Unassociated Document


     

    STRUCTURED
      ASSET MORTGAGE INVESTMENTS II INC.,

     

    Depositor


     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

     

    Trustee

     

    and

     

    EMC
      MORTGAGE CORPORATION

     

    Seller
      and Master Servicer 

     

     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of April 1, 2007

     

    Structured
      Asset Mortgage Investments II Inc.

    


    Prime
      Mortgage Trust, Certificates

    


     

    Series
      2007-2

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF
      CONTENTS 

     

    

      
        	
                ARTICLE
                  I   Definitions

              
	 	 
	
                Section
                  1.01

              	
                Definitions.

              
	 	 
	
                ARTICLE
                  II  Conveyance
                  of Mortgage Loans; Original Issuance of Certificates

                 

              
	
                Section
                  2.01

              	
                Conveyance
                  of Mortgage Loans to Trustee.

              
	
                Section
                  2.02

              	
                Acceptance
                  of Mortgage Loans and Underlying Certificates by Trustee.

              
	
                Section
                  2.03

              	
                Assignment
                  of Interest in the Mortgage Loan Purchase Agreement.

              
	
                Section
                  2.04

              	
                Substitution
                  of Mortgage Loans.

              
	
                Section
                  2.05

              	
                Issuance
                  of Certificates.

              
	
                Section
                  2.06

              	
                Representations
                  and Warranties Concerning the Depositor.

              
	
                Section
                  2.07

              	
                Representations
                  and Warranties of EMC.

              
	
                Section
                  2.08

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

                 

              
	
                ARTICLE
                  III  
                  Administration
                  of the Trust Fund and Servicing of Mortgage Loans

                 

              
	
                Section
                  3.01

              	
                Master
                  Servicer.

              
	
                Section
                  3.02

              	
                REMIC-Related
                  Covenants.

              
	
                Section
                  3.03

              	
                Monitoring
                  of Servicers.

              
	
                Section
                  3.04

              	
                Fidelity
                  Bond.

              
	
                Section
                  3.05

              	
                Power
                  to Act; Procedures.

              
	
                Section
                  3.06

              	
                Due-on-Sale
                  Clauses; Assumption Agreements.

              
	
                Section
                  3.07

              	
                Release
                  of Mortgage Files.

              
	
                Section
                  3.08

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

              
	
                Section
                  3.09

              	
                Standard
                  Hazard Insurance and Flood Insurance Policies.

              
	
                Section
                  3.10

              	
                Presentment
                  of Claims and Collection of Proceeds.

              
	
                Section
                  3.11

              	
                Maintenance
                  of the Primary Mortgage Insurance Policies.

              
	
                Section
                  3.12

              	
                Trustee
                  to Retain Possession of Certain Insurance Policies and
                  Documents.

              
	
                Section
                  3.13

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              
	
                Section
                  3.14

              	
                Compensation
                  for the Master Servicer.

              
	
                Section
                  3.15

              	
                REO
                  Property.

              
	
                Section
                  3.16

              	
                Annual
                  Statement as to Compliance.

              
	
                Section
                  3.17

              	
                Assessments
                  of Compliance and Attestation Reports.

              
	
                Section
                  3.18

              	
                Reports
                  Filed with Securities and Exchange Commission.

              
	
                Section
                  3.19

              	
                Intention
                  of the Parties and Interpretation.

              
	
                Section
                  3.20

              	
                UCC.

              
	
                Section
                  3.21

              	
                Optional
                  Purchase of Defaulted Mortgage Loans.

                 

              
	
                ARTICLE
                  IV   
                  Accounts

                 

              
	
                Section
                  4.01

              	
                Protected
                  Accounts.

              
	
                Section
                  4.02

              	
                Master
                  Servicer Collection Account.

              
	
                Section
                  4.03

              	
                Permitted
                  Withdrawals and Transfers from the Master Servicer Collection
                  Account.

              
	
                Section
                  4.04

              	
                Distribution
                  Account.

              
	
                Section
                  4.05

              	
                Permitted
                  Withdrawals and Transfers from the Distribution Account.

                 

              
	
                ARTICLE
                  V    
                  Certificates

                 

              
	
                Section
                  5.01

              	
                Certificates.

              
	
                Section
                  5.02

              	
                Registration
                  of Transfer and Exchange of Certificates.

              
	
                Section
                  5.03

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              
	
                Section
                  5.04

              	
                Persons
                  Deemed Owners.

              
	
                Section
                  5.05

              	
                Transfer
                  Restrictions on Residual Certificates.

              
	
                Section
                  5.06

              	
                Restrictions
                  on Transferability of Non-Offered Certificates.

              
	
                Section
                  5.07

              	
                ERISA
                  Restrictions.

              
	
                Section
                  5.08

              	
                Rule
                  144A Information.

                 

              
	
                ARTICLE
                  VI     
                  Payments
                  to Certificateholders

                 

              
	
                Section
                  6.01

              	
                Distributions
                  on the Certificates.

              
	
                Section
                  6.02

              	
                [Reserved.]

              
	
                Section
                  6.03

              	
                Allocation
                  of Losses.

              
	
                Section
                  6.04

              	
                Payments.

              
	
                Section
                  6.05

              	
                Statements
                  to Certificateholders.

              
	
                Section
                  6.06

              	
                Monthly
                  Advances.

              
	
                Section
                  6.07

              	
                Compensating
                  Interest Payments.

                 

              
	
                ARTICLE
                  VII    
                  The Master Servicer

                 

              
	
                Section
                  7.01

              	
                Liabilities
                  of the Master Servicer.

              
	
                Section
                  7.02

              	
                Merger
                  or Consolidation of the Master Servicer.

              
	
                Section
                  7.03

              	
                Indemnification
                  of the Trustee and the Master Servicer

              
	
                Section
                  7.04

              	
                Limitations
                  on Liability of the Master Servicer and Others.

              
	
                Section
                  7.05

              	
                Master
                  Servicer Not to Resign.

              
	
                Section
                  7.06

              	
                Successor
                  Master Servicer.

              
	
                Section
                  7.07

              	
                Sale
                  and Assignment of Master Servicing.

                 

              
	
                ARTICLE
                  VIII    
                  Default

                 

              
	
                Section
                  8.01

              	
                Events
                  of Default.

              
	
                Section
                  8.02

              	
                Trustee
                  to Act; Appointment of Successor.

              
	
                Section
                  8.03

              	
                Notification
                  to Certificateholders.

              
	
                Section
                  8.04

              	
                Waiver
                  of Defaults.

              
	
                Section
                  8.05

              	
                List
                  of Certificateholders.

                 

              
	
                ARTICLE
                  IX       
                  Concerning
                  the Trustee

                 

              
	
                Section
                  9.01

              	
                Duties
                  of Trustee.

              
	
                Section
                  9.02

              	
                Certain
                  Matters Affecting the Trustee.

              
	
                Section
                  9.03

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              
	
                Section
                  9.04

              	
                Trustee
                  May Own Certificates.

              
	
                Section
                  9.05

              	
                Trustee’s
                  Fees and Expenses.

              
	
                Section
                  9.06

              	
                Eligibility
                  Requirements for Trustee.

              
	
                Section
                  9.07

              	
                Insurance.

              
	
                Section
                  9.08

              	
                Resignation
                  and Removal of the Trustee.

              
	
                Section
                  9.09

              	
                Successor
                  Trustee.

              
	
                Section
                  9.10

              	
                Merger
                  or Consolidation of Trustee.

              
	
                Section
                  9.11

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              
	
                Section
                  9.12

              	
                Federal
                  Information Returns and Reports to Certificateholders; REMIC
                  Administration.

                 

              
	
                ARTICLE
                  X         
                  Termination

                 

              
	
                Section
                  10.01

              	
                Termination
                  Upon Repurchase by the Depositor or its Designee or Liquidation of the
                  Mortgage Loans.

              
	
                Section
                  10.02

              	
                Additional
                  Termination Requirements with respect to the Certificates.

              
	 	 
	
                ARTICLE
                  XI       
                  Miscellaneous
                  Provisions 

              
	
                 

              	
                 

              
	
                Section
                  11.01

              	
                Intent
                  of Parties.

              
	
                Section
                  11.02

              	
                Amendment.

              
	
                Section
                  11.03

              	
                Recordation
                  of Agreement.

              
	
                Section
                  11.04

              	
                Limitation
                  on Rights of Certificateholders.

              
	
                Section
                  11.05

              	
                Acts
                  of Certificateholders.

              
	
                Section
                  11.06

              	
                Governing
                  Law.

              
	
                Section
                  11.07

              	
                Notices.

              
	
                Section
                  11.08

              	
                Severability
                  of Provisions.

              
	
                Section
                  11.09

              	
                Successors
                  and Assigns.

              
	
                Section
                  11.10

              	
                Article
                  and Section Headings.

              
	
                Section
                  11.11

              	
                Counterparts.

              
	
                Section
                  11.12

              	
                Notice
                  to Rating Agencies.

              


      

    

     

     

    .

     

    EXHIBITS
      

     

    
      	
              Exhibit
                A-1

            	
              -

            	
              Form
                of Class A Certificates

            
	
              Exhibit
                A-2

            	
              -

            	
              Form
                of Class B Certificates

            
	
              Exhibit
                A-3

            	
              -

            	
              Form
                of Class PO Certificates

            
	
              Exhibit
                A-4

            	
              -

            	
              Form
                of Class R Certificates

            
	
              Exhibit
                A-5

            	
              -

            	
              Form
                of Class X Certificates

            
	
              Exhibit
                B

            	
              -

            	
              Mortgage
                Loan Schedule

            
	
              Exhibit
                C

            	
              -

            	
              Reserved

            
	
              Exhibit
                D

            	
              -

            	
              Request
                for Release of Documents

            
	
              Exhibit
                E

            	
              -

            	
              Form
                of Affidavit pursuant to Section 860E(e)(4)

            
	
              Exhibit
                F-1

            	
              -

            	
              Form
                of Investment Letter

            
	
              Exhibit
                F-2

            	
              -

            	
              Form
                of Rule 144A and Related Matters Certificate

            
	
              Exhibit
                F-3

            	
              -

            	
              Form
                of Rule 144A Global Certificate to Regulation S Global
                Certificate

            
	
              Exhibit
                F-4

            	
              -

            	
              Form
                of Regulation S Global Certificate to Rule 144A Global
                Certificate

            
	
              Exhibit
                G

            	
              -

            	
              Form
                of Custodial Agreement

            
	
              Exhibit
                H

            	
              -

            	
              Form
                of Mortgage Loan Purchase Agreement

            
	
              Exhibit
                I-1

            	
              -

            	
              EMC
                Servicing Agreement

            
	
              Exhibit
                I-2

            	 	
              NCMC
                Servicing Agreement

            
	
              Exhibit
                J-1

            	
              -

            	
              EMC
                Assignment Agreement

            
	
              Exhibit
                J-2

            	 	
              NCMC
                Assignment Agreement

            
	
              Exhibit
                K

            	
              -

            	
              Form
                of Back-Up Certification

            
	
              Exhibit
                L

            	
              -

            	
              Servicing
                Criteria to Be Addressed in Assessment of Compliance

            
	
              Exhibit
                M

            	
              -

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

            
	
              Exhibit
                N

            	
              -

            	
              Additional
                Disclosure Notification

            
	
              Exhibit
                O

            	
              -

            	
              Aggregate
                Planned Principal Schedules

            
	
              Exhibit
                P

            	
              -

            	
              Form
                of Trustee Limited Power of Attorney

            
	
              Exhibit
                Q

            	
              -

            	
              Form
                of Certification to be provided by the Trustee to the
                Depositor

            
	
              Exhibit
                R

            	
              -

            	
              Form
                of the Master Servicer’s Data Layout
                Report

            


    

    


    



    POOLING
      AND SERVICING AGREEMENT

     

    Pooling
      and Servicing Agreement dated as of April 1, 2007, among Structured Asset
      Mortgage Investments II Inc., a Delaware corporation, as depositor (the
“Depositor”), U.S. Bank National Association, as trustee (the “Trustee”), and
      EMC Mortgage Corporation, as seller (in such capacity, the “Seller”) and as
      master servicer (in such capacity, the “Master Servicer”).

     

    PRELIMINARY
      STATEMENT

     

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

     

    The
      Trustee on behalf of the Trust shall make an election for the assets
      constituting the Trust REMIC to be treated for federal income tax purposes
      as a
      REMIC. On the Startup Day, the Regular Certificates will be designated the
      “regular interests” in such REMIC, and the Class R Certificates will be
      designated the sole class of “residual interests” in such REMIC.

     

    The
      Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off
      Date, after deducting all Scheduled Principal due on or before the Cut-off
      Date,
      of $331,901,017.06.
      The
      initial principal amount of the Certificates will not exceed such Outstanding
      Principal Balance.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      I

    Definitions

     

    Section
      1.01 Definitions.

     

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

     

    Accepted
      Master Servicing Practices:
      With
      respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
      servicing practices of prudent mortgage servicing institutions that master
      service mortgage loans of the same type and quality as such Mortgage Loan in
      the
      jurisdiction where the related Mortgaged Property is located, to the extent
      applicable to the Trustee or the Master Servicer (except in its capacity as
      successor to a Servicer), or (y) as provided in the applicable Servicing
      Agreement, to the extent applicable to any Servicer, but in no event below
      the
      standard set forth in clause (x).

     

    Account:
      The
      Master Servicer Collection Account, the Distribution Account and the Protected
      Accounts as the context may require.

     

    Accrued
      Certificate Interest:
      For any
      Certificate (other than the Class PO Certificates) for any Distribution Date,
      the interest accrued during the related Interest Accrual Period at the
      applicable Pass-Through Rate on the Current Principal Amount, or Notional Amount
      in the case of any Interest Only Certificate, of such Certificate immediately
      prior to such Distribution Date, less (i) in the case of a Senior Certificate
      (other than the Class PO Certificates or Class X Certificates), such
      Certificate’s share of any Net Interest Shortfall from the Mortgage Loans and,
      after the Cross-Over Date, the interest portion of any Realized Losses on the
      Mortgage Loans allocated thereto in accordance with Section 6.03(e) and (ii)
      in
      the case of a Subordinate Certificate, such Certificate’s share of any Net
      Interest Shortfall from the Mortgage Loans and the interest portion of any
      Realized Losses on the Mortgage Loans allocated thereto in accordance with
      Section 6.03(e). All calculations of interest on the Certificates will be made
      on the basis of a 360-day year consisting of twelve 30-day months.

     

    Additional
      Disclosure:
      As
      defined in Section 3.18.

     

    Additional
      Form 10-D Disclosure:
      As
      defined in Section 3.18.

     

    Additional
      Form 10-K Disclosure:
      As
      defined in Section 3.18.

     

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

     

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

     

    American
      Home:
      American Home Mortgage Corp.

     

    Annual
      Statement of Compliance:
      As
      defined in Section 3.16.

     

    Allocable
      Share:
      With
      respect to any Class of Subordinate Certificates on any Distribution Date will
      generally equal such Class’s pro rata share (based on the Current Principal
      Amount of each Class entitled thereto) of the sum of each of the components
      of
      the definition of Subordinate Optimal Principal Amount; provided, that except
      as
      described in the succeeding sentence, no Class of Subordinate Certificates
      (other than the Class of Subordinate Certificates outstanding with the lowest
      numerical designation) shall be entitled on any Distribution Date to receive
      distributions pursuant to clauses (2), (3) and (5) of the definition of
      Subordinate Optimal Principal Amount unless the Class Prepayment Distribution
      Trigger for the related Class is satisfied for such Distribution Date. If on
      any
      Distribution Date the Current Principal Amount of any Class of Subordinate
      Certificates for which the Class Prepayment Distribution Trigger was satisfied
      on such Distribution Date is reduced to zero, any amounts distributable to
      such
      Class pursuant to clauses (2), (3) and (5) of the definition of Subordinate
      Optimal Principal Amount, to the extent of such Class’s remaining Allocable
      Share, shall be distributed to the remaining Classes of Subordinate Certificates
      in reduction of their respective Current Principal Amounts, sequentially, in
      the
      order of their numerical Class designations.

     

    Applicable
      Credit Rating:
      For any
      long-term deposit or security, a credit rating of AAA in the case of each of
      S&P and Fitch or Aaa in the case of Moody’s. For any short-term deposit or
      security, a rating of A-l+ in the case of S&P, F-1+ in the case of Fitch or
      P-1 in the case of Moody’s.

     

    Applicable
      State Law:
      For
      purposes of Section 9.12(d), the Applicable State Law shall be (a) the law
      of
      the State of New York and (b) such other state law whose applicability shall
      have been brought to the attention of the Trustee by either (i) an Opinion
      of
      Counsel reasonably acceptable to the Trustee delivered to it by the Master
      Servicer or the Depositor, or (ii) written notice from the appropriate taxing
      authority as to the applicability of such state law.

     

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

     

    Assessment
      of Compliance:
      As
      defined in Section 3.17.

     

    Assignment
      Agreements:
      The
      agreements attached hereto as Exhibit J, whereby the Servicing Agreements were
      assigned to the Trustee for the benefit of the Holders of the
      Certificateholders.

     

    Assumed
      Final Distribution Date:
      With
      respect to the Certificates, the Distribution Date occurring in April
      2037.

     

    Attesting
      Party:
      As
      defined in Section 3.17.

     

    Attestation
      Report:
      As
      defined in Section 3.17.

     

    Available
      Funds:
      For any
      Distribution Date, an amount which generally includes, (1) all previously
      undistributed payments on account of principal (including the principal portion
      of Monthly Payments, Principal Prepayments and the principal amount of Net
      Liquidation Proceeds) with regard to the Mortgage Loans and all previously
      undistributed payments on account of interest received after the Cut-Off Date
      and on or prior to the related Determination Date and any proceeds from a
      repurchase of a Mortgage Loan, (2) any Monthly Advances made by the Master
      Servicer or a Servicer for such Distribution Date, (3) any Compensating Interest
      made by a Servicer for such Distribution Date in respect of the Mortgage Loans
      and (4) any amounts reimbursed by the Master Servicer or the Trustee in
      connection with losses on certain eligible investments, net of all fees payable
      to, and amounts reimbursable to, the Servicers, the Master Servicer, the Trustee
      and the Custodian as provided in this Agreement and the Custodial Agreement
      and
      investment earnings on amounts on deposit in the Master Servicer Collection
      Account and the Distribution Account.

     

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

     

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

     

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

     

    Book-Entry
      Certificates:
      Initially, all Classes of the Senior Certificates (other than the Residual
      Certificates) and the Offered Subordinate Certificates.

     

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

     

    Certificate:
      Any one
      of the Certificates executed and countersigned by the Trustee substantially
      in
      the form of Exhibits A-1 through A-3 attached hereto.

     

    Certificates
      Distribution Report:
      The
      report prepared by the Trustee with respect to the Certificates and the Mortgage
      Loans pursuant to Section 6.05(a).

     

    Certificateholder:
      A
      Holder of a Certificate.

     

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

     

    Certificate
      Register:
      The
      register maintained pursuant to Section 5.02.

     

    Class:
      With
      respect to the Certificates, A-1, A-2, A-3, B-1, B-2, B-3, B-4, B-5, B-6, X,
      PO
      and R. 

     

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

     

    Class
      B Certificates:
      Any of
      the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
      Certificates.

     

    Class
      PO Certificates:
      Any
      Certificate designated as a “Class PO Certificate” on its face.

     

    Class
      PO Certificate Cash Shortfall:
      For any
      Distribution Date and the Class PO Certificates, the difference between (i)
      principal distributable to the Class PO Certificates in accordance with priority
      fourth
      of
      clause (i) under subsection 6.01(a), and (ii) principal actually distributed
      to
      the Class PO Certificates after giving effect to clause (iii) under subsection
      6.01(a).

     

    Class
      PO Certificate Deferred Amount:
      As to
      each Distribution Date through the Cross-Over Date, the aggregate of all amounts
      allocable on such dates to the Class PO Certificates in respect of the principal
      portion of Realized Losses in respect of Discount Mortgage Loans and the Class
      PO Certificate Cash Shortfall and all amounts previously allocated in respect
      of
      such losses and such shortfalls to the Class PO Certificates, and not
      distributed on prior Distribution Dates.

     

    Class
      PO Certificate Principal Distribution Amount:
      For
      each of the Class PO Certificates with respect to each Distribution Date, an
      amount equal to the sum of:

     

    (i) the
      PO
      Percentage of all scheduled payments of principal due on each Discount Mortgage
      Loan on the related Due Date as specified in the amortization schedule at the
      time applicable thereto (after adjustment for previous principal prepayments
      but
      before any adjustment to such amortization schedule by reason of any bankruptcy
      or similar proceeding or any moratorium or similar waiver or grace
      period);

     

    (ii) the
      PO
      Percentage of the Scheduled Principal Balance of each Discount Mortgage Loan
      which was the subject of a prepayment in full received by the related Servicer
      during the applicable Prepayment Period;

     

    (iii) the
      PO
      Percentage of all partial prepayments of principal of each Discount Mortgage
      Loan received during the applicable Prepayment Period;

     

    (iv) the
      lesser of (a) the PO Percentage of the sum of (A) all Net Liquidation Proceeds
      and Subsequent Recoveries allocable to principal on each Discount Mortgage
      Loan
      which became a Liquidated Mortgage Loan during the calendar month immediately
      preceding such Distribution Date (other than a Discount Mortgage Loan described
      in clause (B)) and (B) the Scheduled Principal Balance of each such Discount
      Mortgage Loan purchased by an insurer from the Trustee during the related
      Prepayment Period pursuant to the related Primary Mortgage Insurance Policy,
      if
      any, or otherwise; and (b) the PO Percentage of the sum of (A) the Scheduled
      Principal Balance of each Discount Mortgage Loan which became a Liquidated
      Mortgage Loan during the calendar month immediately preceding such Distribution
      Date (other than a Discount Mortgage Loan described in clause (B)) and (B)
      the
      Scheduled Principal Balance of each such Discount Mortgage Loan that was
      purchased by an insurer from the Trustee during the related Prepayment Period
      pursuant to the related Primary Mortgage Insurance Policy, if any, or otherwise;
      and

     

    (v) the
      PO
      Percentage of the sum of (a) the Scheduled Principal Balance of each Discount
      Mortgage Loan which was repurchased by the Seller in connection with such
      Distribution Date and (b) the difference, if any, between the Scheduled
      Principal Balance of a Discount Mortgage Loan that has been replaced by the
      Seller with a substitute Discount Mortgage Loan pursuant to the Agreement in
      connection with such Distribution Date and the Scheduled Principal Balance
      of
      such substitute Discount Mortgage Loan.

     

    Class
      Prepayment Distribution Trigger:
      For a
      Class of Subordinate Certificates for any Distribution Date, the Class
      Prepayment Distribution Trigger is satisfied if the fraction (expressed as
      a
      percentage), the numerator of which is the aggregate Current Principal Amount
      of
      such Class and each Class of Subordinate Certificates subordinate thereto,
      if
      any, and the denominator of which is the Scheduled Principal Balance of all
      of
      the Mortgage Loans as of the beginning of the related Due Period, equals or
      exceeds such percentage calculated as of the Closing Date.

     

    Clearing
      Agency:
      An
      organization registered as a “clearing agency” pursuant to Section 17A of the
      Securities and Exchange Act of 1934, as amended, which initially shall be DTC,
      Clearstream, Luxembourg and Euroclear.

     

    Clearstream,
      Luxembourg:
      Clearstream Banking, a société anonyme, a limited liability company organized
      under the laws of Luxembourg.

     

    Closing
      Date:
      April
      30, 2007.

     

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

     

    Company:
      EMC
      Mortgage Corporation, in its capacity as servicer.

     

    Compensating
      Interest Payment:
      As
      defined in Section 6.07.

     

    Corporate
      Trust Office:
      The
      office of the Trustee at which at any particular time its corporate trust
      business is administered, which office, at the date of the execution of this
      Agreement, is located at US Bank Corporate Trust Services, One Federal Street,
      3rd
      Floor,
      Boston, Massachusetts 02110, Attention: Corporate Trust Services/PRIME 2007-2,
      or such other address as the Trustee may designate from time to time.


     

    Credit
      Support Depletion Date:
      The
      first Distribution Date on which the Senior Percentage equals 100%.

     

    Cross-Over
      Date:
      The
      Distribution Date on which the Current Principal Amounts of the Subordinate
      Certificates are reduced to zero.

     

    Current
      Principal Amount:
      With
      respect to any Certificate (other than an Interest Only Certificate) as of
      any
      Distribution Date, the initial principal amount of such Certificate plus any
      Subsequent Recoveries added to the Current Principal Amount of such Certificate
      pursuant to Section 6.01(g), and reduced by (i) all amounts distributed on
      previous Distribution Dates on such Certificate or Component with respect to
      principal, (ii) the principal portion of all Realized Losses allocated prior
      to
      such Distribution Date to such Certificates, taking account of the Loss
      Allocation Limitation and (iii) in the case of a Subordinate Certificate, such
      Certificate’s pro rata share, if any, of the applicable Subordinate Certificate
      Writedown Amount for previous Distribution Dates. With respect to any Class
      of
      Certificates (other than an Interest Only Certificate), the Current Principal
      Amount thereof will equal the sum of the Current Principal Amounts of all
      Certificates in such Class. Notwithstanding the foregoing, solely for purposes
      of giving consents, directions, waivers, approvals, requests and notices, each
      of the Residual Certificates after the Distribution Date on which they each
      receive the distribution of the last dollar of their respective original
      principal amount shall be deemed to have Current Principal Amounts equal to
      their respective Current Principal Amounts on the day immediately preceding
      such
      Distribution Date.

     

    Current
      Report:
      The
      Current Report pursuant to Section 13 or 15(d) of the Exchange Act.

     

    Custodial
      Agreement:
      An
      agreement, dated as of the Closing Date among the Depositor, the Master
      Servicer, the Trustee, the Custodian, EMC as a seller and Master Funding as
      a
      seller in substantially the form of Exhibit G hereto.

     

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

     

    Cut-off
      Date:
      April
      1, 2007.

     

    Cut-off
      Date Balance:
      An
      amount equal to $331,901,017.06.

     

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

     

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

     

    Delinquent:
      The
      delinquency method used for calculations with respect to the Mortgage Loans
      will
      be in accordance with the methodology used by the Mortgage Bankers Association.
      Under this method, a mortgage loan is considered "30 days or more Delinquent"
      if
      the borrower fails to make a scheduled payment prior to the mortgage loan’s
      first succeeding due date. For example, if a securitization had a closing date
      occurring in August and a cut-off date of August 1, a mortgage loan with a
      payment due on July 1 that remained unpaid as of the close of business on July
      31 would be described as 30 days delinquent as of the cut-off date. A mortgage
      loan would be considered "60 days or more Delinquent" with respect to such
      scheduled payment if such scheduled payment were not made prior to the close
      of
      business on the day prior to the mortgage loan’s second succeeding due date date
      (or, in the preceding example, if the mortgage loan with a payment due on June
      1
      remained unpaid as of the close of business on July 31). Similarly for "90
      days
      or more Delinquent" and so on. Unless otherwise specified, with respect to
      any
      date of determination, determinations of delinquency are made as of the last
      day
      of the prior calendar month. Mortgage Loans with Due Dates which are not the
      first of the month are treated as if the Due Date was the first of the following
      month. This method of determining delinquencies is also referred to as the
      MBA
      method.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Discount
      Mortgage Loan:
      Any
      Mortgage Loan with a Net Mortgage Rate less than 6.000% per annum.

     

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

     

    Distribution
      Account:
      The
      trust account or accounts created and maintained pursuant to Section 4.04,
      which
      shall be denominated “U.S. Bank National Association, as Trustee, f/b/o holders
      of Structured Asset Mortgage Investments II Inc., Prime Mortgage Trust,
      Certificates, Series 2007-2 - Distribution Account.” The Distribution Account
      shall be an Eligible Account.

     

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

     

    Distribution
      Date:
      The
      25th day of any month, beginning in May 2007, or, if such 25th day is not a
      Business Day, the immediately following Business Day.

     

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

     

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

     

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

     

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

     

    EDGAR:
      As
      defined in Section 3.18.

     

    Eligible
      Account:
      Any
      of (i) a segregated account or accounts maintained with a federal or state
      chartered depository institution or trust company, the long-term unsecured
      debt
      obligations and short-term unsecured debt obligations of which (or, in the
      case
      of a depository institution or trust company that is the principal subsidiary
      of
      a holding company, the debt obligations of such holding company, so long as
      Moody’s is not a Rating Agency) are rated by each Rating Agency in one of its
      two highest
      long-term and its highest short-term rating categories, respectively, at the
      time any amounts are held on deposit therein, or (ii) a segregated account
      or accounts in a depository institution or trust company in which such accounts
      are insured by the FDIC (to the limits established by the FDIC) and the
      uninsured deposits in which accounts are otherwise secured such that, as
      evidenced by an Opinion of Counsel (obtained by the Person requesting that
      the
      account be held pursuant to this clause (ii)) delivered to the Trustee and
      to
      each Rating Agency, the Certificateholders have a claim with respect to the
      funds in such account or a perfected first priority security interest against
      any collateral (which shall be limited to Permitted Investments, each of which
      shall mature not later than the Business Day immediately preceding the
      Distribution Date next following the date of investment in such collateral
      or
      the Distribution Date if such Permitted Investment is an obligation of the
      institution that maintains the Distribution Account) securing such funds that
      is
      superior to claims of any other depositors or creditors of the depository
      institution or trust company in which such account is maintained, or (iii)
      a
      segregated trust account or accounts maintained with the corporate trust
      department of a federal or state chartered depository institution or trust
      company having capital and surplus of not less than $50,000,000, acting in
      its
      fiduciary capacity or (iv) any other segregated account acceptable to the
      Rating Agencies, as evidenced in writing. Eligible Accounts may bear interest,
      and may include, if otherwise qualified under this definition, accounts
      maintained with the Trustee.

     

    EMC:
      EMC
      Mortgage Corporation.

     

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

     

    EMC
      Servicing Agreement:
      With
      respect to the Mortgage Loans serviced by the Company, the Servicing Agreement
      dated as of April 1, 2007, between the Depositor and the Company, attached
      hereto as Exhibit I-2 and as modified by the related Assignment
      Agreement.

     

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

     

    Euroclear:
      Euroclear Clearance System, Société Cooperative, a Belgium cooperative
      cooperation.

     

    Euroclear
      Operator:
      Euroclear Bank S.A./N.V., as operator of the Euroclear system.

     

    Event
      of Default:
      An
      event of default described in Section 8.01.

     

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

     

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

     

    Exchange
      Act Reports:
      Any
      reports required to be filed pursuant to Section 3.18 of this
      Agreement.

     

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

     

    FDIC:
      Federal
      Deposit Insurance Corporation or any successor thereto.

     

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

     

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

     

    Fitch:
      Fitch,
      Inc. or its successor in interest.

     

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

     

    Form
      10-K Filing Deadline:
      As
      defined in Section 3.18.

     

    Fractional
      Undivided Interest:
      With
      respect to any Class of Certificates, the fractional undivided interest
      evidenced by any Certificate of such Class, the numerator of which is the
      Current Principal Amount, or Notional Amount in the case of the Interest Only
      Certificates, of such Certificate and the denominator of which is the Current
      Principal Amount, or Notional Amount in the case of the Interest Only
      Certificates, of such Class. With respect to the Certificates in the aggregate,
      the fractional undivided interest evidenced by (i) the Residual Certificates
      will be deemed to equal 0.25%, (ii) each Class of Interest Only Certificates
      will be deemed to equal 1.0% multiplied by a fraction, the numerator of which
      is
      the Notional Amount of such Certificate and the denominator of which is the
      aggregate Notional Amount of its respective Class and (iii) a
      Certificate of any other Class will be deemed to equal the fractional undivided
      interest remaining after taking into account clauses (i) and (ii) multiplied
      by
      a fraction,
      the
      numerator of which is the Current Principal Amount of such Certificate and
      the
      denominator of which is the aggregate Current Principal Amount of all the
      Certificates; provided, however, the percentage in clause (iii) above shall
      be
      increased by 1.0% upon the retirement of each Class of Interest Only
      Certificates.

     

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

     

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

     

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

     

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

     

    Independent:
      When
      used with respect to any specified Person, this term means that such Person
      (a)
      is in fact independent of the Depositor or the Master Servicer and of any
      Affiliate of the Depositor or the Master Servicer, (b) does not have any direct
      financial interest or any material indirect financial interest in the Depositor
      or the Master Servicer or any Affiliate of the Depositor or the Master Servicer
      and (c) is not connected with the Depositor or the Master Servicer or any
      Affiliate as an officer, employee, promoter, underwriter, trustee, partner,
      director or person performing similar functions.

     

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

     

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

     

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

     

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

     

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

     

    Interest
      Accrual Period:
      For
      each Class of Certificates and for any Distribution Date, the calendar month
      preceding the month in which such Distribution Date occurs. All calculations
      of
      interest on the Certificates will be made on the basis of a 360-day year
      consisting of twelve 30-day months.

     

    Interest
      Only Certificates:
      The
      Class X Certificates.

     

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

     

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

     

    (B) Principal
      prepayments in full received during the relevant Prepayment Period: The
      difference between (i) one month’s interest at the applicable Net Mortgage Rate
      on the Scheduled Principal Balance of such Mortgage Loan immediately prior
      to
      such prepayment and (ii) the amount of interest for the calendar month of such
      prepayment (adjusted to the applicable Net Mortgage Rate) received at the time
      of such prepayment; and

     

    (C) As
      to any
      Relief Act Mortgage Loan, the excess of (i) 30 days’ interest (or, in the case
      of a principal prepayment in full, interest to the date of prepayment) on the
      Scheduled Principal Balance thereof (or, in the case of a principal prepayment
      in part, on the amount so prepaid) at the related Net Mortgage Rate over (ii)
      30
      days’ interest (or, in the case of a principal prepayment in full, interest to
      the date of prepayment) on such Scheduled Principal Balance (or, in the case
      of
      a Principal Prepayment in part, on the amount so prepaid) at the Net Mortgage
      Rate required to be paid by the Mortgagor as limited by application of the
      Relief Act.

     

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

     

    Investment
      Letter:
      The
      letter to be furnished by each Institutional Accredited Investor which purchases
      any of the Class B-4, Class B-5 or Class B-6 Certificates in connection with
      such purchase, substantially in the form set forth as Exhibit F-1
      hereto.

     

    Issuing
      Entity:
      Prime
      Mortgage Trust 2007-2.

     

    Lender-Paid
      PMI Rate:
      With
      respect to each Mortgage Loan covered by a lender-paid primary mortgage
      insurance policy, the amount payable to the related insurer, as stated in the
      Mortgage Loan Schedule.

     

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

     

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

     

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

     

    Liquidation
      Proceeds:
      Amounts, other than Insurance Proceeds, received in connection with the partial
      or complete liquidation of a Mortgage Loan, whether through trustee’s sale,
      foreclosure sale or otherwise, or in connection with any condemnation or partial
      release of a Mortgaged Property and any other proceeds received with respect
      to
      an REO Property.

     

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

     

    Lockout
      Certificates:
      The
Class
      A-3
Certificates.

     

    Lockout
      Priority Amount:
      For any
      Distribution Date the product of (i) the Shift Percentage and (ii) (x) the
      aggregate of the collections described in the definition of Senior Optimal
      Principal Amount for such Distribution Date (without application of the Senior
      Percentage) multiplied by (y) a fraction, the numerator of which is the Current
      Principal Amount of the Class A-3 Certificates immediately prior to that
      Distribution Date and the denominator of which is the sum of the Non-PO
      Percentages of the Scheduled Principal Balances of the Mortgage Loans as of
      the
      first day of the related Due Period.

     

    Loss
      Allocation Limit:
      The
      meaning specified in Subsection 6.03(a)(v) hereof.

     

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

     

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

     

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

     

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

     

    Master
      Servicer:
      As of
      the Closing Date, EMC Mortgage Corporation and, thereafter, its respective
      successors in interest who meet the qualifications of the Servicing Agreements
      and this Agreement.

     

    Master
      Servicing Compensation:
      For any
      Distribution Date, any amounts earned on the investment of funds on deposit
      in
      the Master Servicer Collection Account.

     

    Master
      Servicer Collection Account: 
      The
      trust
      account or accounts created and maintained pursuant to Section 4.02, which
      shall
      be denominated “EMC Mortgage Corporation, as Master Servicer for the benefit of
      the Trustee on behalf of holders of Structured Asset Mortgage Investments II
      Inc., Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-2
      -
      Master Servicer Collection Account.” The Master Servicer Collection Account
      shall be an Eligible Account.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Monthly
      Advance:
      An
      advance of principal or interest required to be made by the applicable Servicer
      pursuant to the related Servicing Agreement or the Master Servicer pursuant
      to
      Section 6.06.

     

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

     

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

     

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

     

    Mortgage
      Loan:
      A
      mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01
      or Section 2.04 and held as a part of the Trust Fund, as identified in the
      Mortgage Loan Schedule (which shall include, without limitation, each related
      Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto),
      including a mortgage loan the property securing which has become an REO
      Property. Notwithstanding any provision in this Agreement to the contrary,
      in no
      event shall the term “Mortgage Loan” include any Underlying Mortgage
      Loan.

     

    Mortgage
      Loan Purchase Agreement:
      The
      Mortgage Loan Purchase Agreement dated as of April 30, 2007, between EMC
      Mortgage Corporation, as a seller, Master Funding as a seller and Structured
      Asset Mortgage Investments II Inc., as purchaser, and all amendments thereof
      and
      supplements thereto, attached as Exhibit H.

     

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

     

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

    (b)  the
      property type;

    (c)  the
      Mortgage Interest Rate;

    (d)  the
      Servicing Fee Rate;

    (e)  the
      Trustee Fee Rate;

    (f)  the
      LPMI
      Fee, if applicable;

    (g)  [reserved];

    (h)  the
      Net
      Rate;

    (i)  the
      maturity date;

    (j)  the
      stated original term to maturity;

    (k)  the
      stated remaining term to maturity;

    (l)  the
      original Principal Balance;

    (m)  the
      first
      payment date;

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

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

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

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

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

    (s)  the
      Gross
      Margin, if applicable;

    (t)  the
      next
      Adjustment Date, if applicable;

    (u)  the
      Maximum Mortgage Rate, if applicable;

    (v)  the
      Minimum Mortgage Rate, if applicable;

    (w)  the
      Periodic Rate Cap, if applicable; 

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

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

    (z)  the
      Prepayment Charge, if any;

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

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

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

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

    (ee)  the
      Mortgage Loan Seller; and

    (ff)  the
      original amortization term.

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

     

    Mortgage
      Loan Seller:
      EMC or
      Master Funding, as applicable.

     

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

     

    Mortgaged
      Property:
      Land
      and improvements securing the indebtedness of a Mortgagor under the related
      Mortgage Loan or, in the case of REO Property, such REO Property. In no event,
      however, shall the term “Mortgaged Property” include any mortgaged property or
      real estate owned property relating to an Underlying Mortgage Loan.

     

    Mortgagor:
      The
      obligor on a Mortgage Note.

     

    NCMC:
      National City Mortgage Co.

     

    NCMC
      Assignment Agreement:
      The
      Assignment, Assumption and Recognition Agreement, dated as of April 30, 2007,
      by
      and among EMC, NCMC and the Trustee evidencing the assignment of the NCMC
      Servicing Agreement to the Trust, attached hereto as Exhibit J-2.

     

    NCMC
      Servicing Agreement:
      The
      Purchase, Warranties and Servicing Agreement, dated as of October 1, 2001,
      between Assignor and Company as amended by Amendment Reg AB to the Purchase,
      Warranties and Servicing Agreement, dated as of March 1, 2006, attached hereto
      as Exhibit I-2, as modified by the NCMC Assignment Agreement.

     

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

     

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

     

    Net
      Mortgage Rate:
      With
      respect to each Mortgage Loan, the Mortgage Interest Rate in effect from time
      to
      time less the sum of (i) the Servicing Fee Rate and (ii) the Trustee Fee
      Rate.

     

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

     

    Non-PO
      Percentage:
      With
      respect to any Mortgage Loan with a Net Mortgage Rate less than 6.000% per
      annum, a fraction, expressed as a percentage, (x) the numerator of which is
      equal to the related Net Mortgage Rate, and (y) the denominator of which is
      equal to 6.000% per annum. With respect to all other Mortgage Loans,
      100%.

     

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

     

    Notional
      Amount:
      The
      Notional Amount of the Class X Certificates, as of any date of determination,
      is
      equal to the aggregate Scheduled Principal Balance of the Mortgage Loans.


     

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

     

    Offered
      Certificates: The
      Senior Certificates and Offered Subordinate Certificates.

     

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

     

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

     

    Original
      Subordinate Principal Balance:
      The
      aggregate Current Principal Amount of the Subordinate Certificates as of the
      Closing Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (ii) (a)
      demand or time deposits, federal funds or bankers’ acceptances issued by any
      depository institution or trust company incorporated under the laws of the
      United States of America or any state thereof (including the Trustee or the
      Master Servicer or its Affiliates acting in its commercial banking capacity)
      and
      subject to supervision and examination by federal and/or state banking
      authorities, provided that the commercial paper and/or the short-term debt
      rating and/or the long-term unsecured debt obligations of such depository
      institution or trust company at the time of such investment or contractual
      commitment providing for such investment have the Applicable Credit Rating
      or
      better from each Rating Agency and (b) any other demand or time deposit or
      certificate of deposit that is fully insured by the Federal Deposit Insurance
      Corporation;

     

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

     

    (iv) securities
      bearing interest or sold at a discount issued by any corporation (including
      the
      Trustee or the Master Servicer or its Affiliates) incorporated under the laws
      of
      the United States of America or any state thereof that have the Applicable
      Credit Rating or better from each Rating Agency at the time of such investment
      or contractual commitment providing for such investment; provided, however,
      that
      securities issued by any particular corporation will not be Permitted
      Investments to the extent that investments therein will cause the then
      outstanding principal amount of securities issued by such corporation and held
      as part of the Trust to exceed 10% of the aggregate Outstanding Principal
      Balances of all the Mortgage Loans and Permitted Investments held as part of
      the
      Trust;

     

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

     

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

     

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

     

    (viii) any
      money
      market or common trust fund having the Applicable Credit Rating or better from
      each Rating Agency rating such fund, including any such fund for which the
      Trustee or Master Servicer or any affiliate of the Trustee or Master Servicer
      acts as a manager or an advisor; provided, however, that no instrument or
      security shall be a Permitted Investment if such instrument or security
      evidences a right to receive only interest payments with respect to the
      obligations underlying such instrument or if such security provides for payment
      of both principal and interest with a yield to maturity in excess of 120% of
      the
      yield to maturity at par or if such instrument or security is purchased at
      a
      price greater than par.

     

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

     

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

     

    Physical
      Certificates:
      The
      Residual Certificates and the Non-Offered Subordinate Certificates.

     

    PO
      Percentage:
      With
      respect to any Discount Mortgage Loan, a fraction expressed as a percentage,
      (x)
      the numerator of which is equal to 6.000%
      minus
      the related Net Mortgage Rate, and (y) the denominator of which is equal to
      6.000% per annum.

     

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

     

    Prepayment
      Interest Shortfall:
      With
      respect to any Distribution Date, the aggregate shortfall, if any, in
      collections of interest (adjusted to the related Net Mortgage Rates) on Mortgage
      Loans resulting from (a) prepayments in full received during the related
      Prepayment Period and (b) the partial prepayments received during the related
      Prepayment Period to the extent applied prior to the Due Date in the month
      of
      the Distribution Date.

     

    Prepayment
      Period:
      With
      respect to any Distribution Date and the related Servicer, such period as is
      provided in the related Servicing Agreement.

     

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

     

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

     

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

     

    Purchase
      Price:
      With
      respect to any Mortgage Loan (or any property acquired with respect thereto)
      (x)
      required to be repurchased by the Seller pursuant to the Mortgage Loan Purchase
      Agreement or Article II of this Agreement or (y) that the Seller has a right
      to
      purchase pursuant to Section 3.21 hereof, an amount equal to the sum of (i)(a)
      100% of the Outstanding Principal Balance of such Mortgage Loan as of the date
      of repurchase (or if the related Mortgaged Property was acquired with respect
      thereto, 100% of the Outstanding Principal Balance at the date of the
      acquisition), plus (b) accrued but unpaid interest on the Outstanding Principal
      Balance at the related Mortgage Interest Rate, through and including the last
      day of the month of repurchase, plus (c) any unreimbursed Monthly Advances
      and
      servicing advances payable to the related Servicer of the Mortgage Loan or
      to
      the Master Servicer and (ii) any costs and damages (if any) incurred by the
      Trust in connection with any violation of such Mortgage Loan of any predatory
      lending laws.

     

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

     

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

     

    Rating
      Agencies:
      With
      respect to the Certificates, Fitch and S&P.

     

    Realized
      Loss:
      Any (i)
      Bankruptcy Loss or (ii) as to any Liquidated Mortgage Loan, (x) the Outstanding
      Principal Balance of such Liquidated Mortgage Loan plus accrued and unpaid
      interest thereon at the Mortgage Interest Rate through the last day of the
      month
      of such liquidation, less (y) the related Net Liquidation Proceeds with respect
      to such Mortgage Loan and the related Mortgage Property. With respect to each
      Mortgage Loan which is the subject of a Servicing Modification during the
      calendar month immediately preceding the related Distribution Date, the sum
      of
      (a) the total amount of interest and principal which is forgiven with respect
      to
      the related Mortgage Loan and (b) the amount of any servicing advances made
      by
      the related Servicer with respect to such Mortgage Loan which are reimburseable
      from the Trust to the related Servicer with respect to that Servicing
      Modification; provided that, the amounts expressed in clause (a) above shall not include the amounts expressed in clause (b) above. In addition, to the extent the Trustee receives Subsequent
      Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss
      with respect to that Mortgage Loan will be reduced to the extent such recoveries
      are applied to reduce the Current Principal Amount of any Class of Certificates
      on any Distribution Date in accordance with Section 6.03. Realized Losses will be based on Realized Losses incurred during the month preceding the related Distribution Date, other than with respect to the first Distribution Date, where Realized Losses are incurrred during the calendar month in which the Cut-off Date occurs.

     

    Record
      Date:
      With
      respect to any Distribution Date and each Class of Certificates, the close
      of
      business on the last Business Day of the month immediately preceding the month
      of such Distribution Date.

     

    Regular
      Certificates:
      Any of
      the Certificates other than the Residual Certificates.

     

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

     

    Regulation
      S:
      Regulation S promulgated under the Securities Act.

     

    Regulation
      S Global Certificates:
      The
      Regulation S Temporary Global Certificates and the Regulation S Permanent Global
      Certificates.

     

    Relief
      Act:
      The
      Servicemembers Civil Relief Act, formerly known as the Soldiers’ and Sailors’
Civil Relief Act of 1940, as amended, or similar state or
      local law.

     

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

     

    REMIC:
      A real
      estate mortgage investment conduit, as defined in the Code.

     

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

    


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

     

    REO
      Property:
      A
      Mortgaged Property acquired in the name of the Trustee, for the benefit of
      Certificateholders, by foreclosure or deed-in-lieu of foreclosure in connection
      with a defaulted Mortgage Loan.

     

    Reportable
      Event:
      As
      defined in Section 3.18.

     

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

     

    Request
      for Release:
      A
      request for release in the form attached hereto as Exhibit D.

     

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

     

    Residual
      Certificates:
      The
      Class R Certificates.

     

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

     

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

     

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

     

    Scheduled
      Payment:
      With
      respect to any Mortgage Loan and any month, the scheduled payment or payments
      of
      principal and interest due during such month on such Mortgage Loan which either
      is payable by a Mortgagor in such month under the related Mortgage Note or,
      in
      the case of REO Property, would otherwise have been payable under the related
      Mortgage Note.

     

    Scheduled
      Principal:
      The
      principal portion of any Scheduled Payment.

     

    Scheduled
      Principal Balance:
      With
      respect to any Mortgage Loan on any Distribution Date, (i) the unpaid principal
      balance of such Mortgage Loan as of the close of business on the related Due
      Date (taking account of the principal payment to be made on such Due Date and
      irrespective of any delinquency in its payment), as specified in the
      amortization schedule at the time relating thereto (before any adjustment to
      such amortization schedule by reason of any bankruptcy or similar proceeding
      occurring after the Cut-off Date (other than a Deficient Valuation) or any
      moratorium or similar waiver or grace period), less (ii) any Principal
      Prepayments received during or prior to the immediately preceding Prepayment
      Period and less (iii) the principal portion of any Net Liquidation Proceeds
      received during or prior to the immediately preceding calendar month; provided
      that the Scheduled Principal Balance of a Liquidated Mortgage Loan is
      zero.

     

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

     

    Securities
      Legend:
“THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
      HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
      MAY
      BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
      THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
      144A
      UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
      BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
      (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
      QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
      PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
      TO
      AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
      (IF
      AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
      D
      UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
      PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
      SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE
      FORM
      PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
      EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
      IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH
      CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES
      AND
      ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY
      OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE
      OF 1986, AS AMENDED [in the case of a Residual Certificate or a Class
      B-4,
      Class B-5 and Class B-6 Certificate]
      UNLESS
      THE OPINION OF COUNSEL REQUIRED BY SECTION 5.07 OF THE POOLING AND SERVICING
      AGREEMENT IS PROVIDED [in the case of a Class B-4, Class B-5 and Class B-6
      Certificate] UNLESS THE TRANSFEREE CERTIFIES OR REPRESENTS THAT THE PROPOSED
      TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND
      OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED
      TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED
      TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION
      EXEMPTION (“PTE”) 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23 AND (II)
      WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF THE
      DEPOSITOR, THE MASTER SERVICER, ANY SERVICER OR THE TRUSTEE, WHICH WILL BE
      DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL
      CERTIFICATE AND WILL BE EVIDENCED BY A REPRESENTATION OR AN OPINION OF COUNSEL
      TO SUCH EFFECT BY OR ON BEHALF OF AN INSTITUTIONAL ACCREDITED
      INVESTOR.”

     

    Security
      Instrument:
      A
      written instrument creating a valid first lien on a Mortgaged Property securing
      a Mortgage Note, which may be any applicable form of mortgage, deed of trust,
      deed to secure debt or security deed, including any riders or addenda
      thereto.

     

    Seller:
      EMC
      Mortgage Corporation, in its capacity as seller of the Mortgage Loans to the
      Depositor. 

     

    Senior
      Certificates:
      The
      Class A-1, Class A-2, Class A-3, Class X, Class PO and Class R
      Certificates.

     

    Senior
      Optimal Principal Distribution Amount:
      With
      respect to each of Senior
      Certificates (other than the Class PO Certificates and Class X Certificates)
      and
      each
      Distribution Date, an amount equal to the sum of the following: 

     

    (1) the
      applicable Senior Percentage of the Non-PO Percentage of the principal portion
      of all Scheduled Payments due on the Mortgage Loans on the related Due Date,
      as
      specified in the amortization schedule at the time applicable thereto (after
      adjustment for previous Principal Prepayments but before any adjustments to
      such
      amortization schedule by reason of any bankruptcy or similar proceeding or
      any
      moratorium or similar waiver or grace period); 

     

    (2) the
      applicable Senior Prepayment Percentage of the Non-PO Percentage of the
      Scheduled Principal Balance of each Mortgage Loan which was the subject of
      a
      Principal Prepayment in full received by the Servicers during the applicable
      Prepayment Period; 

     

    (3) the
      applicable Senior Prepayment Percentage of the Non-PO Percentage of all
      Principal Prepayments in part received by the Servicers during the applicable
      Prepayment Period with respect to each Mortgage Loan;

     

    (4) the
      lesser of (a) the applicable Senior Prepayment Percentage of the Non-PO
      Percentage of the sum of (i) all Net Liquidation Proceeds allocable to principal
      received in respect of each Mortgage Loan which became a Liquidated Mortgage
      Loan during the calendar
      month immediately preceding such Distribution Date (other
      than Mortgage Loans described in the immediately following clause (ii)) and
      all
      Subsequent Recoveries received in respect of each Liquidated Mortgage Loan
      during the calendar month immediately preceding such Distribution Date and
      (ii)
      the Scheduled Principal Balance of each such Mortgage Loan purchased by an
      insurer from the Trustee during the related Prepayment Period pursuant to the
      related Primary Mortgage Insurance Policy, if any, or otherwise; and (b) the
      applicable Senior Percentage of the Non-PO Percentage of the sum of (i) the
      Scheduled Principal Balance of each Mortgage Loan which became a Liquidated
      Mortgage Loan during the calendar month immediately preceding such Distribution
      Date (other than the Mortgage Loans described in the immediately following
      clause (ii)) and all Subsequent Recoveries received in respect of each
      Liquidated Mortgage Loan during the calendar month immediately preceding such
      Distribution Date and (ii) the Scheduled Principal Balance of each such Mortgage
      Loan that was purchased by an insurer from the Trustee during the related
      Prepayment Period pursuant to the related Primary Mortgage Insurance Policy,
      if
      any or otherwise; and

     

    (5) the
      applicable Senior Prepayment Percentage of the Non-PO Percentage of the sum
      of
      (a) the Scheduled Principal Balance of each Mortgage Loan which was repurchased
      by the Issuing Entity in connection with such Distribution Date and (b) the
      excess, if any, of the Scheduled Principal Balance of each Mortgage Loan that
      has been replaced by the Issuing Entity with a substitute Mortgage Loan pursuant
      to the Mortgage Loan Purchase Agreement in connection with such Distribution
      Date over the Scheduled Principal Balance of each such substitute Mortgage
      Loan.

     

    Senior
      Percentage:
      The
      lesser of (a) 100% and (b) the percentage (carried to six places rounded up)
      obtained by dividing the Current Principal Amount of the Senior Certificates
      (other than any Class PO Certificates), immediately prior to such Distribution
      Date, by the aggregate Scheduled Principal Balance of the Mortgage Loans (other
      than the PO Percentage thereof with respect to the related Discount Mortgage
      Loans) as of the beginning of the related Due Period. The initial Senior
      Percentage for the Senior Certificates will be approximately
      95.71%.

     

    Senior
      Prepayment Percentage:
      The
      Senior Prepayment Percentage on any Distribution Date occurring during the
      periods set forth below will be as follows:

     

    
      	
              Period
                (dates inclusive)

            	 	
              Senior
                Prepayment Percentage

            
	
              May
                25, 2007 - April
                25, 2012

            	 	
              100%

            
	
              May
                25, 2012 - April 25, 2013

            	 	
              Senior
                Percentage for the Certificates plus 70% of the related Subordinate
                Percentage

            
	
              May
                25, 2013 - April 25, 2014

            	 	
              Senior
                Percentage for the Certificates plus 60% of the related Subordinate
                Percentage

            
	
              May
                25, 2014 - April 25, 2015

            	 	
              Senior
                Percentage for the Certificates plus 40% of the related Subordinate
                Percentage

            
	
              May
                25, 2015 - April 25, 2016

            	 	
              Senior
                Percentage for the Certificates plus 20% of the related Subordinate
                Percentage

            
	
              May
                25, 2016 and thereafter

            	 	
              Senior
                Percentage for the Certificates

            


    

    


    Any
      scheduled reduction to the Senior Prepayment Percentage for the Senior
      Certificates
      shall
      not be made as of any Distribution Date unless, as of the last day of the month
      preceding such Distribution Date (1) the aggregate Scheduled Principal Balance
      of the Mortgage Loans delinquent 60 days or more (including for this purpose
      any
      such Mortgage Loans in foreclosure and such Mortgage Loans with respect to
      which
      the related Mortgaged Property has been acquired by the Trust) averaged over
      the
      last six months, as a percentage of the aggregate Current Principal Amount
      of
      the Subordinate Certificates does not exceed 50% and (2) cumulative Realized
      Losses on the Mortgage Loans do not exceed (a) 30% of the aggregate Current
      Principal Amount of the Original Subordinate Principal Balance if such
      Distribution Date occurs between and including May 2012 and April 2013, (b)
      35%
      of the Original Subordinate Principal Balance if such Distribution Date occurs
      between and including May 2013 and April 2014, (c) 40% of the Original
      Subordinate Principal Balance if such Distribution Date occurs between and
      including May 2014 and April 2015, (d) 45% of the Original Subordinate Principal
      Balance if such Distribution Date occurs between and including May 2015 and
      April 2016, and (e) 50% of the Original Subordinate Principal Balance if such
      Distribution Date occurs during or after May 2016.

     

    Notwithstanding
      the foregoing, if on any Distribution Date, the percentage, the numerator of
      which is the aggregate Current Principal Amount of the Senior Certificates
      (other than the Class PO Certificates) immediately preceding such Distribution
      Date, and the denominator of which is the Scheduled Principal Balance of the
      Mortgage Loans (other than the PO Percentage thereof with respect to the related
      Discount Mortgage Loans) as of the beginning of the related Due Period, exceeds
      such percentage as of the Cut-off Date, then the Senior Prepayment Percentage
      with respect to the Senior Certificates (other than the Class PO Certificates)
      for such Distribution Date will equal 100%.

     

    Servicer:
      Any of
      EMC and NCMC. 

     

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

     

    Servicing
      Agreements:
      The EMC
      Servicing Agreement and the NCMC Servicing Agreement.

     

    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 Seller, the Master Servicer, the Trustee and the applicable Servicer
      in response to evolving interpretations of Regulation AB and incorporated into
      a
      revised Exhibit L.

     

    Servicing
      Fee:
      As to
      any Mortgage Loan and Distribution Date, an amount equal to the product of
      (i)
      the Scheduled Principal Balance of such Mortgage Loan as of the Due Date in
      the
      month preceding the month in which such Distribution Date occurs and (ii)
      1/12th
      of the
      Servicing Fee Rate.

     

    Servicing
      Fee Rate:
      0.25%
      per annum. 

     

    Servicing
      Modification:
      Any
      modification of a Mortgage Loan which is effected by the related Servicer in
      accordance with the terms of this Agreement or the related Servicing
      Agreement.

     

    Servicing
      Officer:
      Any
      officer of the related Servicer or Master Servicer involved in or responsible
      for the administration and servicing or master servicing, as applicable, of
      the
      Mortgage Loans as to which officer evidence, reasonably acceptable to the
      Trustee, of due authorization of such officer, by such Servicer or Master
      Servicer has been furnished from time to time to the Trustee.

     

    Shift
      Percentage:
      On any
      Distribution Date occurring during the periods set forth below will be as
      follows:

     

    
      	
              Period
                (dates inclusive)

            	 	
              Shift
                Percentage

            
	
              May
                25, 2007 - April 25, 2012

            	 	
              0%

            
	
              May
                25, 2012 - April 25, 2013

            	 	
              30%

            
	
              May
                25, 2013 - April 25, 2014

            	 	
              40%

            
	
              May
                25, 2014 - April 25, 2015

            	 	
              60%

            
	
              May
                25, 2015 - April 25, 2016

            	 	
              80%

            
	
              May
                25, 2016 and thereafter

            	 	
              100%

            


    

    


     

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

     

    Startup
      Day:
      April
      30, 2007.

     

    Subordinate
      Certificates:
      The
      Offered Subordinate Certificates and Non-Offered Subordinate
      Certificates.

     

    Subordinate
      Certificate Writedown Amount:
      With
      respect to the Subordinate Certificates, the amount by which (x) the sum of
      the
      Current Principal Amounts of the Certificates (after giving effect to the
      distribution of principal and the allocation of Realized Losses in reduction
      of
      the Current Principal Amounts of the Certificates, other than Class X
      Certificates and Class PO Certificates, on such Distribution Date) exceeds
      (y)
      the Scheduled Principal Balances of the Mortgage Loans on the Due Date related
      to such Distribution Date.

     

    Subordinate
      Optimal Principal Amount:
      With
      respect to the Subordinate Certificates and each Distribution Date, an amount
      equal to the sum of the following (but in no event greater than the aggregate
      Current Principal Amount of the Subordinate Certificates immediately prior
      to
      such Distribution Date):

     

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

     

    (ii) the
      Subordinate Prepayment Percentage of the Non-PO Percentage of the Scheduled
      Principal Balance of each Mortgage Loan which was the subject of a prepayment
      in
      full received by the Master Servicer during the applicable Prepayment
      Period;

     

    (iii) the
      Subordinate Prepayment Percentage of the Non-PO Percentage of all partial
      prepayments of principal received during the applicable Prepayment Period for
      each Mortgage Loan;

     

    (iv) the
      excess, if any, of (a) the Net Liquidation Proceeds allocable to principal
      received during the prior calendar month in respect of each Liquidated Mortgage
      Loan over (b) the sum of the amounts distributable to the holders of the Senior
      Certificates pursuant to clause (4) of the definition of “Senior Optimal
      Principal Distribution Amount” and “Class PO Certificate Principal Distribution
      Amount” on such Distribution Date;

     

    (v) the
      Subordinate Prepayment Percentage of the Non-PO Percentage of the sum of (a)
      the
      Scheduled Principal Balance of each Mortgage Loan which was repurchased by
      the
      Seller in connection with such Distribution Date and (b) the difference, if
      any,
      between the Scheduled Principal Balance of a Mortgage Loan that has been
      replaced by the Seller with a substitute Mortgage Loan pursuant to the Mortgage
      Loan Purchase Agreement in connection with such Distribution Date and the
      Scheduled Principal Balance of such substitute Mortgage Loan; and

     

    (vi) on
      the
      Distribution Date on which the Current Principal Amounts of the Senior
      Certificates (other than the Class
      X Certificates and Class PO Certificates)
      have
      all been reduced to zero, 100% of any Principal Distribution
      Amount.

     

    Subordinate
      Percentage:
      As of
      any Distribution Date, 100% minus the Senior Percentage for the Senior
      Certificates. The initial Subordinate Percentage will be equal to
      4.29%.

     

    Subordinate
      Prepayment Percentage:
      As of
      any Distribution Date, 100% minus the Senior Prepayment Percentage, except
      that
      on any Distribution Date after the Current Principal Amount of each Class of
      related Senior Certificates has each been reduced to zero, the Subordinate
      Prepayment Percentage for the Subordinate Certificates will equal
      100%.

     

    Subsequent
      Recoveries:
      As of
      any Distribution Date, amounts received by the related Servicer during the
      preceding calendar month or surplus amounts held by the related Servicer to
      cover estimated expenses (including, but not limited to, recoveries in respect
      of the representations and warranties made by the Seller pursuant to the
      Mortgage Loan Purchase Agreement) specifically related to a Liquidated Mortgage
      Loan or disposition of an REO Property prior to the preceding calendar month
      that resulted in a Realized Loss, after the liquidation or disposition of such
      Mortgage Loan.

     

    Substitute
      Mortgage Loan:
      A
      mortgage loan tendered to the Trustee pursuant to the related Servicing
      Agreement, the Mortgage Loan Purchase Agreement or Section 2.04 of this
      Agreement, as applicable, in each case, (i) which has an Outstanding Principal
      Balance not greater nor materially less than the Mortgage Loan for which it
      is
      to be substituted; (ii) which has a Mortgage Interest Rate and Net Mortgage
      Rate
      not less than, and not materially greater than, such Mortgage Loan; (iii) which
      has a maturity date not materially earlier or later than such Mortgage Loan
      and
      not later than the latest maturity date of any Mortgage Loan; (iv) which is
      of
      the same property type and occupancy type as such Mortgage Loan; (v) which
      has a
      Loan-to-Value Ratio not greater than the Loan-to-Value Ratio of such Mortgage
      Loan; (vi) which is current in payment of principal and interest as of the
      date
      of substitution; and (vii) as to which the payment terms do not vary in any
      material respect from the payment terms of the Mortgage Loan for which it is
      to
      be substituted.

     

    Tax
      Administration and Tax Matters Person:
      The
      Trustee or any successor thereto or assignee thereof shall serve as tax
      administrator hereunder and as agent for the Tax Matters Person. The Holder
      of
      each Class of Residual Certificates shall be the Tax Matters Person for the
      related REMIC, as more particularly set forth in Section 9.12
      hereof.

     

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

     

    Transferee
      Affidavit:
      As
      defined in Section 5.05(a).

     

    Transferor
      Affidavit:
      As
      defined in Section 5.05(a).

     

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

     

    Trust
      REMIC:
      That
      group of assets contained in the Trust Fund designated as a REMIC consisting
      of
      (i) the Mortgage Loans, (ii) the Distribution Account, (iii) any REO Property
      relating to the Mortgage Loans, (iv) the rights with respect to the related
      Servicing Agreement, (v) the rights with respect to the Assignment Agreement
      and
      (vi) any proceeds of the foregoing.

     

    Trustee:
      U.S.
      Bank National Association or its successor in interest, or any successor trustee
      appointed as herein provided.

     

    Trustee
      Fee:
      As to each Mortgage Loan and any Distribution Date, an amount equal to the
      product of (i) the Scheduled Principal Balance of such Mortgage Loan as of
      the
      Due Date in the month preceding the month in which such Distribution Date occurs
      and (ii) 1/12th
      of the Trustee Fee Rate.

     

    Trustee
      Fee Rate:
      0.012% per annum.

     

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

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      II

    Conveyance
      of Mortgage Loans;

    Original
      Issuance of Certificates

     

    Section
      2.01 Conveyance
      of Mortgage Loans to Trustee. 

     

    (a) The
      Depositor concurrently with the execution and delivery of this Agreement, sells,
      transfers and assigns to the Trust without recourse all its right, title and
      interest in and to (i) the Mortgage Loans identified in the Mortgage Loan
      Schedule, including all interest and principal due with respect to the Mortgage
      Loans after the Cut-off Date, but excluding any payments of principal and
      interest due on or prior to the Cut-off Date; (ii) such assets as shall from
      time to time be credited or are required by the terms of this Agreement to
      be
      credited to the Master Servicer Collection Account and the Distribution Account,
      (iii) such assets relating to the Mortgage Loans as from time to time may be
      held by the Servicers in the Protected Accounts, the Master Servicer in the
      Master Servicer Collection Account and the Trustee in the Distribution Account,
      (iv) any REO Property, (v) the Required Insurance Policies and any amounts
      paid
      or payable by the insurer under any Insurance Policy (to the extent the
      mortgagee has a claim thereto), (vi) the Mortgage Loan Purchase Agreement to
      the
      extent provided in Subsection 2.03(a), (vii) the rights with respect to the
      Servicing Agreements as assigned to the Trustee on behalf of the
      Certificateholders by the Assignment Agreement and (viii) all proceeds of the
      foregoing. Although it is the intent of the parties to this Agreement that
      the
      conveyance of the Depositor’s right, title and interest in and to the Mortgage
      Loans and other assets in the Trust Fund pursuant to this Agreement shall
      constitute a purchase and sale and not a loan, in the event that such conveyance
      is deemed to be a loan, it is the intent of the parties to this Agreement that
      the Depositor shall be deemed to have granted to the Trustee a first priority
      perfected security interest in all of the Depositor’s right, title and interest
      in, to and under the Mortgage Loans and other assets in the Trust Fund, and
      that
      this Agreement shall constitute a security agreement under applicable law.
      Moreover, if for any other reason this Agreement is held or deemed to create
      a
      security interest in the Mortgage Loans and the other assets constituting the
      Trust Fund, then it is intended as follows: (a) this Agreement shall also be
      deemed to be a security agreement within the meaning of Articles 8 and 9 of
      the
      Uniform Commercial Code; (b) the conveyance provided for in this Section shall
      be deemed to be a grant by the Depositor to the Trustee of a security interest
      in all of the Depositor’s right, title and interest in and to the Mortgage Loans
      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 or invested in the Distribution
      Account, whether in the form of cash, instruments, securities or other property;
      (c) the possession by the Trustee or its agent of the Mortgage Loans and such
      other items of property as constitute instruments, money, negotiable documents
      or chattel paper shall be deemed to be “possession by the secured party” for
      purposes of perfecting the security interest pursuant to Section 9-305 of the
      Uniform Commercial Code; (d) the Trustee shall be deemed to be the “securities
      intermediary,” as such term is defined in Section 8-102(a)(14)(ii) of the New
      York Uniform Commercial Code, that in the ordinary course of its business
      maintains “securities accounts” for others, as such term is used in Section
      8-501 of the New York Uniform Commercial Code; (e) the “securities
      intermediary’s jurisdiction” as defined in the New York Uniform Commercial Code
      shall be the State of New York; (f) the Trustee is not a “clearing corporation”,
      as such term is defined in Section 8-102(a)(5) of the New York Uniform
      Commercial Code and (g) notifications to persons holding such property, and
      acknowledgments, receipts or confirmations from persons holding such property,
      shall be deemed to be notifications to or acknowledgments, receipts or
      confirmations from, financial intermediaries, bailees or agents (as applicable)
      of the Trustee for the purpose of perfecting such security interest under
      applicable law. The Depositor, the Seller and the Trustee agree that it is
      not
      intended that any mortgage loan be conveyed to the Trust that is either (i)
      a
“High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective
      November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico
      Home Loan Protection Act effective January 1, 2004 (iii) a “High Cost Home
      Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act
      effective November 7, 2004 or (iv) a “High-Cost Home Loan” as defined by the
      Indiana High Cost Home Loan Law effective January 1, 2005.

     

    (b) In
      connection with the above transfer and assignment, the Depositor hereby
      delivers, or hereby causes to be delivered, to the Custodian, as agent for
      the
      Trustee, with respect to each Mortgage Loan:

     

    (i) the
      original Mortgage Note, endorsed without recourse (a) to the order of the
      Trustee or (b) in the case of a Mortgage Loan registered on the MERS system,
      endorsed in blank, in either case showing to the extent available to the related
      Mortgage Loan Seller an unbroken chain of endorsements from the original payee
      thereof to the Person endorsing such Mortgage Note to the Trustee, or lost
      note
      affidavit together with a copy of the related Mortgage Note;

     

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

     

    (iii) unless
      the Mortgage Loan is either a MOM Loan or has been assigned in the name of
      MERS,
      a certified copy of the assignment (which may be in the form of a blanket
      assignment if permitted in the jurisdiction in which the Mortgaged Property
      is
      located) to “U.S. Bank National Association, as Trustee”, with evidence of
      recording with respect to each Mortgage Loan in the name of the Trustee thereon
      (or if clause (w) in the proviso below applies or for Mortgage Loans with
      respect to which the related Mortgaged Property is located in a state other
      than
      Maryland or an Opinion of Counsel has been provided as set forth in this Section
      2.01(b), shall be in recordable form);

     

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

     

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

     

    (vi) the
      original policy of title insurance or mortgagee’s certificate of title insurance
      or commitment or binder for title insurance or, in the event such original
      title
      policy has not been received from the title insurer, such original title policy
      will be delivered within one year of the Closing Date or, in the event such
      original title policy is unavailable, a photocopy of such title policy or,
      in
      lieu thereof, a current lien search on the related Mortgaged Property;
      and

     

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

     

    provided,
      however,
      that in
      lieu of the foregoing, the Depositor may deliver to the Custodian, as agent
      of
      the Trustee, the following documents, under the circumstances set forth below:
      (w) in lieu of the original Security Instrument (other than the Mortgages
      related to the EMC Flow Loans), assignments to the Trustee or intervening
      assignments thereof which have been delivered, are being delivered or will,
      upon
      receipt of recording information relating to the Security Instrument required
      to
      be included thereon, be delivered to recording offices for recording and have
      not been returned to the Depositor in time to permit their delivery as specified
      above, the Depositor may deliver, or cause to be delivered, a true copy thereof
      with a certification, on the face of such copy, substantially as follows:
“Certified to be a true and correct copy of the original”; (x) in lieu of the
      Security Instrument, assignment to the Trustee or intervening assignments
      thereof, if the applicable jurisdiction retains the originals of such documents
      (as evidenced by a certification from the Depositor to such effect) the
      Depositor may deliver photocopies of such documents containing an original
      certification by the judicial or other governmental authority of the
      jurisdiction where such documents were recorded; (y) in lieu of the Mortgages
      (other
      than the Mortgages related to the EMC Flow Loans), assignment to the Trustee
      or
      in blank or intervening assignments thereof, if the applicable jurisdiction
      retains the originals of such documents (as evidenced by a certification from
      the Depositor to such effect) the Depositor may deliver, or cause to be
      delivered, photocopies of such documents containing an original certification
      by
      the judicial or other governmental authority of the jurisdiction where such
      documents were recorded; and
      (z)
      in lieu of the Mortgage Notes relating to the Mortgage Loans identified on
      Exhibit 5 to the Mortgage Loan Purchase Agreement, the Depositor may deliver,
      or
      cause to be delivered, a lost note affidavit from the related Seller; and (z)
      the Depositor shall not be required to deliver intervening assignments or
      Mortgage Note endorsements between the related underlying originator or
      underlying Seller and the related Seller, between the related Seller and the
      Depositor, and between the Depositor and the Trustee; and provided, further,
      however, that in the case of Mortgage Loans which have been prepaid in full
      after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu
      of
      delivering the above documents, may deliver, or cause to be delivered, to the
      Trustee or the Custodian, as its agent, a certification to such effect and
      shall
      deposit all amounts paid in respect of such Mortgage Loans in the Master
      Servicer Collection Account on the Closing Date. The Depositor shall deliver,
      or
      cause to be delivered, such original documents (including any original documents
      as to which certified copies had previously been delivered) to the Trustee
      or
      the Custodian, as its agent, promptly after they are received. The Depositor
      shall cause the related Seller, at its expense, to cause each assignment of
      the
      Security Instrument to the Trustee to be recorded not later than 180 days after
      the Closing Date, unless (a) such recordation is not required by the Rating
      Agencies or an Opinion of Counsel addressed to the Trustee has been provided
      to
      the Trustee (with a copy to the Custodian) which states that recordation of
      such
      Security Instrument is not required to protect the interests of the
      Certificateholders in the related Mortgage Loans or (b) MERS is identified
      on
      the Mortgage or on a properly recorded assignment of the Mortgage as the
      mortgagee of record solely as nominee for the Seller and its successor and
      assigns; provided, however, notwithstanding the foregoing, each assignment
      shall
      be submitted for recording by the Seller in the manner described above, at
      no
      expense to the Trust or the Trustee or the Custodian, as its agent, upon the
      earliest to occur of: (i) reasonable direction by the Holders of Certificates
      evidencing Fractional Undivided Interests aggregating not less than 25% of
      the
      Trust Fund, (ii) the occurrence of an Event of Default, (iii) the occurrence
      of
      a bankruptcy, insolvency or foreclosure relating to the Seller and (iv) the
      occurrence of a servicing transfer as described in Section 8.02 hereof.
      Notwithstanding the foregoing, if the Seller fails to pay the cost of recording
      the assignments, such expense will be paid by the Trustee and the Trustee shall
      be reimbursed for such expenses by the Trust in accordance with Section
      9.05.

     

    Section
      2.02 Acceptance
      of Mortgage Loans and Underlying Certificates by Trustee. 

     

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

     

    (b) No
      later
      than 180 days after the Closing Date, the Trustee or the Custodian, as its
      agent, will review, for the benefit of the Certificateholders, the Mortgage
      Files delivered to it and will execute and deliver or cause to be executed
      and
      delivered to the Depositor, the related Seller, the Master Servicer and the
      Trustee a Final Certification. In conducting such review, the Trustee or the
      Custodian, as its agent, will ascertain whether an original of each document
      required to be recorded has been returned from the recording office with
      evidence of recording thereon or a certified copy has been obtained from the
      recording office. If the Trustee or the Custodian, as its agent, finds a
      Material Defect, the Trustee or the Custodian, as its agent, shall promptly
      notify the Seller (provided, however, that with respect to those documents
      described in subsections (b)(iv) and (viii) of Section 2.01, the Trustee’s and
      Custodian’s obligations shall extend only to the documents actually delivered to
      the Custodian pursuant to such subsections). In accordance with the Mortgage
      Loan Purchase Agreement, the related Seller shall correct or cure any such
      defect within 90 days from the date of notice from the Trustee or the Custodian,
      as its agent, of the Material Defect and if the related Seller is unable to
      cure
      such defect within such period, and if such defect materially and adversely
      affects the interests of the related Certificateholders in the related Mortgage
      Loan, the Trustee shall enforce the related Seller’s obligation under the
      Mortgage Loan Purchase Agreement to, within 90 days from the Trustee’s or
      Custodian’s notification, provide a Substitute Mortgage Loan (if within two
      years of the Closing Date) or purchase such Mortgage Loan at the Purchase Price,
      provided that, if such defect would cause the Mortgage Loan to be other than
      a
“qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such
      cure, repurchase or substitution must occur within 90 days from the date such
      breach was discovered, provided, however, that if such defect relates solely
      to
      the inability of the related Seller to deliver the original Security Instrument
      or intervening assignments thereof, or a certified copy, because the originals
      of such documents or a certified copy, have not been returned by the applicable
      jurisdiction, the related Seller shall not be required to purchase such Mortgage
      Loan, if the related Seller delivers such original documents or certified copy
      promptly upon receipt, but in no event later than 360 days after the Closing
      Date. The foregoing repurchase obligation shall not apply in the event that
      the
      related Seller cannot deliver such original or copy of any document submitted
      for recording to the appropriate recording office in the applicable jurisdiction
      because such document has not been returned by such office; provided that the
      related Seller shall instead deliver a recording receipt of such recording
      office or, if such receipt is not available, a certificate confirming that
      such
      documents have been accepted for recording, and delivery to the Trustee or
      the
      Custodian, as its agent, shall be effected by the related Seller within thirty
      days of its receipt of the original recorded document.

     

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

     

    Section
      2.03 Assignment
      of Interest in the Mortgage Loan Purchase Agreement. 

     

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

     

    (b) If
      the
      Depositor or the Trustee discovers a breach of any of the representations and
      warranties set forth in the Mortgage Loan Purchase Agreement, which breach
      materially and adversely affects the value of the interests of related
      Certificateholders or the Trustee in the related Mortgage Loan, the party
      discovering the breach shall give prompt written notice of the breach to the
      other parties to this Agreement. EMC
      (on
      its own behalf and on behalf of Master Funding),
      within
      90 days of its discovery or receipt of notice that such breach has occurred
      (whichever occurs earlier), shall cure the breach in all material respects
      or,
      subject to the Mortgage Loan Purchase Agreement or Section 2.04 of this
      Agreement, as applicable, shall purchase the Mortgage Loan or any property
      acquired with respect thereto from the Trustee; provided, however, that if
      there
      is a breach of any representation set forth in the Mortgage Loan Purchase
      Agreement or Section 2.04 of this Agreement, as applicable, and the Mortgage
      Loan or the related property acquired with respect thereto has been sold, then
      EMC (on its own behalf and on behalf of Master Funding) shall pay, in lieu
      of
      the Purchase Price, any excess of the Purchase Price over the Net Liquidation
      Proceeds received upon such sale; provided further that, if such defect would
      cause the Mortgage Loan to be other than a “qualified mortgage” as defined in
      Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
      90
      days from the date such breach was discovered. If the Net Liquidation Proceeds
      exceed the Purchase Price, any excess shall be paid to EMC (on its own behalf
      and on behalf of Master Funding) to the extent not required by law to be paid
      to
      the borrower. Any such purchase by EMC (on its own behalf and on behalf of
      Master Funding) shall be made by providing an amount equal to the Purchase
      Price
      to the Master Servicer for deposit in the Master Servicer Collection Account
      and
      written notification detailing the components of such Purchase Price to the
      Master Servicer. The Depositor shall notify the Trustee and submit to the
      Custodian, as agent for the Trustee, a Request for Release, and the Custodian
      shall release, or the Trustee shall cause the Custodian to release, to the
      Seller the related Mortgage File and the Trustee shall execute and deliver
      all
      instruments of transfer or assignment furnished to it by EMC (on its own behalf
      and on behalf of Master Funding), without recourse, representation or warranty
      as are necessary to vest in the related Seller title to and rights under the
      Mortgage Loan or any property acquired with respect thereto. Such purchase
      shall
      be deemed to have occurred on the date on which the Purchase Price in available
      funds is received by the Trustee. The Master Servicer shall amend the Mortgage
      Loan Schedule to reflect such repurchase and shall promptly notify the EMC
      (on
      its own behalf and on behalf of Master Funding), the Trustee and the Rating
      Agencies of such amendment. Enforcement of the obligation of the Seller to
      purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or
      any
      property acquired with respect thereto (or pay the Purchase Price as set forth
      in the above proviso) as to which a breach has occurred and is continuing shall
      constitute the sole remedy respecting such breach available to the
      Certificateholders or the Trustee on their behalf.

     

    In
      connection with any repurchase of a Mortgage Loan or the cure of a breach of
      a
      representation or warranty set forth in Section 7 of the Mortgage Loan Purchase
      Agreement pursuant to this Section 2.03, EMC
      (on
      its own behalf and on behalf of Master Funding)
      shall, or cause the related Servicer to, furnish to
      the Trustee an officer’s certificate,
      signed by a duly authorized officer of the related Seller or the related
      Servicer, as the case may be, to the effect that such repurchase or cure has
      been made in accordance with the terms and conditions of this Agreement and
      that
      all conditions precedent to such repurchase or cure have been satisfied,
      including, in the case of a repurchase, the delivery to the Trustee of the
      Purchase Price or the excess of the Purchase Price over the Net Liquidation
      Proceeds, if applicable, for deposit into the Distribution Account, together
      with copies of the Opinion of Counsel, if any, required to be delivered pursuant
      to Section 2.08 and the related Request for Release, on which the Trustee may
      rely. Solely for purposes of the Trustee providing an Assessment of Compliance,
      upon receipt of the documentation specified in the preceding sentence, the
      Trustee shall approve such repurchase or cure, as applicable, and which approval
      shall be based solely on the Trustee’s receipt of such documentation and
      deposits, if applicable. It
      is
      understood and agreed that the obligation under this Agreement of the Seller
      to
      cure the breach of a representation or warranty set forth in Section 7 of the
      Mortgage Loan Purchase Agreement or to repurchase or substitute any Mortgage
      Loan as to which a breach has occurred and is continuing shall constitute the
      sole remedies against the related Seller respecting such breach available to
      Certificateholders, the Depositor or the Trustee.

     

    Section
      2.04 Substitution
      of Mortgage Loans. 

     

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

     

    In
      connection with any substitution of a Mortgage Loan pursuant to this Section
      2.04 EMC (on its own behalf and on behalf of Master Funding) shall, or cause
      the
      related Servicer to, furnish to the Trustee an officer’s certificate, signed by
      a duly authorized officer of EMC (on its own behalf and on behalf of Master
      Funding) or the related Servicer, as the case may be, to the effect that such
      substitution has been made in accordance with the terms and conditions of this
      Agreement and that all conditions precedent to such substitution have been
      satisfied, together with copies of the Opinion of Counsel, if any, required
      to
      be delivered pursuant to Section 2.08 and the related Request for Release,
      on
      which the Trustee may rely. Solely for purposes of the Trustee providing an
      Assessment of Compliance, upon receipt of the deposit specified in the preceding
      paragraph, if applicable, and the documentation specified in the preceding
      sentence, the Trustee shall approve such substitution and which approval shall
      be based solely on the Trustee’s receipt of such documentation and deposits. It
      is understood and agreed that the obligation under this Agreement of EMC (on
      its
      own behalf and on behalf of Master Funding) to substitute any Mortgage Loan
      as
      to which a breach has occurred and is continuing shall constitute the sole
      remedies against the Seller respecting such breach available to
      Certificateholders, the Depositor or the Trustee.

     

    Section
      2.05 Issuance
      of Certificates. 

     

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

     

    Section
      2.06 Representations
      and Warranties Concerning the Depositor. 

     

    The
      Depositor hereby represents and warrants to the Trustee and the Master Servicer
      as follows:

     

    (a) the
      Depositor (i) is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Delaware and (ii) is qualified and
      in
      good standing as a foreign corporation to do business in each jurisdiction
      where
      such qualification is necessary, except where the failure so to qualify would
      not reasonably be expected to have a material adverse effect on the Depositor’s
      business as presently conducted or on the Depositor’s ability to enter into this
      Agreement and to consummate the transactions contemplated hereby;

     

    (b) the
      Depositor has full corporate power to own its property, to carry on its business
      as presently conducted and to enter into and perform its obligations under
      this
      Agreement;

     

    (c) the
      execution and delivery by the Depositor of this Agreement have been duly
      authorized by all necessary corporate action on the part of the Depositor;
      and
      neither the execution and delivery of this Agreement, nor the consummation
      of
      the transactions herein contemplated, nor compliance with the provisions hereof,
      will conflict with or result in a breach of, or constitute a default under,
      any
      of the provisions of any law, governmental rule, regulation, judgment, decree
      or
      order binding on the Depositor or its properties or the articles of
      incorporation or by-laws of the Depositor, except those conflicts, breaches
      or
      defaults which would not reasonably be expected to have a material adverse
      effect on the Depositor’s ability to enter into this Agreement and to consummate
      the transactions contemplated hereby;

     

    (d) the
      execution, delivery and performance by the Depositor of this Agreement and
      the
      consummation of the transactions contemplated hereby do not require the consent
      or approval of, the giving of notice to, the registration with, or the taking
      of
      any other action in respect of, any state, federal or other governmental
      authority or agency, except those consents, approvals, notices, registrations
      or
      other actions as have already been obtained, given or made;

     

    (e) this
      Agreement has been duly executed and delivered by the Depositor and, assuming
      due authorization, execution and delivery by the other parties hereto,
      constitutes a valid and binding obligation of the Depositor enforceable against
      it in accordance with its terms (subject to applicable bankruptcy and insolvency
      laws and other similar laws affecting the enforcement of the rights of creditors
      generally);

     

    (f) there
      are
      no actions, suits or proceedings pending or, to the knowledge of the Depositor,
      threatened against the Depositor, before or by any court, administrative agency,
      arbitrator or governmental body (i) with respect to any of the transactions
      contemplated by this Agreement or (ii) with respect to any other matter which
      in
      the judgment of the Depositor will be determined adversely to the Depositor
      and
      will if determined adversely to the Depositor materially and adversely affect
      the Depositor’s ability to enter into this Agreement or perform its obligations
      under this Agreement; and the Depositor is not in default with respect to any
      order of any court, administrative agency, arbitrator or governmental body
      so as
      to materially and adversely affect the transactions contemplated by this
      Agreement; 

     

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

     

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

     

    Section
      2.07  Representations
      and Warranties of EMC.

     

    EMC,
      in
      its capacity as Seller and Master Servicer, hereby represents and warrants
      to
      the Depositor and the Trustee as follows, as of the Closing Date:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty set forth in the Mortgage Loan Purchase Agreement with respect to
      the
      Mortgage Loans that materially and adversely affects the interests of the
      Certificateholders in any Mortgage Loan, the party discovering such breach
      shall
      give prompt written notice thereof to the other parties. EMC, in its capacity
      as
      Seller, hereby covenants with respect to the representations and warranties
      set
      forth in the Mortgage Loan Purchase Agreement with respect to the Mortgage
      Loans, that within 90 days of the discovery of a breach of any representation
      or
      warranty set forth therein that materially and adversely affects the interests
      of the Certificateholders in any Mortgage Loan, it shall cure such breach in
      all
      material respects and, if such breach is not so cured, (i) if such 90 day period
      expires prior to the second anniversary of the Closing Date, remove such
      Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and substitute in
      its place a Replacement Mortgage Loan, in the manner and subject to the
      conditions set forth in this Section; or (ii) repurchase the affected Mortgage
      Loan or Mortgage Loans from the Trustee at the Purchase Price in the manner
      set
      forth below; provided that any such substitution pursuant to (i) above or
      repurchase pursuant to (ii) above shall not be effected prior to the delivery
      to
      the Trustee of an Opinion of Counsel if required by Section 2.08 hereof and
      any
      such substitution pursuant to (i) above shall not be effected prior to the
      additional delivery to the applicable Custodian of a Request for Release;
      provided further that, if such breach would cause the Mortgage Loan to be other
      than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any
      such cure, repurchase or substitution must occur within 90 days from the date
      such breach was discovered. The Trustee shall give prompt written notice to
      the
      parties hereto of EMC’s failure to cure such breach as set forth in the
      preceding sentence. EMC shall promptly reimburse the Master Servicer and the
      Trustee for any expenses reasonably incurred by the Master Servicer or the
      Trustee in respect of enforcing the remedies for such breach. To enable the
      Master Servicer to amend the Mortgage Loan Schedule, EMC shall, unless it cures
      such breach in a timely fashion pursuant to this Section 2.07, promptly notify
      the Master Servicer whether it intends either to repurchase, or to substitute
      for, the Mortgage Loan affected by such breach. With respect to the
      representations and warranties with respect to the Mortgage Loans that are
      made
      to the best of EMC’s knowledge, if it is discovered by any of the Depositor, the
      Master Servicer, EMC or the Trustee that the substance of such representation
      and warranty is inaccurate and such inaccuracy materially and adversely affects
      the value of the related Mortgage Loan, notwithstanding EMC’s lack of knowledge
      with respect to the substance of such representation or warranty, EMC (in its
      capacity as Seller) shall nevertheless be required to cure, substitute for
      or
      repurchase the affected Mortgage Loan in accordance with the
      foregoing.

     

    With
      respect to any Replacement Mortgage Loan or Loans, EMC (in its capacity as
      Seller) shall deliver to the Trustee or the related Custodian on its behalf
      for
      the benefit of the Certificateholders such documents and agreements as are
      required by Section 2.01. No substitution will be made in any calendar month
      after the Determination Date for such month. Notwithstanding the foregoing,
      such
      substitution must be done within two years of the Closing Date. Scheduled
      Payments due with respect to Replacement Mortgage Loans in the Due Period
      related to the Distribution Date on which such proceeds are to be distributed
      shall not be part of the Trust Fund and will be retained by EMC (in its capacity
      as Seller). For the month of substitution, distributions to Certificateholders
      will include the Scheduled Payment due on any Deleted Mortgage Loan for the
      related Due Period and thereafter EMC (in its capacity as Seller) shall be
      entitled to retain all amounts received in respect of such Deleted Mortgage
      Loan. The Master Servicer shall amend the Mortgage Loan Schedule for the benefit
      of the Certificateholders to reflect the removal of each such Deleted Mortgage
      Loan and the substitution of the Replacement Mortgage Loan or Loans and the
      Master Servicer shall deliver the amended Mortgage Loan Schedule to the Trustee
      and the related Custodian. Upon such substitution, the Replacement Mortgage
      Loan
      or Loans shall be subject to the terms of this Agreement in all respects, and
      EMC shall be deemed to have made with respect to such Replacement Mortgage
      Loan
      or Loans, as of the date of substitution, the representations and warranties
      set
      forth in Section 7 or Section 8 of the Mortgage Loan Purchase Agreement with
      respect to such Mortgage Loan. Upon any such substitution and the deposit into
      the Master Servicer Collection Account of the amount required to be deposited
      therein in connection with such substitution as described in the following
      paragraph and receipt by the related Custodian of a Request for Release for
      such
      Mortgage Loan, the related Custodian shall release to EMC the Mortgage File
      relating to such Deleted Mortgage Loan and held for the benefit of the
      Certificateholders and the Trustee shall execute and deliver at EMC’s direction
      such instruments of transfer or assignment as have been prepared by EMC, in
      each
      case without recourse, representation or warranty as shall be necessary to
      vest
      in EMC, or its respective designee, title to the Trustee’s interest in any
      Deleted Mortgage Loan substituted for pursuant to this Section
      2.07.

     

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

     

    In
      the
      event that EMC (in its capacity as Seller) shall have repurchased a Mortgage
      Loan, the Purchase Price therefor shall be deposited into the Master Servicer
      Collection Account maintained by the Master Servicer, on the Determination
      Date
      for the Distribution Date in the month following the month during which EMC
      became obligated to repurchase or replace such Mortgage Loan and upon such
      deposit of the Purchase Price, the delivery of an Opinion of Counsel if required
      by Section 2.08 and the receipt of a Request for Release, the related Custodian
      shall release the related Mortgage File held for the benefit of the
      Certificateholders to EMC, and the Trustee shall execute and deliver at such
      Person’s direction the related instruments of transfer or assignment prepared by
      EMC, in each case without recourse, representation or warranty, as shall be
      necessary to transfer title from the Trustee for the benefit of the
      Certificateholders and transfer the Trustee’s interest to EMC to any Mortgage
      Loan purchased pursuant to this Section 2.07. It is understood and agreed that
      the obligation under this Agreement of EMC to cure, repurchase or replace any
      Mortgage Loan as to which a breach has occurred and is continuing shall
      constitute the sole remedies against EMC (in its capacity as Seller) respecting
      such breach available to the Certificateholders, the Depositor or the
      Trustee.

     

    The
      representations and warranties set forth in this Section 2.07 hereof shall
      survive delivery of the respective Mortgage Loans and Mortgage Files to the
      Trustee or the related Custodian for the benefit of the
      Certificateholders. 

     

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

     

    Notwithstanding
      any contrary provision of this Agreement, with respect to any Mortgage Loan
      that
      is not in default or as to which default is not imminent, no repurchase or
      substitution pursuant to Sections 2.02, 2.03, 2.04 or 2.07 shall be made unless
      the Seller delivers to the Trustee an Opinion of Counsel, addressed to the
      Trustee, to the effect that such repurchase or substitution would not (i) result
      in the imposition of the tax on “prohibited transactions” of the Trust REMIC or
      contributions after the Closing Date, as defined in Sections 860F(a)(2) and
      860G(d) of the Code, respectively, or (ii) cause the Trust REMIC to fail to
      qualify as a REMIC at any time that any Certificates are outstanding. Any
      Mortgage Loan as to which repurchase or substitution was delayed pursuant to
      this paragraph shall be repurchased or the substitution therefor shall occur
      (subject to compliance with Sections 2.02, 2.03, 2.04 or 2.07) upon the earlier
      of (a) the occurrence of a default or imminent default with respect to such
      Mortgage Loan and (b) receipt by the Trustee of an Opinion of Counsel addressed
      to the Trustee to the effect that such repurchase or substitution, as
      applicable, will not result in the events described in clause (i) or clause
      (ii)
      of the preceding sentence.

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      III

    Administration
      of the Trust Fund and Servicing of Mortgage Loans

     

    Section
      3.01 Master
      Servicer.

     

    The
      Master Servicer shall supervise, monitor and oversee the obligation of the
      Servicers to service and administer the Mortgage Loans in accordance with the
      terms of the applicable Servicing Agreement and shall have full power and
      authority to do any and all things which it may deem necessary or desirable
      in
      connection with such master servicing and administration. In performing its
      obligations hereunder, the Master Servicer shall act in a manner consistent
      with
      Accepted Master Servicing Practices. Furthermore, the Master Servicer shall
      oversee and consult with each Servicer as necessary from time-to-time to carry
      out the Master Servicer’s obligations hereunder, shall receive, review and
      evaluate all reports, information and other data provided to the Master Servicer
      by each Servicer and shall cause each Servicer to perform and observe the
      covenants, obligations and conditions to be performed or observed by such
      Servicer under its applicable Servicing Agreement. The Master Servicer shall
      independently and separately monitor the Servicer’s servicing activities with
      respect to each Mortgage Loan, reconcile the results of such monitoring with
      such information provided in the previous sentence on a monthly basis and
      coordinate corrective adjustments to the Servicers’ and Master Servicer’s
      records, and based on such reconciled and corrected information, the Master
      Servicer shall provide such information to the Trustee, in
      the
      form of Exhibit R attached hereto and as
      shall
      be necessary in order for it to prepare the statements specified in Section
      6.05(a) by
      12:00
      p.m. CST on the 5th Business Day prior to each Distribution Date,
      and
      prepare any other information and statements required to be forwarded by the
      Master Servicer hereunder; provided, however, in no event shall the Master
      Servicer be required to provide such information to the Trustee earlier than
      12:00 p.m. CST on the 19th
      calendar
      day of the month. The Master Servicer shall reconcile the results of its
      Mortgage Loan monitoring with the actual remittances of the Servicers pursuant
      to the applicable Servicing Agreement. The Master Servicer shall be entitled
      to
      conclusively rely on the Mortgage Loan data provided by the related Servicer
      and
      shall have no liability for any errors in such Mortgage Loan data.

     

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

     

    The
      Trustee shall furnish the Servicers and the Master Servicer with any powers
      of
      attorney substantially in the form of Exhibit P hereto and upon written request
      from a Servicing Officer other documents in form as provided to it necessary
      or
      appropriate to enable the Servicers and the Master Servicer to service and
      administer the Mortgage Loans and REO Property. The Trustee shall be indemnified
      by the Master Servicer for any costs, liabilities or expenses incurred by it
      in
      connection with such powers of attorney.

     

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

     

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

     

    Section
      3.02 REMIC-Related
      Covenants. 

     

    For
      as
      long as the Trust REMIC shall exist, the Trustee shall act in accordance
      herewith to assure continuing treatment of the Trust REMIC as a REMIC, and
      the
      Trustee shall comply with any directions of the Depositor, the related Servicer
      or the Master Servicer to ensure such continuing treatment. In particular,
      the
      Trustee shall not (unless expressly permitted under the terms of this Agreement)
      (a) sell or permit the sale of all or any portion of the Mortgage Loans or
      of
      any investment of deposits in an Account unless such sale is as a result of
      a
      repurchase of the Mortgage Loans pursuant to this Agreement or the Trustee
      has
      received a REMIC Opinion addressed to the Trustee prepared at the expense of
      the
      Trust Fund; (b) other than with respect to a substitution pursuant to the
      Mortgage Loan Purchase Agreement, Section 2.04 or Section 2.07 of this
      Agreement, as applicable, accept any contribution to the Trust REMIC after
      the
      Startup Day without receipt of a REMIC Opinion addressed to the Trustee; or
      (c)
      acquire any assets for the Trust REMIC other than any REO Property after the
      Startup Day without receipt of a REMIC Opinion.

     

    Section
      3.03 Monitoring
      of Servicers. 

     

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

     

    (b) The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      shall enforce the obligations of each Servicer under the related Servicing
      Agreement, and shall, in the event that a Servicer, other than the Company,
      fails to perform its obligations in accordance with the related
      Servicing Agreement, subject to the preceding paragraph, terminate the rights
      and obligations of such Servicer thereunder and act as servicer of the related
      Mortgage Loans or to cause the Trustee to enter into a new Servicing Agreement
      with a successor Servicer selected by the Master Servicer; provided, however,
      it
      is understood and acknowledged by the parties hereto that there will be a period
      of transition (not to exceed 90 days) before the actual servicing functions
      can
      be fully transferred to such successor Servicer. In the event that the Company
      fails to perform its obligations in accordance with the EMC Servicing Agreement,
      subject to the preceding paragraph,
      the Master Servicer shall notify the Trustee in writing of such failure.
      Pursuant to its receipt of such notification from the Master Servicer, the
      Trustee shall terminate the rights and obligations of the Company under the
      EMC
      Servicing Agreement and enter in to a new Servicing Agreement with a successor
      Servicer selected by the Trustee; provided, however, it is understood and
      acknowledged by the parties hereto that there will be a period of transition
      (not to exceed 90 days) before the actual servicing functions can be fully
      transferred to such successor Servicer. In either event, such enforcement,
      including, without limitation, the legal prosecution of claims, termination
      of
      the Servicing Agreements and the pursuit of other appropriate remedies, shall
      be
      in such form and carried out to such an extent and at such time as the Master
      Servicer (or in the case the Company is terminated as the Servicer, the
      successor servicer or the Trustee, as applicable) in its good faith business
      judgment, would require were it the owner of the Mortgage Loans. The Master
      Servicer shall pay the costs of such enforcement at its own expense, provided
      that the Master Servicer shall not be required to prosecute or defend any legal
      action except to the extent that the Master Servicer shall have received
      reasonable indemnity for its costs and expenses in pursuing such action. In
      the
      event that the Company is terminated as the Servicer, the Trustee shall pay
      the
      costs of such enforcement at its own expense, subject to its right to be
      reimbursed for such costs from the Distribution Account pursuant to Section
      3.03(c); provided that the Trustee shall not be required to prosecute or defend
      any legal action except to the extent that the Trustee shall have received
      reasonable indemnity for its costs and expenses in pursuing such action. Nothing
      herein shall impose any obligation on the part of the Trustee to assume or
      succeed to the duties or obligations of the Company or the Master Servicer
      unless the Trustee has not been able to find a successor servicer or a successor
      master servicer.

     

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

     

    (d) The
      Master Servicer shall require each Servicer to comply with the remittance
      requirements and other obligations set forth in the related Servicing
      Agreement.

     

    (e) If
      the
      Master Servicer acts as a servicer, it shall not be liable for losses of the
      predecessor Servicer or any acts or omissions of the predecessor Servicer,
      or
      deemed to have made any representations and warranties of the related Servicer,
      if any, that it replaces.

     

    Section
      3.04 Fidelity
      Bond. 

     

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

     

    Section
      3.05 Power
      to Act; Procedures. 

     

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

     

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

     

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

     

    Section
      3.07 Release
      of Mortgage Files.

     

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

     

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

     

    Section
      3.08 Documents,
      Records and Funds in Possession of Master Servicer to Be Held for
      Trustee.

     

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

     

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

     

    Section
      3.09 Standard
      Hazard Insurance and Flood Insurance Policies. 

     

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

     

    (b) Pursuant
      to Section 4.01 and 4.02, any amounts collected by the Servicers or the Master
      Servicer, or by any Servicer, under any insurance policies (other than amounts
      to be applied to the restoration or repair of the property subject to the
      related Mortgage or released to the Mortgagor in accordance with the applicable
      Servicing Agreement) shall be deposited into the Master Servicer Collection
      Account, subject to withdrawal pursuant to Section 4.02 and 4.03. Any cost
      incurred by the Master Servicer or any Servicer in maintaining any such
      insurance if the Mortgagor defaults in its obligation to do so shall be added
      to
      the amount owing under the Mortgage Loan where the terms of the Mortgage Loan
      so
      permit; provided, however, that the addition of any such cost shall not be
      taken
      into account for purposes of calculating the distributions to be made to
      Certificateholders and shall be recoverable by the Master Servicer or such
      Servicer pursuant to Sections 4.02 and 4.03.

     

    Section
      3.10 Presentment
      of Claims and Collection of Proceeds. 

     

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

     

    Section
      3.11 Maintenance
      of the Primary Mortgage Insurance Policies.

     

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

     

    (b) The
      Master Servicer agrees to present, or to cause each Servicer (to the extent
      required under the related Servicing Agreement) to present, on behalf of the
      Trustee and the Certificateholders, claims to the insurer under any Primary
      Mortgage Insurance Policies and, in this regard, to take such reasonable action
      as shall be necessary to permit recovery under any Primary Mortgage Insurance
      Policies respecting defaulted Mortgage Loans. Pursuant to Section 4.01 and
      4.02,
      any amounts collected by the Master Servicer or any Servicer under any Primary
      Mortgage Insurance Policies shall be deposited in the Master Servicer Collection
      Account, subject to withdrawal pursuant to Sections 4.02 and 4.03.

     

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

     

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

     

    Section
      3.13 Realization
      Upon Defaulted Mortgage Loans. 

     

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

     

    Section
      3.14 Compensation
      for the Master Servicer. 

     

    The
      Master Servicer will be entitled to all income and gain realized from any
      investment of funds in the Master Servicer Collection Account, pursuant to
      Article IV, for the performance of its activities hereunder. Servicing
      compensation in the form of assumption fees, if any, late payment charges,
      as
      collected, if any, or otherwise (including any prepayment premium or penalty)
      shall be retained by the applicable Servicer and shall not be deposited in
      the
      related Protected Account. The Master Servicer shall be required to pay all
      expenses incurred by it in connection with its activities hereunder and shall
      not be entitled to reimbursement therefor except as provided in this
      Agreement.

     

    Section
      3.15 REO
      Property. 

     

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

     

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

     

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

     

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

     

    Section
      3.16 Annual
      Statement as to Compliance.

     

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

    


    Failure
      of the Master Servicer to comply with this Section 3.16 (including with respect
      to the timeframes required herein) shall be deemed an Event of Default, and
      at
      the written direction of the Depositor the Trustee shall, in addition to
      whatever rights the Trustee may have under this Agreement and at law or equity
      or to damages, including injunctive relief and specific performance, upon notice
      immediately terminate all of the rights and obligations of the Master Servicer
      under this Agreement and in and to the Mortgage Loans and the proceeds thereof
      without compensating the Master Servicer for the same (but
      subject to the Master Servicer’s rights to payment of any Master Servicing
      Compensation and reimbursement of all amounts for which it is entitled to be
      reimbursed prior to the date of termination).
      This
      paragraph shall supersede any other provision in this Agreement or any other
      agreement to the contrary.

    


    In
      the event the Master Servicer, any Servicer or
      any subservicer or subcontractor engaged by either such party is terminated
      or
      resigns pursuant to the terms of this Agreement, or any other applicable
      agreement in the case of a Servicer, a subservicer or subcontractor, as the
      case
      may be, such party shall provide an Annual Statement of Compliance pursuant
      to
      this Section 3.16 or to the related section of such other applicable agreement,
      as the case may be, as to the performance of its obligations with respect to
      the
      period of time it was subject to this Agreement or any other applicable
      agreement, as the case may be notwithstanding any such termination or
      resignation.

    


    Section
      3.17 Assessments
      of Compliance and Attestation Reports. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      Master Servicer shall enforce the obligation of each Servicer to deliver to
      the
      Trustee, the Master Servicer and the Depositor an Assessment of Compliance
      and
      Attestation Report as and when provided in the related Servicing Agreement.
      Each
      of the Master Servicer and the Trustee shall cause, and the Master Servicer
      shall enforce the obligation (as and when provided in the related Servicing
      Agreement) of each Servicer to cause, any subservicer and each subcontractor
      (to
      the extent such subcontractor is determined by the Master Servicer or the
      Trustee, as applicable, to be “participating in the servicing function” within
      the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer,
      the
      Master Servicer or the Trustee, as applicable, to deliver to the Trustee, the
      Master Servicer and the Depositor an Assessment of Compliance and Attestation
      Report as and when provided above. Such Assessment of Compliance, as to any
      subservicer or subcontractor, shall at a minimum address the applicable
      Servicing Criteria specified on Exhibit L hereto which are indicated as
      applicable to any “primary servicer” to the extent such subservicer or
      subcontractor is performing any servicing function for the party who engages
      it
      and to the extent such party is not itself addressing the Servicing Criteria
      related to such servicing function in its own Assessment of Compliance. The
      Master Servicer shall confirm that each of the Assessments of Compliance
      delivered to it, taken as a whole, address all of the Servicing Criteria and
      taken individually address the Servicing Criteria for each party as set forth
      in
      Exhibit L and notify the Depositor 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.

     

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

    


    Failure
      of the Master Servicer to comply with this Section 3.17 (including with respect
      to the timeframes required herein) shall
      constitute an
      Event
      of Default, and at the written direction of the Depositor the Trustee shall,
      in
      addition to whatever rights the Trustee may have under this Agreement and at
      law
      or equity or to damages, including injunctive relief and specific performance,
      upon notice immediately terminate all of the rights and obligations of the
      Master Servicer under this Agreement and in and to the Mortgage Loans and the
      proceeds thereof without compensating the Master Servicer for the same (but
      subject to the Master Servicer’s rights to payment of any Master Servicing
      Compensation and reimbursement of all amounts for which it is entitled to be
      reimbursed prior to the date of termination). Failure of the Trustee to comply
      with this Section 3.17 (including with respect to the timeframes required in
      this Section) which failure results in a failure to timely file the related
      Form
      10-K, shall be deemed a default which may result in the termination of the
      Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in
      addition to whatever rights the Depositor may have under this Agreement and
      at
      law or equity or to damages, including injunctive relief and specific
      performance, upon notice immediately terminate all of the rights and obligations
      of the Trustee under this Agreement and in and to the Mortgage Loans and the
      proceeds thereof without compensating the Trustee for the same (but subject
      to
      the 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
      the event the Master Servicer, the Custodian, the Trustee
      or any
      subservicer or subcontractor engaged by any such party is terminated, assigns
      its rights and obligations under, or resigns pursuant to, the terms of the
      Agreement, the related Custodial Agreement, or any other applicable agreement
      in
      the case of a subservicer or subcontractor, as the case may be, such party
      shall
      provide an Assessment of Compliance and cause to be provided an Attestation
      Report pursuant to this Section 3.17 or to the related section of such other
      applicable agreement, as the case may be, notwithstanding any such termination,
      assignment or resignation.

    


    Section
      3.18 Reports
      Filed with Securities and Exchange Commission. 

     

    (a)  (i)
      (A)
      Within 15 days after each Distribution Date, the 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 Master Servicer, with a copy of the Monthly Statement to
      be
      furnished by the Trustee to the Certificateholders for such Distribution Date;
      provided that, the Trustee shall have received no later than five (5) calendar
      days after the related Distribution Date, all information required to be
      provided to the 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 (“Additional Form 10-D Disclosure”) shall
      be,
      pursuant to the paragraph immediately below, reported by the parties set forth
      on Exhibit M to the Trustee and the Depositor and approved for inclusion by
      the
      Depositor, and the Trustee will have no duty or liability for any failure
      hereunder to determine or prepare any Additional Form 10-D Disclosure absent
      such reporting (other than with respect to when it is the reporting party as
      set
      forth in Exhibit M) and approval.

     

    (B)
      Within five (5) calendar days after the related Distribution Date, (i) the
      parties set forth in Exhibit M shall be required to provide, and the Master
      Servicer shall enforce the obligations of each Servicer (to the extent provided
      in the related Servicing Agreement) to provide, pursuant to Section 3.18(a)(iv)
      below, to the Trustee (via email to notifications@fsir.com) 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 Trustee
      and the
      Depositor and such party, the form and substance of any Additional Form 10-D
      Disclosure, if applicable, and (ii) the Depositor will approve, as to form
      and
      substance, or disapprove, as the case may be, the inclusion of the Additional
      Form 10-D Disclosure on Form 10-D. Subject to the foregoing, the Trustee has
      no
      duty under this Agreement to monitor or enforce the performance by the other
      parties listed on Exhibit M of their duties under this paragraph or to
      proactively solicit or procure from such parties any Additional Form 10-D
      Disclosure information. The Depositor shall be responsible for any reasonable
      fees and expenses assessed or incurred by the Trustee in connection with
      including any Additional Form 10-D Disclosure on Form 10-D pursuant to this
      Section.

     

    (C)
      After
      preparing the Form 10-D, the Trustee shall forward electronically a copy of
      the
      Form 10-D to the Depositor (in the case of any Additional 10-D Disclosure and
      otherwise if requested by the Depositor) and the Master Servicer for review.
      Within
      two Business Days after receipt of such copy, but no later than the 12th
      calendar day after the Distribution Date (provided that, the Trustee forwards
      a
      copy of the Form 10-D no later than the 10th
      calendar
      after the Distribution Date), the Depositor shall notify the Trustee in writing
      (via email to notifications@fsir.com) of any changes to or approval of such
      Form
      10-D. In the absence of receipt of any written changes or approval, the Trustee
      shall be entitled to assume that such Form 10-D is in final form and the Trustee
      may proceed with the execution and filing of the Form 10-D. No later than two
      (2) Business Days prior to the 15th calendar day after the related Distribution
      Date, a duly authorized officer of the Master Servicer shall sign the Form
      10-D
      and return an electronic or fax copy of such signed Form 10-D (with an original
      executed hard copy to follow by overnight mail) to the Trustee. If a Form 10-D
      cannot be filed on time or if a previously filed Form 10-D needs to be amended,
      the Trustee shall follow the procedures set forth in Section 3.18(a)(v)(B).
      Promptly (but no later than one (1) Business Day) after filing with the
      Commission, the Trustee shall make available on its internet website identified
      in Section 6.05 a final executed copy of each Form 10-D filed by the Trustee.
      The signing party at the Master Servicer can be contacted as set forth in
      Section 11.07. Form 10-D requires the registrant to indicate (by checking “yes”
or “no”) that it (1) has filed all reports required to be filed by Section 13 or
      15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days. The Depositor shall
      notify the Trustee in writing, no later than the fifth calendar day after the
      related Distribution Date with respect to the filing of a report on Form 10-D,
      if the answer to the questions should be “no”. The Trustee shall be entitled to
      rely on the representations in Section 2.06(g) or any such notice in preparing,
      executing and/or filing any such report. The parties to this Agreement
      acknowledge that the performance by the Master Servicer and the Trustee of
      their
      respective duties under Sections 3.18(a)(i) and (v) related to the timely
      preparation, execution and filing of Form 10-D is contingent upon such parties
      strictly observing all applicable deadlines in the performance of their duties
      under such Sections. Neither the Master Servicer nor the Trustee shall have
      any
      liability for any loss, expense, damage, claim arising out of or with respect
      to
      any failure to properly prepare, execute and/or timely file such Form 10-D,
      where such failure results from a party’s failure to deliver on a timely basis,
      any information from such party needed to prepare, arrange for execution or
      file
      such Form 10-D, not resulting from its own negligence, bad faith or willful
      misconduct. 

     

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

     

    (B)
      For
      so long as the Trust is subject to the Exchange Act reporting requirements,
      no
      later than the close of business on the 2nd Business Day after the occurrence
      of
      a Reportable Event (i) the parties set forth in Exhibit M shall be required
      pursuant to Section 3.18(a)(iv) below to provide, and the Master Servicer will
      enforce the obligations of each Servicer (to the extent provided in the related
      Servicing Agreement) to provide to the 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 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 Trustee in connection with
      including any Form 8-K Disclosure Information on Form 8-K pursuant to this
      Section. 

     

    (C)
      After
      preparing the Form 8-K, the Trustee shall forward electronically a copy of
      the
      Form 8-K to the Depositor and the Master Servicer for review. No later than
      the
      close of business New York City time on the 3rd Business Day after the
      Reportable Event, a duly authorized officer of the Master Servicer shall sign
      the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with
      an original executed hard copy to follow by overnight mail) to the Trustee.
      Promptly, but no later than the close of business on the 3rd Business Day after
      the Reportable Event (provided that, the Trustee forwards a copy of the Form
      8-K
      no later than noon New York time on the third Business Day after the Reportable
      Event), the Depositor shall notify the Trustee in writing via email to
      notifications@fsir.com of any changes to or approval of such Form 8-K. In the
      absence of receipt of any written changes or approval, the Trustee shall be
      entitled to assume that such Form 8-K is in final form and the Trustee may
      proceed with the execution and filing of the Form 8-K. If a Form 8-K cannot
      be
      filed on time or if a previously filed Form 8-K needs to be amended, the Trustee
      shall follow the procedures set forth in Section 3.18(a)(v)(B). Promptly (but
      no
      later than one (1) Business Day) after filing with the Commission, the Trustee
      shall, make available on its internet website a final executed copy of each
      Form
      8-K filed by the Trustee. The signing party at the Master Servicer can be
      contacted as set forth in Section 11.07. The parties to this Agreement
      acknowledge that the performance by Master Servicer and the Trustee of their
      respective duties under this Section 3.18(a)(ii) related to the timely
      preparation, execution and filing of Form 8-K is contingent upon such parties
      strictly observing all applicable deadlines in the performance of their duties
      under this Section 3.18(a)(ii). Neither the Master Servicer nor the Trustee
      shall have any liability for any loss, expense, damage, claim arising out of
      or
      with respect to any failure to properly prepare, execute and/or timely file
      such
      Form 8-K, where such failure results from a party’s failure to deliver on a
      timely basis, any information from such party needed to prepare, arrange for
      execution or file such Form 8-K, not resulting from its own negligence, bad
      faith or willful misconduct.

     

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

     

    (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 M shall be required
      to
      provide, and the Master Servicer shall enforce the obligations of each Servicer
      (to the extent provided in the related Servicing Agreement) to provide, pursuant
      to Section 3.18(a)(iv) below to the 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 Trustee and the Depositor and such
      party, the form and substance of any Additional Form 10-K Disclosure, if
      applicable, and (ii) the Depositor will approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Additional Form 10-K
      Disclosure on Form 10-K. The Depositor shall be responsible for any reasonable
      fees and expenses assessed or incurred by the Trustee in connection with
      including any Additional Form 10-K Disclosure on Form 10-K pursuant to this
      Section.

     

    (C)
      After
      preparing the Form 10-K, the Trustee shall forward electronically a copy of
      the
      Form 10-K to the Depositor (only in the case where such Form 10-K includes
      Additional Form 10-K Disclosure and otherwise if requested by the Depositor)
      and
      the Master Servicer for review. Within three Business Days after receipt of
      such
      copy, but no later than March 25th
      (provided that, the Trustee forwards a copy of the Form 10-K no later than
      four
      Business Days after March 15th), the Depositor shall notify the 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 Trustee shall be entitled to assume that such Form 10-K is in final form
      and
      the Trustee may proceed with the execution and filing of the Form 10-K. No
      later
      than the close of business Eastern Standard time on the 4th Business Day prior
      to the Form 10-K Filing Deadline, an officer of the Master Servicer in charge
      of
      the master servicing function shall sign the Form 10-K and return an electronic
      or fax copy of such signed Form 10-K (with an original executed hard copy to
      follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed on
      time
      or if a previously filed Form 10-K needs to be amended, the Trustee will follow
      the procedures set forth in Section 3.18(a)(v)(B). Promptly (but no later than
      one (1) Business Day) after filing with the Commission, the Trustee shall make
      available on its internet website a final executed copy of each Form 10-K filed
      by the Trustee. The signing party at the Master Servicer can be contacted
as
      set forth in Section 11.07.
      Form
      10-K requires the registrant to indicate (by checking “yes ” or “no”) that it
      (1) has filed all reports required to be filed by Section 13 or 15(d) of the
      Exchange Act during the preceding 12 months (or for such shorter period that
      the
      registrant was required to file such reports), and (2) has been subject to
      such
      filing requirements for the past 90 days. The Depositor shall notify the Trustee
      in writing, no later than the 15th calendar day in March of each year in which
      the Trust is subject to the reporting requirements of the Exchange Act with
      respect to the filing of a report on Form 10-K, if the answer to the questions
      should be “no”. The Trustee shall be entitled to rely on the representations in
      Section 2.06(g) or any such notice in preparing, executing and/or filing any
      such report. The parties to this Agreement acknowledge that the performance
      by
      the Master Servicer and the Trustee of their respective duties under Sections
      3.18(a)(iii) and (iv) related to the timely preparation, execution and filing
      of
      Form 10-K is contingent upon such parties strictly observing all applicable
      deadlines in the performance of their duties under such Sections and Sections
      3.16 and Section 3.17. Neither the Master Servicer nor the Trustee shall have
      any liability for any loss, expense, damage, claim arising out of or with
      respect to any failure to properly prepare, execute and/or timely file such
      Form
      10-K, where such failure results from the Master Servicer’s or the 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 pursuant to the Sarbanes-Oxley Act which
      shall
      be signed by the Certifying Person and delivered to the Trustee no later than
      March 15th
      of each
      year in which the Trust is subject to the reporting requirements of the Exchange
      Act. The Master Servicer shall cause any Servicer, and any subservicer or
      subcontractor engaged by it to, provide to the Person who signs the
      Sarbanes-Oxley Certification (the “Certifying Person”), by March 15th of each
      year in which the Trust is subject to the reporting requirements of the Exchange
      Act (or such other date specified in the related Servicing Agreement) and
      otherwise within a reasonable period of time upon request, a certification
      (each, a “Back-Up Certification”), in the form attached hereto as Exhibit K,
      upon which the Certifying Person, the entity for which the Certifying Person
      acts as an officer, and such entity’s officers, directors and Affiliates
      (collectively with the Certifying Person, “Certification Parties”) can
      reasonably rely. An officer of the Master Servicer in charge of the master
      servicing function shall serve as the Certifying Person on behalf of the Trust.
      Such officer of the Certifying Person can be contacted as set forth in Section
      11.07. In
      connection with the filing of any Form 10-K hereunder, the Trustee shall sign
      a
      Back-Up Certification substantially in the form of Exhibit Q; provided, however,
      that the Trustee shall not be required to undertake an analysis of any
      accountant’s report attached as an exhibit to the Form 10-K. In
      the
      event the Trustee is terminated or resigns pursuant to the terms of this
      Agreement or any subcontractor or subservicer is terminated pursuant to the
      related servicing agreement, the Trustee, subcontractor or subservicer, as
      applicable, shall provide a Back-Up Certification to the Certifying Person
      pursuant to this Section 3.18(b) with respect to the period of time it was
      subject to this Agreement or the related servicing agreement, as
      applicable.

     

    (iv)
      With
      respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
      or any Form 8-K Disclosure Information (collectively, the “Additional
      Disclosure”) relating to the Trust Fund, the Trustee’s obligation to include
      such Additional Information in the applicable Exchange Act report is subject
      to
      receipt from the entity that is indicated in Exhibit M as the responsible party
      for providing that information, if other than the Trustee, as and when required
      as described in Section 3.18(a)(i) through (iii) above. Such Additional
      Disclosure shall be accompanied by a notice substantially in the form of Exhibit
      N. Each of the Master Servicer, the Seller, the Trustee, the Custodian and
      the
      Depositor hereby agrees to notify and provide, and the Master Servicer agrees
      to
      enforce the obligations (to the extent provided in the related Servicing
      Agreement) of each Servicer to notify and provide, to the extent known to the
      Trustee and the Depositor all Additional Disclosure relating to the Trust Fund,
      with respect to which such party is indicated in Exhibit M as the responsible
      party for providing that information. The Depositor shall be responsible for
      any
      reasonable fees and expenses assessed or incurred by the Trustee in connection
      with including any Additional Disclosure information pursuant to this
      Section.

     

    (v)
      (A)
      On or prior to January 30th of the first year in which the Trustee is able
      to do
      so under applicable law, the 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 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 Trustee shall promptly notify the Depositor and the
      Master Servicer. In the case of Form 10-D and Form 10-K, the Depositor, the
      Master Servicer and the 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 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 Trustee shall notify
      the Depositor and the parties affected thereby and such parties will cooperate
      to prepare any necessary Form 8-K, 10-DA or 10-KA. Any Form 15, Form 12b-25
      or
      any amendment to Form 8-K, 10-D or 10-K shall be signed by an appropriate
      officer of the Master Servicer. The parties hereto acknowledge that the
      performance by the Master Servicer and the Trustee of their respective duties
      under this Section 3.18(a)(v) related to the timely preparation, execution
      and
      filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K
      is
      contingent upon the Master Servicer and the Depositor timely performing their
      duties under this Section. Neither the Master Servicer nor the Trustee shall
      have any liability for any loss, expense, damage or claim arising out of or
      with
      respect to any failure to properly prepare, execute and/or timely file any
      such
      Form 15, Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K, where such
      failure results from a party’s failure to deliver on a timely basis, any
      information from such party needed to prepare, arrange for execution or file
      such Form 15, Form 12b-25 or any amendments to 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 Trustee, from time to time upon
      request, such further information, reports and financial statements within
      its
      control related to this Agreement, the Mortgage Loans as the Trustee reasonably
      deems appropriate to prepare and file all necessary reports with the Commission.
      The Trustee shall have no responsibility to file any items other than those
      specified in this Section 3.18; provided, however, the Trustee shall cooperate
      with the Depositor in connection with any additional filings with respect to
      the
      Trust Fund as the Depositor deems necessary under the Exchange Act. Copies
      of
      all reports filed by the Trustee under the Exchange Act shall be available
      on
      the Trustee’s website initially located at www.usbank.com/abs. Fees and expenses
      incurred by the Trustee in connection with this Section 3.18 shall not be
      reimbursable from the Trust Fund.

     

    (b)  The
      Trustee shall indemnify and hold harmless the Depositor and the Master Servicer
      and each of its officers, directors and affiliates from and against any losses,
      damages, penalties, fines, forfeitures, reasonable and necessary legal fees
      and
      related costs, judgments and other costs and expenses arising out of or based
      upon a breach of the Trustee’s obligations under Sections 3.16, 3.17 and 3.18 or
      the Trustee’s negligence, bad faith or willful misconduct in connection
      therewith. In addition, the Trustee shall indemnify and hold harmless the
      Depositor and the Master Servicer and each of their 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 reasonable 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 Trustee on its behalf
      or
      on behalf of any subservicer or subcontractor engaged by the Trustee pursuant
      to
      Section 3.16, 3.17 or 3.18 (the
      “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 Trustee Information and not to any other
      information communicated in connection with the Certificates, without regard
      to
      whether the Trustee Information or any portion thereof is presented together
      with or separately from such other information.

     

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

     

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

     

    If
      the
      indemnification provided for herein is unavailable or insufficient to hold
      harmless the Depositor, the Trustee or the Master Servicer, as applicable,
      then
      the defaulting party, in connection with any conduct for which it is providing
      indemnification under this Section 3.18(c), 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 3.18(c) shall survive
      the
      termination of this Agreement or the termination of any party to this
      Agreement.

     

    (c)  Failure
      of the Master Servicer to comply with this Section 3.18 (including with respect
      to the timeframes required herein) shall, constitute an Event of Default, and
      at
      the written direction of the Depositor the Trustee shall, in addition to
      whatever rights the Trustee may have under this Agreement and at law or equity
      or to damages, including injunctive relief and specific performance, upon notice
      immediately terminate all of the rights and obligations of the Master Servicer
      under this Agreement and in and to the Mortgage Loans and the proceeds thereof
      without compensating the Master Servicer for the same (but subject to the Master
      Servicer’s rights to payment of any Master Servicing Compensation and
      reimbursement of all amounts for which it is entitled to be reimbursed prior
      to
      the date of termination). Failure of the Trustee to comply with this Section
      3.18 (including with respect to the timeframes required in this Section) which
      failure results in a failure to timely file the related Form 10-K, shall be
      deemed a default which may result in the termination of the Trustee pursuant
      to
      Section 9.08 of this Agreement and the Depositor may, in addition to whatever
      rights the Depositor may have under this Agreement and at law or equity or
      to
      damages, including injunctive relief and specific performance, upon notice
      immediately terminate all of the rights and obligations of the Trustee under
      this Agreement and in and to the Mortgage Loans and the proceeds thereof without
      compensating the Trustee for the same (but subject to the 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 Master Servicer pursuant to this Section 3.18(d), the Trustee
      shall be entitled to reimbursement of all costs and expenses associated with
      such termination to the extent set forth in Section 9.05. Notwithstanding
      anything to the contrary in this Agreement, no Event of Default by the Master
      Servicer or default by the Trustee shall have occurred with respect to any
      failure to properly prepare, execute and/or timely file any report on Form
      8-K,
      Form 10-D or Form 10-K, any Form 15 or Form 12b-25 or any amendments to Form
      8-K, 10-D or 10-K, where such failure results from any party’s failure to
      deliver on a timely basis, any information from such party needed to prepare,
      arrange for execution or file any such report, Form or amendment, and does
      not
      result from its own negligence, bad faith or willful misconduct.

     

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

     

    (e)  Any
      report, notice or notification to be delivered by the Master Servicer or the
      Trustee to the Depositor pursuant to this Section 3.18, may be delivered via
      email to or,
      in
      the case of a notification, telephonically by calling Reg AB Compliance Manager
      at (212) 272-7525. 

     

    Section
      3.19 Intention
      of the Parties and Interpretation.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.16, 3.17
      and
      3.18 of this Agreement is to facilitate compliance by the Seller, the Depositor
      and the Master Servicer with the provisions of Regulation AB. Therefore, each
      of
      the parties agrees that (a) the obligations of the parties hereunder shall
      be
      interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will be supplemented and modified as necessary to be
      consistent with any such amendments, interpretive advice or guidance, convention
      or consensus among active participants in the asset-backed securities markets,
      advice of counsel, or otherwise in respect of the requirements of Regulation
      AB,
      (c) the parties shall comply with reasonable requests made by the Seller, the
      Depositor, the Master Servicer or the Trustee for delivery of additional or
      different information as the Seller, the Depositor, the Master Servicer or
      the
      Trustee may determine in good faith is necessary to comply with the provisions
      of Regulation AB and (d) no amendment of this Agreement shall be required to
      effect any such changes in the obligations of the parties to this transaction
      as
      are necessary to accommodate evolving interpretations of the provisions of
      Regulation AB. 

     

    Section
      3.20 UCC. 

     

    The
      Depositor shall inform the Trustee in writing of any Uniform Commercial Code
      financing statements that were filed on the Closing Date in connection with
      the
      Trust with stamped recorded copies of such financing statements to be delivered
      to the Trustee promptly upon receipt by the Depositor. If directed by the
      Depositor in writing, the Trustee will file any continuation statements solely
      at the expense of the Depositor. The Depositor shall file any financing
      statements or amendments thereto required by any change in the Uniform
      Commercial Code.

     

    Section
      3.21 Optional
      Purchase of Defaulted Mortgage Loans. 

     

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

     

    EMC
      may,
      at its option, purchase any Mortgage Loan from the Issuing Entity for which
      the
      first Scheduled Payment due to the Issuing Entity after the Closing Date becomes
      thirty days past due; provided, however, such Mortgage Loan was purchased by
      EMC
      or one of its affiliates from an originator pursuant to a loan purchase
      agreement that obligated such originator to repurchase such Mortgage Loan if
      one
      or more Scheduled Payments becomes 30 or more days Delinquent (and such
      originator has agreed to repurchase such Mortgage Loan). Such purchase shall
      be
      made at a price equal to 100% of the Stated Principal Balance thereof plus
      accrued interest thereon at the applicable mortgage rate, from the date through
      which interest was last paid by the related mortgagor or advanced to the first
      day of the month in which such amount is to be distributed.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      IV

    Accounts

     

    Section
      4.01 Protected
      Accounts.

     

    (a) The
      Master Servicer shall enforce the obligation of each Servicer to establish
      and
      maintain a Protected Account in accordance with the applicable Servicing
      Agreement, with records to be kept with respect thereto on a Mortgage Loan
      by
      Mortgage Loan basis, into which accounts shall be deposited within two Business
      Days (or as of such other time specified in the related Servicing Agreement)
      of
      receipt and identification, all collections of principal and interest on any
      Mortgage Loan and any REO Property received by a Servicer, including Principal
      Prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries
      and
      advances made from the Servicer’s own funds (less servicing compensation as
      permitted by the applicable Servicing Agreement in the case of any Servicer)
      and
      all other amounts to be deposited in the applicable Protected Account. Each
      Servicer is hereby authorized to make withdrawals from and deposits to the
      applicable Protected Account for purposes required or permitted by this
      Agreement. Reconciliations will be prepared for the Protected Accounts within
      45
      calendar days after the bank statement cut-off date. To the extent provided
      in
      the related Servicing Agreement, the related Protected Account shall be held
      by
      a Designated Depository Institution and segregated on the books of such
      institution in the name of the Trustee for the benefit of Holders of the
      Certificates.

     

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

     

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

     

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

     

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

     

    (iii) Liquidation
      Proceeds or Subsequent Recoveries received by such Servicer with respect to
      the
      Mortgage Loans during the related calendar month;

     

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

     

    (v) Any
      amount to be used as a Monthly Advance and any Compensating Interest
      Payments.

     

    (d) Withdrawals
      may be made from an Account only to make remittances as provided in Sections
      4.01(c), 4.02 and 4.03; to reimburse the Master Servicer or a Servicer for
      Monthly Advances which have been recovered by subsequent collections from the
      related Mortgagor; to remove amounts deposited in error; to remove fees, charges
      or other such amounts deposited on a temporary basis; or to clear and terminate
      the account at the termination of the Trust Fund in accordance with Section
      10.01. As provided in Sections 4.01(a) and 4.02(b) certain amounts otherwise
      due
      to the Servicers may be retained by them and need not be deposited in the Master
      Servicer Collection Account.

     

    Section
      4.02 Master
      Servicer Collection Account. 

     

    (a)  The
      Master Servicer shall establish and maintain in the name of the Trustee, for
      the
      benefit of the Holders of the Certificates, the Master Servicer Collection
      Account as a segregated trust account or accounts. The Master Servicer
      Collection Account shall be an Eligible Account. The Master Servicer will
      deposit in the Master Servicer Collection Account as identified by the Master
      Servicer and as received by the Master Servicer, the following
      amounts:

     

    (i)  Any
      amounts withdrawn from a Protected Account for deposit into the Master Servicer
      Collection Account in accordance with the related Servicing
      Agreement;

     

    (ii)  Any
      Monthly Advance and any Compensating Interest Payments;

     

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

     

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

     

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

     

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

     

    (b)  All
      amounts deposited to the Master Servicer Collection Account shall be held by
      the
      Master Servicer in the name of the Trustee in trust for the benefit of the
      Certificateholders in accordance with the terms and provisions of this
      Agreement. The requirements for crediting the Master Servicer Collection Account
      shall be exclusive, it being understood and agreed that, without limiting the
      generality of the foregoing, payments in the nature of (i) prepayment or late
      payment charges or assumption, tax service, statement account or payoff,
      substitution, satisfaction, release and other like fees and charges and (ii)
      the
      items enumerated in Subsections 4.05(a)(i), (ii), (iii), (iv), (vi), (vii),
      (viii), (ix), (x), (xi), (xii) and (xiii), need not be credited by the Master
      Servicer or the related Servicer to the Distribution Account or the Master
      Servicer Collection Account, as applicable. Reconciliations will be prepared
      for
      the Master Servicing Collection Account within 45 calendar days after the bank
      statement cut-off date. In the event that the Master Servicer shall deposit
      or
      cause to be deposited to the Distribution Account any amount not required to
      be
      credited thereto, the Trustee, upon receipt of a written request therefor signed
      by a Servicing Officer of the Master Servicer, shall promptly transfer such
      amount to the Master Servicer, any provision herein to the contrary
      notwithstanding.

     

    (c)  The
      amount at any time credited to the Master Servicer Collection Account may be
      invested, in the name of the Trustee, or its nominee, for the benefit of the
      Certificateholders, in Permitted Investments as directed by Master Servicer.
      All
      Permitted Investments shall mature or be subject to redemption or withdrawal
      on
      or before, and shall be held until, the next succeeding Distribution Account
      Deposit Date. Any and all investment earnings on amounts on deposit in the
      Master
      Servicer Collection Account
      from
      time to time shall be for the account of the Master Servicer. The Master
      Servicer from time to time shall be permitted to withdraw or receive
      distribution of any and all investment earnings from the Master Servicer
      Collection Account. The risk of loss of moneys required to be distributed to
      the
      Certificateholders resulting from such investments shall be borne by and be
      the
      risk of the Master Servicer. The Master Servicer shall deposit the amount of
      any
      such loss in the Master Servicer Collection Account within two Business Days
      of
      receipt of notification of such loss but not later than the second Business
      Day
      prior to the Distribution Date on which the moneys so invested are required
      to
      be distributed to the Certificateholders.

     

    Section
      4.03 Permitted
      Withdrawals and Transfers from the Master Servicer Collection
      Account. 

     

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

     

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

     

    (c)  In
      addition, on or before each Distribution Account Deposit Date, the Master
      Servicer shall deposit in the Distribution Account (or remit to the Trustee
      for
      deposit therein) any Monthly Advances required to be made by the Master Servicer
      with respect to the Mortgage Loans.

     

    (d)  No
      later
      than noon New York time on each Distribution Account Deposit Date, the Master
      Servicer will transfer all Available Funds on deposit in the Master Servicer
      Collection Account with respect to the related Distribution Date to the Trustee
      for deposit in the Distribution Account.

     

    Section
      4.04 Distribution
      Account.

     

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

     

    (b) The
      Distribution Account shall be an Eligible Account. The Trustee shall deposit
      in
      the Distribution Account the following amounts:

     

    (i) Any
      amounts withdrawn from the Master Servicer Collection Account and remitted
      by
      the Master Servicer for deposit into the Distribution
      Account;

     

    (ii) Any
      Monthly Advance;

     

    (iii) Any
      Compensating Interest Payments paid by the applicable Servicer;

     

    (iv) Any
      Insurance Proceeds or Net Liquidation Proceeds or Subsequent Recoveries received
      by or on behalf of the Master Servicer;

     

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

     

    (vi) Any
      amounts required to be deposited with respect to losses on investments of
      deposits in the Distribution Account; and

     

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

     

    (c) All
      amounts deposited to the Distribution Account shall be held by the Trustee
      in
      the name of the Trustee in trust for the benefit of the Certificateholders
      in
      accordance with the terms and provisions of this Agreement. In the event that
      the Master Servicer shall deposit or remit for deposit to the Distribution
      Account any amount not required to be credited thereto, the Trustee, upon
      receipt of a written request therefor signed by a Servicing Officer of the
      Master Servicer, shall promptly transfer such amount to the Master Servicer,
      any
      provision herein to the contrary notwithstanding.

     

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

     

    Section
      4.05 Permitted
      Withdrawals and Transfers from the Distribution Account. 

     

    (a) The
      Trustee will, from time to time on written demand of the Master Servicer, make
      or cause to be made such withdrawals or transfers from the Distribution Account
      as the Master Servicer has designated for such transfer or withdrawal pursuant
      to this Agreement and the Servicing Agreements or as the Trustee has instructed
      hereunder for the following purposes (limited in the case of amounts due the
      Master Servicer to those not withdrawn from the Master Servicer Collection
      Account in accordance with the terms of this Agreement);

     

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

     

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

     

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

     

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

     

    (v) to
      reimburse the Master Servicer or any Servicer for any Monthly Advance or
      advance, after a Realized Loss has been allocated with respect to the related
      Mortgage Loan if the Monthly Advance or advance has not been reimbursed pursuant
      to clauses (i) and (iv);

     

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

     

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

     

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

     

    (ix) to
      reimburse or pay any Servicer any such amounts as are due thereto under the
      applicable Servicing Agreement and have not been retained by or paid to the
      Servicer, to the extent provided in the related Servicing
      Agreement;

     

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

     

    (xi)
      to
      pay the Trustee as set forth in Section 9.05;

     

    (xii) to
      remove
      amounts deposited in error; and

     

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

     

    (b) The
      Master Servicer shall keep and maintain separate accounting, on a Mortgage
      Loan
      by Mortgage Loan basis, for the purpose of accounting for any reimbursement
      from
      the Distribution Account pursuant to subclauses (i) through (iv) or with respect
      to any such amounts which would have been covered by such subclauses had the
      amounts not been retained by the Master Servicer without being deposited in
      the
      Distribution Account under Section 4.04(c). 

     

    (c) On
      each
      Distribution Date, the Trustee shall distribute the Available Funds to the
      extent on deposit in the Distribution Account to the Holders of the Certificates
      in accordance with Section 6.01.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      V

    Certificates

     

    Section
      5.01 Certificates.

     

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

     

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

     

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

     

    (b) If
      (i)(A)
      the Depositor advises the Trustee in writing that the Depository is no longer
      willing or able to properly discharge its responsibilities as Depository and
      (B)
      the Depositor is unable to locate a qualified successor within 30 days or (ii)
      the Depositor at its option advises the Trustee in writing that it elects to
      terminate the book-entry system through the Depository, the Trustee shall
      request that the Depository notify all Certificate Owners of the occurrence
      of
      any such event and of the availability of definitive, fully registered
      Certificates to Certificate Owners requesting the same. Upon surrender to the
      Trustee of the Certificates by the Depository, accompanied by registration
      instructions from the Depository for registration, the Trustee shall issue
      the
      definitive Certificates. Neither the Depositor nor the 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
      Classes of the Certificates shall have the following designations, initial
      principal amounts and Pass-Through Rates:

     

    
      	
              Designation

            	 	
              Initial
                Principal Amount

            	 	
              Pass-Through
                Rate

            	 
	
              A-1

            	 	
              $

            	
              261,122,000.00

            	 	
              6.00

            	
              %

            
	
              A-2

            	 	
              $

            	
              20,605,000.00

            	 	
              6.00

            	
              %

            
	
              A-3

            	 	
              $

            	
              33,190,900.00

            	 	
              6.00

            	
              %

            
	
              X

            	 	
              $

            	
              (1)

            	 	
              (2)

            	 
	
              PO

            	 	
              $

            	
              2,877,159.53

            	 	
              0.00

            	
              %

            
	
              B-1

            	 	
              $

            	
              5,476,000.00

            	 	
              6.00

            	
              %

            
	
              B-2

            	 	
              $

            	
              2,987,000.00

            	 	
              6.00

            	
              %

            
	
              B-3

            	 	
              $

            	
              1,659,000.00

            	 	
              6.00

            	
              %

            
	
              B-4

            	 	
              $

            	
              1,825,000.00

            	 	
              6.00

            	
              %

            
	
              B-5

            	 	
              $

            	
              1,328,000.00

            	 	
              6.00

            	
              %

            
	
              B-6

            	 	
              $

            	
              830,857.53

            	 	
              6.00

            	
              %

            
	
              R

            	 	
              $

            	
              100.00

            	 	
              6.00

            	
              %

            


    

    


    
      	 	
              (1)

            	
              As
                described in the definition of Notional Amount
                herein.

            


    

     

    
      	 	
              (2)

            	
              The
                Class X Certificates will bear interest at a Pass-Through Rate equal
                to
                weighted average of the excesses, if any, of (a) the Net Mortgage
                Rates on
                the Mortgage Loans over (b) 6.000% per
                annum.

            


    

     

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

     

    (e) With
      respect to each Distribution Date, each Class of Certificates shall accrue
      interest during the related Interest Accrual Period. With respect to each
      Distribution Date and each such Class of Certificates, interest shall be
      calculated on the basis of a 360-day year comprised of twelve 30-day months,
      based upon the respective Pass-Through Rate set forth, or determined as
      provided, above and the Current Principal Amount (or Notional Amount in the
      case
      of the Interest Only Certificates) of such Class applicable to such Distribution
      Date. 

     

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

     

    (g) Each
      Class of Book-Entry Certificates will be registered as a single Certificate
      of
      such Class held by a nominee of the Depository or the DTC Custodian, and
      beneficial interests will be held by investors through the book-entry facilities
      of the Depository in minimum denominations of (i) in the case of the Senior
      Certificates (other than the Class A-2 Certificates and Residual Certificates),
      $100,000 and in each case increments of $1.00 in excess thereof, (ii) in the
      case of the Class A-2 Certificates, $1,000 and increments of $1.00 in excess
      thereof, and (iii) in the case of the Subordinate Certificates, $100,000 and
      increments of $1.00 in excess thereof, except that one Certificate of each
      such
      Class may be issued in a different amount so that the sum of the denominations
      of all outstanding Certificates of such Class shall equal the Current Principal
      Amount of such Class on the Closing Date. On the Closing Date, the Trustee
      shall
      execute and countersign Physical Certificates all in an aggregate principal
      amount that shall equal the Current Principal Amount of such Class on the
      Closing Date. The Non-Offered Certificates shall be issued in certificated
      fully-registered form in minimum dollar denominations of $100,000 and integral
      multiples of $1.00 in excess thereof, except that one of each of the Non-Offered
      Certificates of each Class may be issued in a different amount so that the
      sum
      of the denominations of all outstanding related Non-Offered Certificates of
      such
      Class shall equal the Current Principal Amount of such Class on the Closing
      Date. The Class R Certificates shall be issued in certificated fully-registered
      form, in the denomination of $100. Each Class of Global Certificates, if any,
      shall be issued in fully registered form in minimum dollar denominations of
      $100,000 and integral multiples of $1.00 in excess thereof, except that one
      Certificate of each Class may be in a different denomination so that the sum
      of
      the denominations of all outstanding Certificates of such Class shall equal
      the
      Current Principal Amount of such Class on the Closing Date. On the Closing
      Date,
      the Trustee shall execute and countersign (i) in the case of each Class of
      the
      Offered Certificates, the Certificate in the entire Current Principal Amount
      of
      the respective Class and (ii) in the case of each Class of the Non-Offered
      Certificates, Individual Certificates all in an aggregate principal amount
      that
      shall equal the Current Principal Amount of each such respective Class on the
      Closing Date. The Certificates referred to in clauses (i) and (ii) and if at
      any
      time there are to be Global Certificates, the Global Certificates shall be
      delivered by the Depositor to the Depository or pursuant to the Depository’s
      instructions, shall be delivered by the Depositor on behalf of the Depository
      to
      and deposited with the DTC Custodian. The Trustee shall sign the Certificates
      by
      facsimile or manual signature and countersign them by manual signature on behalf
      of the Trustee by one or more authorized signatories, each of whom shall be
      Responsible Officers of the Trustee or its agent. A Certificate bearing the
      manual and facsimile signatures of individuals who were the authorized
      signatories of the Trustee or its agent at the time of issuance shall bind
      the
      Trustee, notwithstanding that such individuals or any of them have ceased to
      hold such positions prior to the delivery of such Certificate. 

     

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

     

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

     

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

     

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

     

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

     

    THIS
      CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
      AN
      EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
      I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
      4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE PROPOSED
      TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL ADDRESSED TO THE
      DEPOSITOR, TRUSTEE AND MASTER SERVICER AND ON WHICH THEY MAY RELY THAT IS
      SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF
      SUCH
      PERSON WILL NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION,
      IS
      PERMISSIBLE UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL
      OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE
      TRUSTEE.

     

    The
      following legend shall be placed upon the Class B-4, Class B-5 and Class B-6
      Certificates, whether upon original issuance or upon issuance of any other
      Certificate of any such Class in exchange therefor or upon transfer
      thereof:

     

    THIS
      CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
      AN
      EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
      I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
      4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE
      CERTIFIES OR REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE
      AND THE SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I)
      WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN
      INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED
      TO, PROHIBITED TRANSACTION EXEMPTION (“PTE”) 84-14, PTE 91-38, PTE 90-1, PTE
      95-60 OR PTE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL OBLIGATIONS
      ON
      THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE
      DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL
      CERTIFICATE OR UNLESS THE OPINION SPECIFIED IN SECTION 5.07 OF THE AGREEMENT
      IS
      PROVIDED.

     

    Section
      5.02 Registration
      of Transfer and Exchange of Certificates. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (k) No
      service charge shall be made for any transfer or exchange of Certificates,
      but
      the 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 Certificates.

     

    (l) The
      Trustee shall cancel all Certificates surrendered for transfer or exchange
      but
      shall retain such Certificates in accordance with its standard retention policy
      or for such further time as is required by the record retention requirements
      of
      the Securities Exchange Act of 1934, as amended, and thereafter may destroy
      such
      Certificates.

     

    Section
      5.03 Mutilated,
      Destroyed, Lost or Stolen Certificates. 

     

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

     

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

     

    Section
      5.04 Persons
      Deemed Owners. 

     

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

     

    Section
      5.05 Transfer
      Restrictions on Residual Certificates. 

     

    (a) No
      transfer, sale or other disposition of a Residual Certificate (including a
      beneficial interest therein) may be made unless, prior to the transfer, sale
      or
      other disposition of a Residual Certificate, (1) the proposed transferee
      (including the initial purchasers thereof) delivers to the Trustee and the
      Depositor an affidavit and agreement in the form attached hereto as Exhibit
      E
      stating, among other things, that as of the date of such transfer such
      transferee is a Permitted Transferee and a United States Person and that such
      transferee is not acquiring such Residual Certificate for the account of any
      Person who is not a Permitted Transferee or a United States Person (a
“Transferee Affidavit”), and (2) the proposed transferor delivers to the Trustee
      and the Depositor an affidavit in the form attached hereto as Exhibit R to
      the
      effect that it has no knowledge that the statements made by
      the
      proposed transferee in
      any
      such Transferee Affidavit are false (a “Transferor Affidavit”). The Tax Matters
      Person shall not consent to a transfer of a Residual Certificate if it has
      actual knowledge that any statement made in the Transferee Affidavit or
      Transferor Affidavit issued pursuant to the preceding sentence is not true.
      Notwithstanding any transfer, sale or other disposition of a Residual
      Certificate to any Person who is not a Permitted Transferee, such transfer,
      sale
      or other disposition shall be deemed to be of no legal force or effect
      whatsoever and such Person shall not be deemed to be a Holder of a Residual
      Certificate for any purpose hereunder, including, but not limited to, the
      receipt of distributions thereon. If any purported transfer shall be in
      violation of the provisions of this Subsection 5.05(a), then the prior Holder
      thereof shall, upon discovery that the transfer of such Residual Certificate
      was
      not in fact permitted by this Subsection 5.05(a), be restored to all rights
      as a
      Holder thereof retroactive to the date of the purported transfer. None of the
      Trustee or the Depositor shall be under any liability to any Person for any
      registration or transfer of a Residual Certificate that is not permitted by
      this
      Subsection 5.05(a) or for making payments due on such Residual Certificate
      to
      the purported Holder thereof or taking any other action with respect to such
      purported Holder under the provisions of this Agreement so long as the related
      Transferee Affidavit and Transferor Affidavit referred to above were received
      with respect to such transfer, and the Trustee and the Depositor, as applicable,
      had no knowledge that they were untrue. The prior Holder shall be entitled
      to
      recover from any purported Holder of a Residual Certificate that was in fact
      not
      a permitted transferee under this Subsection 5.05(a) at the time it became
      a
      Holder all payments made on such Residual Certificate. Each Holder of a Residual
      Certificate, by acceptance thereof, shall be deemed for all purposes to have
      consented to the provisions of this Section 5.05 and to any amendment of this
      Agreement deemed necessary (whether as a result of new legislation or otherwise)
      by counsel of the Tax Matters Person, the Trustee or the Depositor to ensure
      that the Residual Certificates are not transferred to any Person who is not
      a
      Permitted Transferee or a United States Person and that any transfer of such
      Residual Certificates will not cause the imposition of a tax upon the Trust
      or
      cause the Trust REMIC to fail to qualify as a REMIC.

     

    (c) The
      Residual Certificates (including a beneficial interest therein) may not be
      purchased by or transferred to any Person who is not a United States
      Person.

     

    (d) By
      accepting a Residual Certificate, the purchaser thereof agrees to be a Tax
      Matters Person, and appoints the Trustee to act as its agent with respect to
      all
      matters concerning the tax obligations of the Trust.

     

    Section
      5.06 Restrictions
      on Transferability of Non-Offered Certificates. 

     

    (a) No
      offer,
      sale, transfer or other disposition (including pledge) of any Non-Offered
      Certificate shall be made by any Holder thereof unless registered under the
      Securities Act, or an exemption from the registration requirements of the
      Securities Act and any applicable state securities or “Blue Sky” laws is
      available and the prospective transferee (other than the Depositor) of such
      Certificate signs and delivers to the Trustee an Investment Letter, if the
      transferee is an Institutional Accredited Investor, in the form set forth as
      Exhibit F-l hereto, or a Rule 144A Certificate, if the transferee is a QIB,
      in
      the form set forth as Exhibit F-2 hereto. Notwithstanding the provisions of
      the
      immediately preceding sentence, no restrictions shall apply with respect to
      the
      transfer or registration of transfer of a beneficial interest in any Non-Offered
      Certificate that is a Global Certificate of a Class to a transferee that takes
      delivery in the form of a beneficial interest in the Global Certificate of
      such
      Class provided that each such transferee shall be deemed to have made such
      representations and warranties contained in the Rule 144A Certificate as are
      sufficient to establish that it is a QIB. In the case of a proposed transfer
      of
      any Certificate to a transferee other than a QIB, the Trustee may require an
      Opinion of Counsel addressed to the Trustee that such transaction is exempt
      from
      the registration requirements of the Securities Act. The cost of such opinion
      shall not be an expense of the Trustee or the Trust Fund.

     

    (b) The
      Non-Offered Certificates shall each bear a Securities Legend.

     

    Section
      5.07 ERISA
      Restrictions. 

     

    (a) Subject
      to the provisions of subsection (b), no Residual Certificates or Non-Offered
      Subordinate
      Certificates may be acquired directly or indirectly by, or on behalf of, an
      employee benefit plan or other retirement arrangement which is subject to Title
      I of ERISA or Section 4975 of the Code, unless the proposed transferee provides
      either (i) the Trustee, with an Opinion of Counsel addressed to the Depositor,
      the Trustee and the Master Servicer (upon which they may rely) which is
      satisfactory to the Trustee, which opinion will not be at the expense of the
      Depositor, the Trustee or the Master Servicer, that the purchase of such
      Certificates by or on behalf of such Plan is permissible under applicable law,
      will not constitute or result in a nonexempt prohibited transaction under ERISA
      or Section 4975 of the Code and will not subject the Depositor, the Master
      Servicer or the Trustee to any obligation in addition to those undertaken in
      the
      Agreement or (ii) in the case of the Non-Offered Subordinate Certificates,
      a
      representation or certification to the Trustee (upon which the Trustee and
      the
      other parties hereto are authorized to rely) to the effect that the proposed
      transfer and holding of such a Certificate and the servicing, management and
      operation of the Trust: (I) will not result in a prohibited transaction under
      Section 406 of ERISA or Section 4975 of the Code which is not covered under
      an
      individual or class prohibited transaction exemption including but not limited
      to Department of Labor Prohibited Transaction Exemption (“PTE”) 84-14 (Class
      Exemption for Plan Asset Transactions Determined by Independent Qualified
      Professional Asset Managers); PTE 91-38 (Class Exemption for Certain
      Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class
      Exemption for Certain Transactions Involving Insurance Company Pooled Separate
      Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving
      Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan
      Asset Transactions Determined by In-House Asset Managers and (II) will not
      subject the Depositor, the Master Servicer or the Trustee to any obligation
      in
      addition to those undertaken in the Agreement.

     

    (b) Any
      Person acquiring an interest in a Global Certificate which is a Non-Offered
      Subordinate Certificate, by acquisition of such Certificate, shall be deemed
      to
      have represented to the Trustee that in the case of the Non-Offered Subordinate
      Certificates, either: (i) it is not acquiring an interest in such Certificate
      directly or indirectly by, or on behalf of, an employee benefit plan or other
      retirement arrangement which is subject to Title I of ERISA or Section 4975
      of
      the Code, or (ii) the transfer and holding of an interest in such Certificate
      to
      that Person and the subsequent servicing, management and operation of the Trust
      and its assets: (I) will not result in any prohibited transaction which is
      not
      covered under an individual or class prohibited transaction exemption,
      including, but not limited to, PTE 84-14, PTE 91-38, PTE 90-1, PTE 95-60 or
      PTE
      96-23 and (II) will not subject the Depositor, the Master Servicer or the
      Trustee to any obligation in addition to those undertaken in the
      Agreement.

     

    (c) Each
      beneficial owner of a Class B-1, Class B-2 or Class B-3 Certificate or any
      interest therein shall be deemed to have represented, by virtue of its
      acquisition or holding of that certificate or interest therein, that either
      (i)
      it is not a Plan or investing with “Plan Assets”, (ii) it has acquired and is
      holding such certificate in reliance on Prohibited Transaction Exemption 90-30,
      as amended from time to time (the “Exemption”), and that it understands that
      there are certain conditions to the availability of the Exemption, including
      that the certificate must be rated, at the time of purchase, not lower than
      “BBB-” (or its equivalent) by S&P, Fitch, Dominion Bond Rating Service
      Limited (known as DBRS Limited), Dominion Bond Rating Service, Inc. (known
      as
      DBRS, Inc.) or Moody’s, and the certificate is so rated or (iii) (1) it is an
      insurance company, (2) the source of funds used to acquire or hold the
      certificate or interest therein is an “insurance company general account,” as
      such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60,
      and (3) the conditions in Sections I and III of PTCE 95-60 have been
      satisfied.

     

    (d) Neither
      the Trustee nor the Master Servicer will be required to monitor, determine
      or
      inquire as to compliance with the transfer restrictions in this Agreement with
      respect to the Book-Entry Certificates. Any attempted or purported transfer
      of
      any Certificate in violation of the provisions of this Agreement shall be void
      ab initio and such Certificate shall be considered to have been held
      continuously by the prior permitted Certificateholder. Any transferor of any
      Certificate in violation of such provisions, shall indemnify and hold harmless
      the Trustee and the Master Servicer from and against any and all liabilities,
      claims, costs or expenses incurred by the Trustee or the Master Servicer as
      a
      result of such attempted or purported transfer. The Trustee shall not be liable
      for transfer of any such Book-Entry Certificates in or through book-entry
      facilities of any Depository or between or among Depository Participants or
      Certificate Owners made in violation of the transfer restrictions set forth
      herein.

     

    Section
      5.08 Rule
      144A Information. 

     

    For
      so
      long as any Non-Offered Certificates are outstanding and are “restricted
      securities” within the meaning of Rule 144(a)(3) of the Securities Act, (1) the
      Depositor will provide or cause to be provided to any holder of such Non-Offered
      Certificates and any prospective purchaser thereof designated by such a holder,
      upon the request of such holder or prospective purchaser, the information
      required to be provided to such holder or prospective purchaser by Rule
      144A(d)(4) under the Securities Act; and (2) the Depositor shall update such
      information from time to time in order to prevent such information from becoming
      false and misleading and will take such other actions as are necessary to ensure
      that the safe harbor exemption from the registration requirements of the
      Securities Act under Rule 144A is and will be available for resales of such
      Certificates conducted in accordance with Rule 144A.

     

     

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      VI

    Payments
      to Certificateholders

     

    Section
      6.01 Distributions
      on the Certificates.

     

    (a) Interest
      and principal (as applicable) on the Certificates will be distributed by the
      Trustee monthly on each Distribution Date based on the Certificates Distribution
      Report for such Distribution Date furnished by the Trustee pursuant to 6.05
      hereof, commencing in May 2007, in an amount equal to the related Available
      Funds on deposit in the Distribution Account for such Distribution Date. On
      each
      Distribution Date, the related Available Funds on deposit in the Distribution
      Account shall be distributed as follows:

     

    (i) on
      each
      Distribution Date, the Available Funds will be distributed to the related Senior
      Certificates as follows:

     

    first,
      to the
      Senior Certificates (other than the Class PO Certificates), on a pro rata basis,
      the Accrued Certificate Interest on such Classes for such Distribution
      Date;

     

    second,
      to the
      Senior Certificates (other than the Class PO Certificates), on a pro rata basis,
      any Accrued Certificate Interest thereon remaining undistributed from previous
      Distribution Dates, to the extent of remaining Available Funds;

     

    third,
      to the
      Class A-1, Class A-2, Class A-3 and Class R Certificates, as principal, in
      the
      order described in this Agreement, the Senior Optimal Principal Distribution
      Amount, in reduction of the Current Principal Amount thereof, until the Current
      Principal Amounts thereof have been reduced to zero;

     

    fourth,
      to the
      Class PO Certificates, the portion of the Class PO Certificate Principal
      Distribution Amount for such Distribution Date to the extent of the remaining
      Available Funds, until the Current Principal Amount thereof has been reduced
      to
      zero; and

     

    fifth,
      to the
      Class PO Certificates, the portion of the Class PO Certificate Deferred Amount,
      provided that (i) on any Distribution Date, distributions pursuant to this
      priority fifth
      shall
      not exceed the excess, if any, of (x) Available Funds remaining after giving
      effect to distributions pursuant to priority first
      through
fourth
      above
      over (y) the sum of the amount of Accrued Certificate Interest for such
      Distribution Date and Accrued Certificate Interest remaining undistributed
      from
      previous Distribution Dates on all Classes of Subordinate Certificates then
      outstanding, (ii) such distributions shall not reduce the Current Principal
      Amount of the Class PO Certificates, and (iii) no distribution will be made
      in
      respect of the Class PO Certificate Deferred Amount on or after the Cross-Over
      Date.

     

    On
      each
      Distribution Date, an amount, up to the amount of the Senior Optimal Principal
      Distribution Amount for that Distribution Date, will be distributed as principal
      as follows in each case to the extent of the remaining Senior Optimal Principal
      Distribution Amount:

     

    (1)
      to
      the Class R Certificates, in reduction of the Current Principal Amounts thereof,
      until the Certificate Principal Amounts thereof have been reduced to
      zero;

     

    (2)
      to
      the Class A-3
      Certificates,
      the
      Lockout Priority Amount for such Distribution Date in reduction of the Current
      Principal Amount thereof, until the Certificate Principal Amount thereof has
      been reduced to zero;

     

    (3)
      to
      the Class A-1 Certificates and Class A-2 Certificates, sequentially in that
      order, in reduction of the Current Principal Amount thereof, in each case
      until the Current Principal Amount thereof has been reduced to zero;
      and

     

    (5)
      to
      the Class A-3 Certificates in reduction of the Current Principal Amount thereof
      (without regard to the Lockout Priority Amount for such Distribution Date),
      until the Current Principal Amount thereof has been reduced to
      zero.

     

    (ii) On
      each
      Distribution Date on or prior to the Cross-Over Date, an amount equal to the
      remaining Available Funds after the distributions in clause (i) above shall
      be
      distributed sequentially in the following order, to the Class B-1, Class B-2,
      Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in each case up
      to
      an amount equal to and in the following order: (a) the Accrued Certificate
      Interest thereon for such Distribution Date, (b) any Accrued Certificate
      Interest thereon remaining undistributed from previous Distribution Dates and
      (c) such Class’s Allocable Share for such Distribution Date, in each case, to
      the extent of the remaining Available Funds.

     

    (iii) If,
      after
      distributions have been made pursuant to priorities first
      and
second
      of
      clause (i) above on any Distribution Date, the remaining Available Funds is
      less
      than the Scheduled Principal Balance of the Mortgage Loans, such amounts shall
      be reduced, and such remaining funds will be distributed to the Senior
      Certificates (other than the Class X Certificates) on the basis of such reduced
      amounts. Notwithstanding any reduction in principal distributable to the Class
      PO Certificates pursuant to this paragraph, the principal balance of the Class
      PO Certificates shall be reduced not only by principal so distributed but also
      by the difference between (i) principal distributable to the Class PO
      Certificates in accordance with priority fourth
      of
      clause (i) above, and (ii) principal actually distributed to the Class PO
      Certificates after giving effect to this paragraph (such difference for the
      Class PO Certificates, the “Class PO Certificate Cash Shortfall”). The Class PO
      Certificate Cash Shortfall for the Class PO Certificates with respect to any
      Distribution Date will be added to the Class PO Certificate Deferred
      Amount.

     

    (iv)  On
      each
      Distribution Date, any Available Funds remaining after payment of interest
      and
      principal to the Classes of Certificates entitled thereto, in each case as
      described above, will be distributed to the Class R Certificates; provided,
      that
      if on any Distribution Date there are any Available Funds remaining after
      payment of interest and principal to a Class or Classes of Certificates entitled
      thereto, such amounts will be distributed to the other Class or Classes of
      Senior Certificates, pro rata, based upon their Current Principal Amounts,
      until
      all amounts due to all Classes of Senior Certificates have been paid in full,
      before any amounts are distributed to the Class R Certificates.

     

    (b) “Pro
      rata” distributions among Classes of Certificates will be made in proportion to
      the then Current Principal Amount of such Classes.

     

    (c) No
      Accrued Certificate Interest will be payable with respect to any Class of
      Certificates after the Distribution Date on which the Current Principal Amount
      or Notional Amount of such Certificate has been reduced to zero.

     

    (d) Net
      Interest Shortfalls on the Mortgage Loans will be allocated among the Holders
      of
      each Class of Senior Certificates (other than the Class PO Certificates) and
      Subordinate Certificates, on a pro rata basis, in proportion to the respective
      amounts of Accrued Certificate Interest for that Distribution Date that would
      have been allocated thereto in the absence of such Net Interest Shortfalls for
      such Distribution Date. In addition, the amount of any interest shortfalls
      with
      respect to the Mortgage Loans will constitute unpaid Accrued Certificate
      Interest and will be distributable to Holders of the related Certificates
      entitled to such amounts on subsequent Distribution Dates, to the extent of
      the
      Available Funds remaining after current interest distributions as required
      herein. Any such amounts so carried forward will not bear interest. Any interest
      shortfalls will not be offset by a reduction in the servicing compensation
      of
      the Servicers or otherwise, except to the limited extent described in the fourth
      preceding paragraph with respect to Prepayment Interest Shortfalls. The interest
      portion of Realized Losses will be allocated first to the Subordinate
      Certificates, and after the Cross-Over Date, to the Senior Certificates, in
      each
      case on a pro rata basis, in proportion to the amount of Accrued Certificate
      Interest that would have been allocated thereto in the absence of such Realized
      Losses. 

     

    (e) The
      expenses and fees of the Trust shall be paid by the Trust REMIC.

     

    (f) [Reserved].

     

    (g) In
      addition, in the event that the Master Servicer receives any Subsequent
      Recoveries from a Servicer, the Master Servicer shall deposit such funds into
      the Master Servicer Collection Account pursuant to Section 4.02. If, after
      taking into account such Subsequent Recoveries, the amount of a Realized Loss
      is
      reduced, the amount of such Subsequent Recoveries will be applied to increase
      the Current Principal Amount of the related Class of Subordinate Certificates
      with the highest payment priority to which Realized Losses have been allocated,
      but not by more than the amount of Realized Losses previously allocated to
      that
      Class of Subordinate Certificates pursuant to Section 6.03. The amount of any
      remaining Subsequent Recoveries will be applied to sequentially increase the
      Current Principal Amount of the related Subordinate Certificates, beginning
      with
      the Class of such Subordinate Certificates with the next highest payment
      priority, up to the amount of such Realized Losses previously allocated to
      such
      Class of Certificates pursuant to Section 6.03. Holders of such Certificates
      will not be entitled to any payment in respect of current interest on the amount
      of such increases for any Interest Accrual Period preceding the Distribution
      Date on which such increase occurs. Any such increases shall be applied to
      the
      Current Principal Amount of each Subordinate Certificate of such Class in
      accordance with its respective Fractional Undivided Interest.

     

    Section
      6.02 [Reserved.] 

     

    Section
      6.03 Allocation
      of Losses. 

     

    On
      or
      prior to each Determination Date, the Master Servicer shall determine the amount
      of any Realized Loss in respect of each Mortgage Loan that occurred during
      the
      immediately preceding calendar month, based on information provided by the
      Servicer.

     

    (a) (i) Realized
      Losses with respect to a Mortgage Loan will be allocated on a pro rata basis
      between the PO Percentage of the Scheduled Principal Balance of such Mortgage
      Loan and the Non-PO Percentage of such Scheduled Principal Balance.

     

    (ii) On
      each
      Distribution Date, the PO Percentage of the principal portion of any Realized
      Loss on a Discount Mortgage Loan and any Class PO Certificate Cash Shortfall
      will be allocated to the Class PO Certificates until the Current Principal
      Amount of the Class PO Certificates is reduced to zero. With
      respect to any Distribution Date through the Cross-Over Date, the aggregate
      of
      all amounts so allocable to the Class PO Certificates on such date in respect
      of
      any Realized Losses and any Class PO Certificate Cash Shortfalls and all amounts
      previously allocated in respect of such Realized Losses or Class PO Certificate
      Cash Shortfalls and not distributed on prior Distribution Dates will be the
      “Class PO Certificate Deferred Amount.” To
      the
      extent funds are available therefor on any Distribution Date through the
      Cross-Over Date, distributions in respect of the Class PO Certificate Deferred
      Amount for the Class PO Certificates from Available Funds will be made in
      accordance with priority
      fifth
      of
      clause (i) above. No interest shall accrue on the Class PO Certificate Deferred
      Amount. On each Distribution Date through the Cross-Over Date, the Current
      Principal Amount of the lowest ranking Class of Subordinate Certificates then
      outstanding will be reduced by the amount of any distributions in respect of
      any
      Class PO Certificate Deferred Amount on such Distribution Date in accordance
      with the priorities set forth above, through the operation of the Subordinate
      Certificate Writedown Amount. After the Cross-Over Date, no more distributions
      will be made in respect of, and applicable Realized Losses and Class PO
      Certificate Cash Shortfalls allocable to the Class PO Certificates will not
      be
      added to, the Class PO Certificate Deferred Amount. 

     

    (iii) The
      Non-PO Percentage of the principal portion of Realized Losses on the Mortgage
      Loans will be allocated on any Distribution Date as follows: first, to the
      Class
      B-6 Certificates; second, to the Class B-5 Certificates; third, to the Class
      B-4
      Certificates; fourth, to the Class B-3 Certificates; fifth, to the Class B-2
      Certificates; and sixth, to the Class B-1 Certificates, in each case until
      the
      Current Principal Amount of such Class has been reduced to zero.

     

    (iv) Thereafter,
      the principal portion of Realized Losses on the Mortgage Loans will be allocated
      on any Distribution Date to the outstanding Class or Classes of Senior
      Certificates (other than the Class X Certificates), pro rata, based upon their
      respective Current Principal Amounts.

     

    (v) Notwithstanding
      the foregoing, no such allocation of any Realized Loss shall be made on a
      Distribution Date to any Class of Certificates (other than the Class
      X
      Certificates)
      to the
      extent that such allocation would result in the reduction of the aggregate
      Current Principal Amounts of all the Certificates (other than the Class X
      Certificates) as of such Distribution Date, after giving effect to all
      distributions and prior allocations of Realized Losses on the Mortgage Loans
      on
      such date, to an amount less than the aggregate Scheduled Principal Balance
      of
      all of the Mortgage Loans as of the first day of the month of such Distribution
      Date (such limitation, the “Loss Allocation Limit”).

     

    (b) Any
      Realized Losses allocated to a Class of Certificates shall be allocated among
      the related Certificates of such Class (other than the Interest Only
      Certificates) in proportion to their respective Current Principal Amounts.
      Any
      allocation of Realized Losses shall be accomplished by reducing the Current
      Principal Amount of the related Certificates on the related Distribution
      Date.

     

    (c) Realized
      Losses shall be allocated on the Distribution Date in the month following the
      month in which such loss was incurred and, in the case of the principal portion
      thereof, after giving effect to distributions made on such Distribution
      Date.

     

    (d) On
      each
      Distribution Date, the Trustee shall determine the Subordinate Certificate
      Writedown Amount. Any
      Subordinate Certificate Writedown Amount shall effect a corresponding reduction
      in the Current Principal Amount of (i) if prior to the Cross-Over Date, the
      Current Principal Amounts of the Subordinate Certificates, in the reverse order
      of their numerical Class designations and (ii) from and after the Cross-Over
      Date, the Senior Certificates, in accordance with priorities set forth in clause
      (b) above, which reduction shall occur on such Distribution Date after giving
      effect to distributions made on such Distribution Date.

     

    (e) Any
      Net
      Interest Shortfall will be allocated among the Classes of Certificates in
      proportion to the respective amounts of Accrued Certificate Interest that would
      have been allocated thereto in the absence of such Net Interest Shortfall for
      such Distribution Date. The interest portion of any Realized Losses with respect
      to the Mortgage Loans occurring on or prior to the Cross-Over Date will not
      be
      allocated among any Certificates, but will reduce the amount of Available Funds
      on the related Distribution Date. As a result of the subordination of the
      Subordinate Certificates in right of distribution, such Realized Losses on
      the
      Mortgage Loans will be borne by the Subordinate Certificates, in inverse order
      of their numerical Class designations. Following the Cross-Over Date, the
      interest portion of Realized Losses on the Mortgage Loans will be allocated
      to
      the Senior Certificates.

     

    Section
      6.04 Payments. 

     

    (a) On
      each
      Distribution Date, other than the final Distribution Date, the Trustee shall
      distribute to each Certificateholder of record as of the immediately preceding
      Record Date the Certificateholder’s pro rata share of its Class (based on the
      aggregate Fractional Undivided Interest represented by such Holder’s
      Certificates) of all amounts required to be distributed on such Distribution
      Date to such Class. The Trustee shall calculate the amount to be distributed
      to
      each Class and, based on such amounts, the Trustee shall determine the amount
      to
      be distributed to each Certificateholder. All of the Trustee’s calculations of
      payments shall be based solely on information provided to the Trustee by the
      Master Servicer. The Trustee shall not be required to confirm, verify or
      recompute any such information but shall be entitled to rely conclusively on
      such information.

     

    (b) Payment
      of the above amounts to each Certificateholder shall be made (i) by check mailed
      to each Certificateholder entitled thereto at the address appearing in the
      Certificate Register or (ii) upon receipt by the Trustee on or before the fifth
      Business Day preceding the Record Date of written instructions from a
      Certificateholder by wire transfer to a United States dollar account maintained
      by the payee at any United States depository institution with appropriate
      facilities for receiving such a wire transfer; provided, however, that the
      final
      payment in respect of each Class of Certificates will be made only upon
      presentation and surrender of such respective Certificates at the office or
      agency of the Trustee specified in the notice to Certificateholders of such
      final payment.

     

    Section
      6.05 Statements
      to Certificateholders. 

     

    (a) Concurrently
      with each distribution to Holders of the Certificates, the Trustee shall make
      available to the parties hereto, each Rating Agency and each such Holder via
      the
      Trustee’s internet website as set forth below, a Certificates Distribution
      Report containing the following information with respect to the Certificates
      and
      the Mortgage Loans, expressed with respect to clauses (i) through (vii) in
      the
      aggregate and as a Fractional Undivided Interest representing an initial Current
      Principal Amount of $1,000, or in the case of the Residual Certificates, an
      initial Current Principal Amount of $100:

     

    (i) the
      Current Principal Amount (or Notional Amount) of each Class of Certificates
      immediately prior to such Distribution Date;

     

    (ii) the
      amount of the distribution allocable to principal on each applicable Class
      of
      Certificates;

     

    (iii) the
      aggregate amount of interest accrued at the related Pass-Through Rate with
      respect to each Class during the related Interest Accrual Period;

     

    (iv) the
      Net
      Interest Shortfall and any other adjustments to interest at the related
      Pass-Through Rate necessary to account for any difference between interest
      accrued and aggregate interest distributed with respect to each Class of
      Certificates;

     

    (v) the
      amount of the distribution allocable to interest on each Class of
      Certificates;

     

    (vi) the
      Pass-Through Rates for each Class of Certificates with respect to such
      Distribution Date;

     

    (vii) the
      Current Principal Amount (or Notional Amount) of each Class of Certificates
      after such Distribution Date;

     

    (viii) the
      amount of any Monthly Advances, Compensating Interest Payments and outstanding
      unreimbursed advances by the Master Servicer or the Servicers included in such
      distribution;

     

    (ix) the
      aggregate amount of any Realized Losses (listed separately for each category
      of
      Realized Loss) during the preceding calendar month and cumulatively since the
      Cut-off Date and the amount and source (separately identified) of any
      distribution in respect thereof included in such distribution;

     

    (x) with
      respect to each Mortgage Loan which incurred a Realized Loss during the
      preceding calendar month, (i) the loan number, (ii) the Scheduled Principal
      Balance of such Mortgage Loan as of the Cut-off Date, (ii) the Scheduled
      Principal Balance of such Mortgage Loan as of the beginning of the related
      Due
      Period, (iii) the Net Liquidation Proceeds with respect to such Mortgage Loan
      and (iv) the amount of the Realized Loss with respect to such Mortgage
      Loan;

     

    (xi) the
      amount of Scheduled Principal and Principal Prepayments, (including but
      separately identifying the principal amount of Principal Prepayments, Insurance
      Proceeds, the purchase price in connection with the purchase of Mortgage Loans,
      cash deposits in connection with substitutions of Mortgage Loans and Net
      Liquidation Proceeds) and the number and principal balance of Mortgage Loans
      purchased or substituted for during the relevant period and cumulatively since
      the Cut-off Date;

     

    (xii) the
      number of Mortgage Loans (excluding REO Property) remaining in the Trust Fund
      as
      of the end of the preceding calendar month;

     

    (xiii) information
      regarding any Mortgage Loan delinquencies as of the end of the previous calendar
      month, including the aggregate number and aggregate Outstanding Principal
      Balance of Mortgage Loans using the MBA method of calculation (a) Delinquent
      30
      to 59 days on a contractual basis, (b) Delinquent 60 to 89 days on a contractual
      basis, and (c) Delinquent 90 or more days on a contractual basis, in each case
      as of the close of business on the last Business Day of the immediately
      preceding month;

     

    (xiv) the
      number of Mortgage Loans in the foreclosure process as of the end of the related
      Due Period and the aggregate Outstanding Principal Balance of such Mortgage
      Loans;

     

    (xv) the
      number and aggregate Outstanding Principal Balance of all Mortgage Loans as
      to
      which the Mortgaged Property was REO Property as of the end of the preceding
      calendar month;

     

    (xvi) the
      book
      value (the sum of (A) the Outstanding Principal Balance of the Mortgage Loan,
      (B) accrued interest through the date of foreclosure and (C) foreclosure
      expenses) of any REO Property; provided that, in the event that such information
      is not available to the Trustee on the Distribution Date, such information
      shall
      be furnished promptly after it becomes available;

     

    (xvii) the
      amount of Realized Losses allocated to each Class of Certificates since the
      prior Distribution Date and in the aggregate for all prior Distribution Dates;
      and

     

    (xviii) the
      Average Loss Severity Percentage;

     

    (xix) [Reserved]

     

    (xx) the
      then
      applicable Senior Percentage, Senior Prepayment Percentage, Subordinate
      Percentage and Subordinate Prepayment Percentage.

     

    The
      information set forth above shall be calculated or reported, as the case may
      be,
      by the Trustee, based solely on, and to the extent of, information provided
      to
      the Trustee by the Master Servicer. The Trustee may conclusively rely on such
      information and shall not be required to confirm, verify or recalculate any
      such
      information.

     

    The
      Trustee may make available each month, to any interested party, the Certificates
      Distribution Report to Holders of the Certificates via the Trustee’s website
      initially located at “www.usbank.com/abs.” Assistance in using the website can
      be obtained by calling the Trustee’s customer service desk at (800) 934-6802.
      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 Trustee’s
      customer service desk and indicating such. The 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 Trustee shall
      provide timely and adequate notification to all parties regarding any such
      change.

     

    (b) By
      April
      30 of each year beginning in 2008, the Trustee will furnish such report to
      each
      Holder of the Certificates of record at any time during the prior calendar
      year
      as to the aggregate of amounts reported pursuant to subclauses (a)(ii) and
      (a)(v) above with respect to the Certificates, plus information with respect
      to
      the amount of servicing compensation and such other customary information as
      the
      Trustee may determine to be necessary and/or to be required by the Internal
      Revenue Service or by a federal or state law or rules or regulations to enable
      such Holders to prepare their tax returns for such calendar year. Such
      obligations shall be deemed to have been satisfied to the extent that
      substantially comparable information shall be provided by the Trustee pursuant
      to the requirements of the Code.

     

    Section
      6.06 Monthly
      Advances. 

     

    The
      Master Servicer shall cause the related Servicer to remit any Advance required
      pursuant to the terms of the related Servicing Agreement. The related Servicer
      shall be obligated to make any such Advance only to the extent that such advance
      would not be a Nonrecoverable Advance. If the related Servicer shall have
      determined that it has made a Nonrecoverable Advance or that a proposed Advance
      or a lesser portion of such Advance would constitute a Nonrecoverable Advance,
      the related Servicer shall deliver (i) to the Trustee for the benefit of the
      Certificateholders funds constituting the remaining portion of such Advance,
      if
      applicable, and (ii) to the Master Servicer an Officer’s Certificate setting
      forth the basis for such determination. Subject
      to the Master Servicer’s recoverability determination, in the event that a
      Servicer (other than the Company) fails to make a required Advance, the Master
      Servicer, as successor servicer, shall be required to remit the amount of such
      Advance to the Master Servicer Collection Account.
      If EMC
      or the Master Servicer were required to make an Advance but failed to do so,
      the
      Trustee upon receiving notice or becoming aware of such failure, and pursuant
      to
      the applicable terms of this Agreement, shall appoint a successor servicer
      or
      Master Servicer, as applicable, who will make such Advance, or the Trustee
      as
      successor master servicer shall be
      required to remit the amount of such Advance to the Master Servicer Collection
      Account, unless
      the Trustee shall have determined that such Advance is a Nonrecoverable Advance.
      If the Trustee cannot find a successor servicer to replace the Company as
      Servicer the Trustee shall become the successor servicer and shall be required
      to remit the amount of such Advance to the Master Servicer Collection Account,
      unless the Trustee shall have determined that such Advance is a Nonrecoverable
      Advance.

     

    Section
      6.07 Compensating
      Interest Payments. 

     

    The
      Master Servicer shall deliver to the Trustee for deposit in the Distribution
      Account not later than the related Distribution Account Deposit Date an amount
      equal to the sum of the aggregate amounts paid by the Servicers under the
      related Servicing Agreement with respect to subclauses (a) and (b) of the
      definition of Interest Shortfall with respect to the Mortgage Loans for the
      related Distribution Date. 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      VII

    The
      Master Servicer

     

    Section
      7.01 Liabilities
      of the Master Servicer. 

     

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

     

    Section
      7.02 Merger
      or Consolidation of the Master Servicer. 

     

    (a) The
      Master Servicer will keep in full force and effect its existence, rights and
      franchises as a corporation under the laws of the state of its incorporation,
      and will obtain and preserve its qualification to do business as a foreign
      corporation in each jurisdiction in which such qualification is or shall be
      necessary to protect the validity and enforceability of this Agreement, the
      Certificates or any of the Mortgage Loans and to perform its duties under this
      Agreement.

     

    (b) Any
      Person into which the Master Servicer may be merged or consolidated, or any
      corporation resulting from any merger or consolidation to which the Master
      Servicer shall be a party, or any Person succeeding to the business of the
      Master Servicer, shall be the successor of the Master Servicer hereunder,
      without the execution or filing of any paper or further act on the part of
      any
      of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    Section
      7.03 Indemnification
      of the Trustee and the Master Servicer 

     

    (a) The
      Master Servicer agrees to indemnify the Indemnified Persons for, and to hold
      them harmless against, any loss, liability or expense (including reasonable
      legal fees and disbursements of counsel) incurred on their part that may be
      sustained in connection with, arising out of, or relating to, any claim or
      legal
      action (including any pending or threatened claim or legal action) relating
      to
      this Agreement with respect to the Mortgage Loans and the Certificates, the
      Servicing Agreements, the Assignment Agreement or the Certificates or the powers
      of attorney delivered by the Trustee hereunder (i) related to the Master
      Servicer’s failure to perform its duties in compliance with this Agreement
      (except as any such loss, liability or expense shall be otherwise reimbursable
      pursuant to this Agreement) or (ii) incurred by reason of the Master Servicer’s
      willful misfeasance, bad faith or gross negligence in the performance of duties
      hereunder or by reason of reckless disregard of obligations and duties
      hereunder, provided, in each case, that with respect to any such claim or legal
      action (or pending or threatened claim or legal action), the Indemnified
      Person shall
      have given the Master Servicer and the Depositor written notice thereof promptly
      after a Responsible Officer of the Indemnified Person shall have with respect
      to
      such claim or legal action and actual knowledge thereof. The Master Servicer’s
      failure to receive any such notice shall not affect the Indemnified Person’s
      right to indemnification hereunder, except to the extent the Master Servicer
      is
      materially prejudiced by such failure to give notice. This indemnity shall
      survive the resignation or removal of the Trustee or the Master Servicer and
      the
      termination of this Agreement.

     

    (b) [Reserved].

     

    (c) The
      Trust
      Fund will indemnify any Indemnified Person for any loss, liability or expense
      of
      any Indemnified Person not otherwise covered by the Master Servicer’s
      indemnification pursuant to Subsection (a) above.

     

    Section
      7.04 Limitations
      on Liability of the Master Servicer and Others. 

     

    Subject
      to the obligation of the Master Servicer to indemnify the Indemnified Persons
      pursuant to Section 7.03:

     

    (a) Neither
      the Master Servicer nor any of the directors, officers, employees or agents
      of
      the Master Servicer shall be under any liability to the Indemnified Persons,
      the
      Depositor, the Trust Fund or the Holders of the Certificates for taking any
      action or for refraining from taking any action in good faith pursuant to this
      Agreement, or for errors in judgment; provided, however, that this provision
      shall not protect the Master Servicer or any such Person against any breach
      of
      warranties or representations made herein or any liability which would otherwise
      be imposed by reason of such Person’s willful misfeasance, bad faith or gross
      negligence in the performance of duties or by reason of reckless disregard
      of
      obligations and duties hereunder.

     

    (b) The
      Master Servicer and any director, officer, employee or agent of the Master
      Servicer may rely in good faith on any document of any kind prima facie properly
      executed and submitted by any Person respecting any matters arising
      hereunder.

     

    (c) The
      Master Servicer, the Custodian and any director, officer, employee or agent
      of
      the Master Servicer or the Custodian, and the Trustee, to the extent it becomes
      a party to the EMC Servicing Agreement pursuant to Section 3.03, and any
      officer, director, employee or agent of the Trustee, shall be indemnified by
      the
      Trust and held harmless thereby against any loss, liability or expense
      (including reasonable legal fees and disbursements of counsel) incurred on
      their
      part that may be sustained in connection with, arising out of, or related to,
      any claim or legal action (including any pending or threatened claim or legal
      action) relating to this Agreement, the Certificates or any Servicing Agreement
      (except to the extent that the Master Servicer or the Trustee, as the case
      may
      be, is indemnified by the Servicer thereunder), other than (i) any such loss,
      liability or expense related to the Master Servicer’s failure to perform its
      duties in compliance with this Agreement (except as any such loss, liability
      or
      expense shall be otherwise reimbursable pursuant to this Agreement), or to the
      Custodian’s failure to perform its duties under the Custodial Agreement,
      respectively, or (ii) any such loss, liability or expense incurred by reason
      of
      the Master Servicer’s or the Custodian’s willful misfeasance, bad faith or gross
      negligence in the performance of duties hereunder or under the Custodial
      Agreement, as applicable, or by reason of reckless disregard of obligations
      and
      duties hereunder or under the Custodial Agreement, as applicable.

     

    (d) The
      Master Servicer shall not be under any obligation to appear in, prosecute or
      defend any legal action that is not incidental to its duties under this
      Agreement and that in its opinion may involve it in any expense or liability;
      provided, however, the Master Servicer may in its discretion, with the consent
      of the Trustee (which consent shall not be unreasonably withheld), undertake
      any
      such action which it may deem necessary or desirable with respect to this
      Agreement and the rights and duties of the parties hereto and the interests
      of
      the Holders of the Certificates hereunder. In such event, the legal expenses
      and
      costs of such action and any liability resulting therefrom shall be expenses,
      costs and liabilities of the Trust Fund and the Master Servicer shall be
      entitled to be reimbursed therefor out of the Master Servicer Collection Account
      as provided by Section 4.03. Nothing in this Subsection 7.04(d) shall affect
      the
      Master Servicer’s obligation to supervise, or to take such actions as are
      necessary to ensure, the servicing and administration of the Mortgage Loans
      pursuant to Section 3.01.

     

    (e) In
      taking
      or recommending any course of action pursuant to this Agreement, unless
      specifically required to do so pursuant to this Agreement, the Master Servicer
      shall not be required to investigate or make recommendations concerning
      potential liabilities which the Trust might incur as a result of such course
      of
      action by reason of the condition of the Mortgaged Properties but shall give
      notice to the Trustee if it has notice of such potential
      liabilities.

     

    (f) The
      Master Servicer shall not be liable for any acts or omissions of the related
      Servicers.

     

    (g) The
      Master Servicer may perform any of its duties hereunder or exercise its rights
      hereunder either directly or through Affiliates, agents or
      attorneys.

     

    Section
      7.05 Master
      Servicer Not to Resign. 

     

    Except
      as
      provided in Section 7.07, the Master Servicer shall not resign from the
      obligations and duties hereby imposed on it except (i) with the prior consent
      of
      the Trustee (which
      consent shall not be unreasonably withheld or delayed)
      or (ii)
      upon a determination that any such duties hereunder are no longer permissible
      under applicable law and such impermissibility cannot be cured; provided,
      however, in the event that the Trustee resigns or is terminated or removed
      in
      accordance with the provisions hereof, the Master Servicer shall resign. Any
      such determination permitting the resignation of the Master Servicer shall
      be
      evidenced by an Opinion of Independent Counsel addressed to the Trustee to
      such
      effect delivered to the Trustee. No such resignation by the Master Servicer
      shall become effective until the Trustee or a successor to the Master Servicer
      reasonably satisfactory to the Trustee shall have assumed the responsibilities
      and obligations of the Master Servicer in accordance with Section 8.02 hereof.
      The Trustee shall notify the Rating Agencies of the resignation of the Master
      Servicer.

     

    Section
      7.06 Successor
      Master Servicer. 

     

    In
      connection with the appointment of any successor master servicer or the
      assumption of the duties of the Master Servicer, the Seller or the Trustee
      may
      make such arrangements for the compensation of such successor master servicer
      out of payments on the Mortgage Loans as the Seller or the Trustee and such
      successor master servicer shall agree. If the successor master servicer does
      not
      agree that such market value is a fair price, such successor master servicer
      shall obtain two quotations of market value from third parties actively engaged
      in the servicing of single-family mortgage loans. Notwithstanding the foregoing,
      in no event shall the compensation of any Successor Master Servicer exceed
      that
      permitted the Master Servicer hereunder without the consent of all of the
      Certificateholders..

     

    Section
      7.07 Sale
      and Assignment of Master Servicing. 

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in its entirety as Master Servicer under this Agreement; provided,
      however, that: (i) the purchaser or transferee accepting such assignment and
      delegation (a) shall be a Person which shall be qualified to service mortgage
      loans for Fannie Mae or Freddie Mac; (b) shall have a net worth of not less
      than
      $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause
      (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced
      in a writing signed by the Trustee); and (d) shall execute and deliver to the
      Trustee an agreement, in form and substance reasonably satisfactory to the
      Trustee, which contains an assumption by such Person of the due and punctual
      performance and observance of each covenant and condition to be performed or
      observed by it as master servicer under this Agreement, any custodial agreement
      from and after the effective date of such agreement; (ii) each Rating Agency
      shall be given prior written notice of the identity of the proposed successor
      to
      the Master Servicer and each Rating Agency’s rating of the Certificates in
      effect immediately prior to such assignment, sale and delegation will not be
      downgraded, qualified or withdrawn as a result of such assignment, sale and
      delegation, as evidenced by a letter to such effect delivered to the Master
      Servicer and the Trustee; and (iii) the Master Servicer assigning and selling
      the master servicing shall deliver to the Trustee an Officer’s Certificate and
      an Opinion of Independent Counsel addressed to the Trustee, each stating that
      all conditions precedent to such action under this Agreement have been completed
      and such action is permitted by and complies with the terms of this Agreement.
      No such assignment or delegation shall affect any liability of the Master
      Servicer arising prior to the effective date thereof.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      VIII

    Default

     

    Section
      8.01 Events
      of Default. 

     

    “Event
      of
      Default,” wherever used herein, means any one of the following events (whatever
      the reason for such Event of Default and whether it shall be voluntary or
      involuntary or be effected by operation of law or pursuant to any judgment,
      decree or order of any court or any order, rule or regulation of any
      administrative or governmental body) and only with respect to the defaulting
      Master Servicer:

     

                                   
      (i)  Any
      failure by the Master Servicer to remit to the Trustee any amounts received
      or
      collected by the Master Servicer in respect of the Mortgage Loans and required
      to be remitted by it (other than any Advance) pursuant to this Agreement, which
      failure shall continue unremedied for one Business Day after the date on which
      written notice of such failure shall have been given to the Master Servicer
      by
      the Trustee or the Depositor, or to the Trustee and the Master Servicer by
      the
      Holders of Certificates evidencing not less than 25% of the Voting Rights
      evidenced by the Certificates; or

     

    (ii) any
      failure by the Master Servicer to observe or perform in any material respect
      any
      other of the covenants or agreements on the part of the Master Servicer
      contained in this Agreement or any breach of a representation or warranty by
      the
      Master Servicer, which failure or breach shall continue unremedied for a period
      of 60 days after the date on which written notice of such failure, properly
      requiring the same to be remedied, shall have been given to the Master Servicer
      by the Trustee or to the Master Servicer and the Trustee by the Holders of
      Certificates evidencing Fractional Undivided Interests aggregating not less
      than
      25% of the Trust Fund; or

     

    (iii) There
      is
      entered against the Master Servicer a decree or order by a court or agency
      or
      supervisory authority having jurisdiction in the premises for the appointment
      of
      a conservator, receiver or liquidator in any insolvency, readjustment of debt,
      marshaling of assets and liabilities or similar proceedings, or for the winding
      up or liquidation of its affairs, and the continuance of any such decree or
      order is unstayed and in effect for a period of 60 consecutive days, or an
      involuntary case is commenced against the Master Servicer under any applicable
      insolvency or reorganization statute and the petition is not dismissed within
      60
      days after the commencement of the case; or

     

    (iv) The
      Master Servicer consents to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshaling of assets and
      liabilities or similar proceedings of or relating to the Master Servicer or
      substantially all of its property; or the Master Servicer admits in writing
      its
      inability to pay its debts generally as they become due, files a petition to
      take advantage of any applicable insolvency or reorganization statute, makes
      an
      assignment for the benefit of its creditors, or voluntarily suspends payment
      of
      its obligations;

     

    (v) The
      Master Servicer assigns or delegates its duties or rights under this Agreement
      in contravention of the provisions permitting such assignment or delegation
      under Sections 7.05 or 7.07; or

     

    (vi) The
      Master Servicer fails to deposit or cause to be deposited, in the Distribution
      Account any Monthly Advance required to be made by the Master Servicer (other
      than a Nonrecoverable Advance) by the close of business on the Business Day
      prior to the related Distribution Date.

     

    In
      each
      and every such case, so long as such Event of Default with respect to the Master
      Servicer shall not have been remedied, either the Trustee or the Holders of
      Certificates evidencing Fractional Undivided Interests aggregating not less
      than
      51% of the principal of the Trust Fund, by notice in writing to the Master
      Servicer (and to the Trustee if given by such Holders of the Certificates),
      with
      a copy to the Rating Agencies, may terminate all of the rights and obligations
      (but not the liabilities) of the Master Servicer under this Agreement and in
      and
      to the Mortgage Loans and/or the REO Property serviced by the Master Servicer
      and the proceeds thereof. Upon the receipt by the Master Servicer of the written
      notice, all authority and power of the Master Servicer under this Agreement,
      whether with respect to the Certificates, the Mortgage Loans, REO Property
      or
      under any other related agreements (but only to the extent that such other
      agreements relate to the Mortgage Loans or related REO Property) shall, subject
      to Section 8.02, automatically and without further action pass to and be vested
      in the Trustee pursuant to this Section 8.01; and, without limitation, the
      Trustee is hereby authorized and empowered to execute and deliver, on behalf
      of
      the Master Servicer as attorney-in-fact or otherwise, any and all documents
      and
      other instruments and to do or accomplish all other acts or things necessary
      or
      appropriate to effect the purposes of such notice of termination, whether to
      complete the transfer and endorsement or assignment of the Mortgage Loans and
      related documents, or otherwise. The Master Servicer agrees to cooperate with
      the Trustee in effecting the termination of the Master Servicer’s rights and
      obligations hereunder, including, without limitation, the transfer to the
      Trustee of (i) the property and amounts which are then or should be part of
      the
      Trust or which thereafter become part of the Trust; and (ii) originals or copies
      of all documents of the Master Servicer reasonably requested by the Trustee
      to
      enable it to assume the Master Servicer’s duties thereunder. All reasonable and
      properly documented costs and expenses incurred by the Trustee in connection
      with such transfer shall be reimbursed to the Trustee by the Master Servicer
      within 30 days of request therefor or, if the Master Servicer fails to pay
      any
      such amount, reimbursed from amounts on deposit in the Distribution Amount.
      In
      addition to any other amounts which are then, or, notwithstanding the
      termination of its activities under this Agreement, may become payable to the
      Master Servicer under this Agreement, the Master Servicer shall be entitled
      to
      receive, out of any amount received on account of a Mortgage Loan or related
      REO
      Property, that portion of such payments which it would have received as
      reimbursement under this Agreement if notice of termination had not been given.
      The termination of the rights and obligations of the Master Servicer shall
      not
      affect any obligations incurred by the Master Servicer prior to such
      termination.

     

    Notwithstanding
      the foregoing, if an Event of Default described in clause (vi) of this Section
      8.01 shall occur, the Trustee upon receiving notice or becoming aware of such
      failure, and pursuant to the applicable terms of this Agreement, shall, by
      notice in writing to the Master Servicer, which may be delivered by telecopy,
      immediately terminate all of the rights and obligations of the Master Servicer
      thereafter arising under this Agreement, but without prejudice to any rights
      it
      may have as a Holder of the Certificates or to reimbursement of Monthly Advances
      and other advances of its own funds, and the Trustee shall act as provided
      in
      Section 8.02 to carry out the duties of the Master Servicer, including the
      obligation to make any Monthly Advance the nonpayment of which was an Event
      of
      Default described in clause (vi) of this Section 8.01. Any such action taken
      by
      the Trustee must be prior to the distribution on the relevant Distribution
      Date.

     

    Section
      8.02 Trustee
      to Act; Appointment of Successor. 

     

    (a) Upon
      the
      receipt by the Master Servicer of a notice of termination pursuant to Section
      8.01 or an Opinion of Independent Counsel pursuant to Section 7.05 to the effect
      that the Master Servicer is legally unable to act or to delegate its duties
      to a
      Person which is legally able to act, the Trustee shall automatically become
      the
      successor in all respects to the Master Servicer in its capacity under this
      Agreement and the transactions set forth or provided for herein and shall
      thereafter have all the rights and powers of, and be subject to all the
      responsibilities, duties, liabilities and limitations on liabilities relating
      thereto placed on the Master Servicer by the terms and provisions hereof
      (including the requirement to make Monthly Advances pursuant to Section 6.06);
      provided, however, that the Trustee shall have no obligation whatsoever with
      respect to any liability (other than advances deemed recoverable and not
      previously made) incurred by the Master Servicer at or prior to the time of
      termination. As compensation therefor, the Trustee shall be entitled to
      compensation which the Master Servicer would have been entitled to retain if
      the
      Master Servicer had continued to act hereunder, except for those amounts due
      the
      Master Servicer as reimbursement permitted under this Agreement for advances
      previously made or expenses previously incurred. Notwithstanding the above,
      the
      Trustee may, if it shall be unwilling so to act, or shall, if it is legally
      unable so to act, appoint or petition a court of competent jurisdiction to
      appoint, any established housing and home finance institution which is a Fannie
      Mae- or Freddie Mac-approved servicer, and with respect to a successor to the
      Master Servicer only, having a net worth of not less than $10,000,000, as the
      successor to the Master Servicer hereunder in the assumption of all or any
      part
      of the responsibilities, duties or liabilities of the Master Servicer hereunder;
      provided, that the Trustee shall obtain a letter from each Rating Agency that
      the ratings, if any, on each of the Certificates will not be lowered as a result
      of the selection of the successor to the Master Servicer. Pending appointment
      of
      a successor to the Master Servicer hereunder, the Trustee shall act in such
      capacity as hereinabove provided. In connection with such appointment and
      assumption, the Trustee may make such arrangements for the compensation of
      such
      successor out of payments on the Mortgage Loans as it and such successor shall
      agree; provided, however, that the provisions of Section 7.06 shall apply,
      the
      compensation shall not be in excess of that which the Master Servicer would
      have
      been entitled to if the Master Servicer had continued to act hereunder, and
      that
      such successor shall undertake and assume the obligations of the Master Servicer
      to pay compensation to any third Person acting as an agent or independent
      contractor in the performance of master servicing responsibilities hereunder.
      The Trustee and such successor shall take such action, consistent with this
      Agreement, as shall be necessary to effectuate any such succession.

     

    (b) If
      the
      Trustee shall succeed to any duties of the Master Servicer respecting the
      Mortgage Loans as provided herein, it shall do so in a separate capacity and
      not
      in its capacity as Trustee and, accordingly, the provisions of Article IX shall
      be inapplicable to the Trustee in its duties as the successor to the Master
      Servicer in the servicing of the Mortgage Loans (although such provisions shall
      continue to apply to the Trustee in its capacity as Trustee); the provisions
      of
      Article VII, however, shall apply to it in its capacity as successor master
      servicer.

     

    Section
      8.03 Notification
      to Certificateholders. 

     

    Upon
      any
      termination or appointment of a successor to the Master Servicer, the Trustee
      shall give prompt written notice thereof to Holders of the Certificates at
      their
      respective addresses appearing in the Certificate Register and to the Rating
      Agencies.

     

    Section
      8.04 Waiver
      of Defaults. 

     

    The
      Trustee shall transmit by mail to all Holders of the Certificates, within 60
      days after the occurrence of any Event of Default actually known to a
      Responsible Officer of the Trustee, unless such Event of Default shall have
      been
      cured, notice of each such Event of Default. The Holders of Certificates
      evidencing Fractional Undivided Interests aggregating not less than 51% of
      the
      Trust Fund may, on behalf of all Holders of the Certificates, waive any default
      by the Master Servicer in the performance of its obligations hereunder and
      the
      consequences thereof, except a default in the making of or the causing to be
      made any required distribution on the Certificates, which default may only
      be
      waived by Holders of Certificates evidencing Fractional Undivided Interests
      aggregating 100% of the Trust Fund. Upon any such waiver of a past default,
      such
      default shall be deemed to cease to exist, and any Event of Default arising
      therefrom shall be deemed to have been timely remedied for every purpose of
      this
      Agreement. No such waiver shall extend to any subsequent or other default or
      impair any right consequent thereon except to the extent expressly so waived.
      The Trustee shall give notice of any such waiver to the Rating
      Agencies.

     

    Section
      8.05 List
      of Certificateholders. 

     

    Upon
      written request of three or more Holders of Certificates of record, for purposes
      of communicating with other Holders of Certificates with respect to their rights
      under this Agreement, the Trustee will afford such Certificateholders access
      during business hours to the most recent list of related Certificateholders
      held
      by the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      IX

    Concerning
      the Trustee 

     

    Section
      9.01 Duties
      of Trustee. 

     

    (a) The
      Trustee, prior to the occurrence of an Event of Default and after the curing
      or
      waiver of all Events of Default which may have occurred undertakes to perform
      such duties and only such duties as are specifically set forth in this Agreement
      as duties of the Trustee. If an Event of Default has occurred and has not been
      cured or waived, the Trustee shall exercise such of the rights and powers vested
      in it by this Agreement use the same degree of care and skill in their exercise,
      as a prudent person would exercise under the circumstances in the conduct of
      his
      own affairs.

     

    (b) Upon
      receipt of all resolutions, certificates, statements, opinions, reports,
      documents, orders or other instruments which are specifically required to be
      furnished to the Trustee pursuant to any provision of this Agreement, the
      Trustee shall examine them to determine whether they are on their face in the
      form required by this Agreement; provided, however, that the Trustee shall
      not
      be responsible for the accuracy or content of any resolution, certificate,
      statement, opinion, report, document, order or other instrument furnished
      hereunder; provided, further, that the Trustee shall not be responsible for
      the
      accuracy or verification of any calculation provided to it pursuant to this
      Agreement.

     

    (c) On
      each
      Distribution Date, the Trustee shall make monthly distributions and the final
      distribution to the related Certificateholders from funds in the Distribution
      Account, as provided in Sections 6.01 and 10.01 herein based solely on the
      report of the Trustee.

     

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

     

    (i) Prior
      to
      the occurrence of an Event of Default, and after the curing or waiver of all
      such Events of Default which may have occurred, the duties and obligations
      of
      the Trustee shall be determined solely by the express provisions of this
      Agreement, the Trustee shall not be liable except for the performance of their
      respective duties and obligations as are specifically set forth in this
      Agreement, no implied covenants or obligations shall be read into this Agreement
      against the Trustee and, in the absence of bad faith on the part of the Trustee,
      the Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee, and conforming to the requirements of this
      Agreement;

     

    (ii) The
      Trustee shall not be liable in its individual capacity for an error of judgment
      made in good faith by a Responsible Officer or Responsible Officers of the
      Trustee unless it shall be proved that the Trustee was negligent in ascertaining
      the pertinent facts;

     

    (iii) The
      Trustee shall not be liable with respect to any action taken, suffered or
      omitted to be taken by it in good faith in accordance with the directions of
      the
      Holders of Certificates evidencing Fractional Undivided Interests aggregating
      not less than 25% of the portion of the Trust Fund related to such Certificates,
      if such action or non-action relates to the time, method and place of conducting
      any proceeding for any remedy available to the Trustee, or exercising any trust
      or other power conferred upon the Trustee under this Agreement;

     

    (iv) The
      Trustee shall not be required to take notice or be deemed to have notice or
      knowledge of any default or Event of Default unless a Responsible Officer of
      the
      Trustee’s Corporate Trust Office shall have actual knowledge thereof. In the
      absence of such notice, the Trustee may conclusively assume there is no such
      default or Event of Default;

     

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

     

    (vi) Anything
      in this Agreement to the contrary notwithstanding, in no event shall the Trustee
      be liable for special, indirect or consequential loss or damage of any kind
      whatsoever (including but not limited to lost profits), even if the Trustee
      has
      been advised of the likelihood of such loss or damage and regardless of the
      form
      of action;

     

    (vii) None
      of
      the Depositor or the Trustee shall be responsible for the acts or omissions
      of
      the other, it being understood that this Agreement shall not be construed to
      render them partners, joint venturers or agents of one another and

     

    (viii) The
      Trustee shall not be required to expend or risk its own funds or otherwise
      incur
      financial liability in the performance of any of its duties hereunder, or in
      the
      exercise of any of its rights or powers, if there is reasonable ground for
      believing that the repayment of such funds or adequate indemnity against such
      risk or liability is not reasonably assured to it, and none of the provisions
      contained in this Agreement shall in any event require the Trustee to perform,
      or be responsible for the manner of performance of, any of the obligations
      of
      the Master Servicer under the Servicing Agreements, except during such time,
      if
      any, as the Trustee shall be the successor to, and be vested with the rights,
      duties, powers and privileges of, the Master Servicer in accordance with the
      terms of this Agreement.

     

    (e) All
      funds
      received by the Master Servicer and the Trustee and required to be deposited
      in
      the Master Servicer Collection Account pursuant to this Agreement will be
      promptly so deposited by the Master Servicer or the Trustee, as
      applicable.

     

    (f) Except
      for those actions that the Trustee is required to take hereunder, the 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.

     

    Section
      9.02 Certain
      Matters Affecting the Trustee. 

     

    Except
      as
      otherwise provided in Section 9.01:

     

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

     

    (ii) The
      Trustee may consult with counsel and any advice of such counsel or any Opinion
      of Counsel shall be full and complete authorization and protection with respect
      to any action taken or suffered or omitted by it hereunder in good faith and
      in
      accordance with such advice or Opinion of Counsel;

     

    (iii) The
      Trustee shall not be under any obligation to exercise any of the trusts or
      powers vested in it by this Agreement, other than its obligation to give notices
      pursuant to this Agreement, or to institute, conduct or defend any litigation
      hereunder or in relation hereto at the request, order or direction of any of
      the
      Certificateholders pursuant to the provisions of this Agreement, unless such
      Certificateholders shall have offered to the Trustee reasonable security or
      indemnity against the costs, expenses and liabilities which may be incurred
      therein or thereby. Nothing contained herein shall, however, relieve the Trustee
      of the obligation, upon the occurrence of an Event of Default of which a
      Responsible Officer of the Trustee has actual knowledge (which has not been
      cured or waived), to exercise such of the rights and powers vested in it by
      this
      Agreement, and to use the same degree of care and skill in their exercise,
      as a
      prudent person would exercise under the circumstances in the conduct of his
      own
      affairs;

     

    (iv) Prior
      to
      the occurrence of an Event of Default hereunder and after the curing or waiver
      of all Events of Default which may have occurred, the Trustee shall not be
      liable for any action taken, suffered or omitted by it in good faith and
      believed by it to be authorized or within the discretion or rights or powers
      conferred upon it by this Agreement;

     

    (v) The
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, bond or other paper or document,
      unless requested in writing to do so by Holders of Certificates evidencing
      Fractional Undivided Interests aggregating not less than 25% of the portion
      of
      the Trust Fund related to such Certificates, and provided that the payment
      within a reasonable time to the Trustee of the costs, expenses or liabilities
      likely to be incurred by it in the making of such investigation is, in the
      opinion of the Trustee reasonably assured to the Trustee by the security
      afforded to it by the terms of this Agreement. The Trustee may require
      reasonable indemnity against such expense or liability as a condition to taking
      any such action. The reasonable expense of every such examination shall be
      paid
      by the related Certificateholders requesting the investigation;

     

    (vi) The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or through Affiliates, agents or attorneys; provided,
      however, that the Trustee may not appoint any agent to perform its custodial
      functions with respect to the Mortgage Files or paying agent functions under
      this Agreement without the express written consent of the Master Servicer,
      which
      consent will not be unreasonably withheld. The Trustee shall not be liable
      or
      responsible for the misconduct or negligence of any of the Trustee’s agents or
      attorneys or a custodian or paying agent appointed hereunder by the Trustee
      with
      due care and, when required, with the consent of the Master
      Servicer;

     

    (vii) Should
      the Trustee deem the nature of any action required on its part, to be unclear,
      the Trustee may require prior to such action that it be provided by the
      Depositor with reasonable further instructions;

     

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

     

    (ix) The
      Trustee shall not be required to give any bond or surety with respect to the
      execution of the trust created hereby or the powers granted hereunder, except
      as
      provided in Section 9.07; and

     

    (x) The
      Trustee shall not have any duty to conduct any affirmative investigation as
      to
      the occurrence of any condition requiring the repurchase of any Mortgage Loan
      by
      the Seller pursuant to this Agreement or the Mortgage Loan Purchase Agreement,
      as applicable, or the eligibility of any Mortgage Loan for purposes of this
      Agreement.

     

    Section
      9.03 Trustee
      Not Liable for Certificates or Mortgage Loans. 

     

    The
      recitals contained herein and in the Certificates (other than the signature
      and
      countersignature of the Trustee on such Certificates) shall be taken as the
      statements of the Depositor, and neither the Trustee, nor the Custodian on
      its
      behalf, shall have any responsibility for their correctness. The Trustee does
      not make any representation as to the validity or sufficiency of the
      Certificates (other than the signature and countersignature of the Trustee
      on
      the such Certificates) or of any Mortgage Loan; provided, however, that the
      foregoing shall not relieve the Trustee, or the Custodian on its behalf, of
      the
      obligation to review the Mortgage Files pursuant to Sections 2.02 and 2.04.
      The
      Trustee’s signature and countersignature (or countersignature of its agent) on
      the Certificates shall be solely in its capacity as Trustee and shall not
      constitute the Certificates an obligation of the Trustee in any other capacity.
      The Trustee shall not be accountable for the use or application by the Depositor
      of any of the Certificates or of the proceeds of such Certificates, or for
      the
      use or application of any funds paid to the Depositor with respect to the
      Mortgage Loans. The Trustee shall not be responsible for the legality or
      validity of this Agreement or any document or instrument relating to this
      Agreement, the validity of the execution of this Agreement or of any supplement
      hereto or instrument of further assurance, or the validity, priority, perfection
      or sufficiency of the security for the Certificates issued hereunder or intended
      to be issued hereunder. The Trustee shall not at any time have any
      responsibility or liability for or with respect to the legality, validity and
      enforceability of any Mortgage or any Mortgage Loan, or the perfection and
      priority of any Mortgage or the maintenance of any such perfection and priority,
      or for or with respect to the sufficiency of either Trust Fund, or any portion
      of either Trust Fund or its ability to make the payments to be distributed
      to
      Certificateholders, under this Agreement. The Trustee shall not have any
      responsibility for filing any financing statement or continuation statement
      in
      any public office at any time or to otherwise perfect or maintain the perfection
      of any security interest or lien granted to it hereunder or to record this
      Agreement.

     

    Section
      9.04 Trustee
      May Own Certificates. 

     

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

     

    Section
      9.05 Trustee’s
      Fees and Expenses. 

     

    The
      Trustee will be entitled to recover, from the Distribution Account pursuant
      to
      Section 4.05, the Trustee Fee, all reasonable out-of-pocket expenses,
      disbursements and advances and the expenses of the Trustee in connection with
      any Event of Default, any breach of this Agreement or any claim or legal action
      (including any pending or threatened claim or legal action) or incurred or
      made
      by the Trustee in the administration of the trusts hereunder (including the
      reasonable compensation, expenses and disbursements of its counsel) except
      any
      such expense, disbursement or advance as may arise from its negligence or
      intentional misconduct or which is the responsibility of the Certificateholders.
      If funds in the Distribution Account are insufficient therefor, the Trustee
      shall recover such expenses from the Depositor and the Depositor hereby agrees
      to pay such expenses, disbursements or advances upon demand. Such compensation
      and reimbursement obligation shall not be limited by any provision of law in
      regard to the compensation of a trustee of an express trust.

     

    Section
      9.06 Eligibility
      Requirements for Trustee. 

     

    The
      Trustee and any successor Trustee shall during the entire duration of this
      Agreement be a state bank or trust company or a national banking association
      organized and doing business under the laws of such state or the United States
      of America, authorized under such laws to exercise corporate trust powers,
      having a combined capital and surplus and undivided profits of at least
      $40,000,000 or, in the case of a successor Trustee, $50,000,000, subject to
      supervision or examination by federal or state authority and, in the case of
      the
      Trustee, rated “BBB” or higher by S&P or Fitch and “Baa2” or higher by
      Moody’s with respect to their long-term rating and rated “BBB” or higher by
      S&P or Fitch and “Baa2” or higher by Moody’s with respect to any outstanding
      long-term unsecured unsubordinated debt, and, in the case of a successor Trustee
      other than pursuant to Section 9.10, rated in one of the two highest long-term
      debt categories of, or otherwise acceptable to, each of the Rating Agencies.
      If
      the Trustee publishes reports of condition at least annually, pursuant to law
      or
      to the requirements of the aforesaid supervising or examining authority, then
      for the purposes of this Section 9.06 the combined capital and surplus of such
      corporation shall be deemed to be its total equity capital (combined capital
      and
      surplus) as set forth in its most recent report of condition so published.
      In
      case at any time the Trustee shall cease to be eligible in accordance with
      the
      provisions of this Section 9.06, the Trustee shall resign immediately in the
      manner and with the effect specified in Section 9.08.

     

    The
      Trustee may not be the Seller, an originator of any of the Mortgage Loans,
      the
      Master Servicer, a Servicer, the Depositor or an affiliate of the Depositor
      unless the Trustee is in an institutional trust department of U.S. Bank National
      Association. 

     

    Section
      9.07 Insurance. 

     

    The
      Trustee at its own expense, shall at all times maintain and keep in full force
      and effect: (i) fidelity insurance, (ii) theft of documents insurance and (iii)
      forgery insurance (which may be collectively satisfied by a “Financial
      Institution Bond” and/or a “Bankers’ Blanket Bond”). All such insurance shall be
      in amounts, with standard coverage and subject to deductibles, as are customary
      for insurance typically maintained by banks or their affiliates which act as
      custodians for investor-owned mortgage pools. A certificate of an officer of
      the
      Trustee as to the Trustee’s compliance with this Section 9.07 shall be furnished
      to any Certificateholder upon reasonable written request.

     

    Section
      9.08 Resignation
      and Removal of the Trustee. 

     

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

     

    (b) If
      at any
      time the Trustee shall cease to be eligible in accordance with the provisions
      of
      Section 9.06 and shall fail to resign after written request therefor by the
      Depositor or if at any time the Trustee shall become incapable of acting, or
      shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee, or
      of
      its property shall be appointed, or any public officer shall take charge or
      control of the Trustee, or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation, then the Depositor shall promptly
      remove the Trustee, and appoint a successor Trustee, by written instrument,
      in
      triplicate, one copy of which instrument shall be delivered to the Trustee,
      so
      removed, the successor Trustee.

     

    (c) The
      Holders of Certificates evidencing Fractional Undivided Interests aggregating
      not less than 51% of the portion of the Trust Fund related to such Certificates,
      may at any time remove the Trustee and appoint a successor Trustee for the
      related Trust Fund 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, and the Trustee
      so
      removed and the successor so appointed. In the event that the Trustee is removed
      by the Holders of Certificates in accordance with this Section 9.08(c), the
      Holders of such Certificates shall be responsible for paying any compensation
      payable to a successor Trustee, in excess of the amount paid to the predecessor
      Trustee.

     

    (d) No
      resignation or removal of the Trustee and appointment of a successor Trustee
      pursuant to any of the provisions of this Section 9.08 shall become effective
      except upon appointment of and acceptance of such appointment by the successor
      Trustee as provided in Section 9.09.

     

    Section
      9.09 Successor
      Trustee. 

     

    (a) Any
      successor Trustee appointed as provided in Section 9.08 shall execute,
      acknowledge and deliver to the Depositor and to its predecessor Trustee an
      instrument accepting such appointment hereunder. The resignation or removal
      of
      the predecessor Trustee shall then become effective and such successor Trustee,
      without any further act, deed or conveyance, shall become fully vested with
      all
      the rights, powers, duties and obligations of its predecessor hereunder, with
      like effect as if originally named as Trustee herein. The predecessor Trustee
      shall after payment of its outstanding fees and expenses promptly deliver to
      the
      successor Trustee all assets and records of the Trust held by it hereunder,
      and
      the Depositor and the predecessor 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 Trustee, all such
      rights, powers, duties and obligations.

     

    (b) No
      successor Trustee shall accept appointment as provided in this Section 9.09
      unless at the time of such acceptance such successor Trustee shall be eligible
      under the provisions of Section 9.06.

     

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

     

    Section
      9.10 Merger
      or Consolidation of Trustee. 

     

    Any
      state
      bank or trust company or national banking association into which the 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 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 Trustee shall be the
      successor of the Trustee hereunder, provided such state bank or trust company
      or
      national banking association shall be eligible under the provisions of Section
      9.06. 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.

     

    Section
      9.11 Appointment
      of Co-Trustee or Separate Trustee. 

     

    (a) Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of the Trust or property
      constituting the same may at the time be located, the Depositor and the Trustee
      acting jointly shall have the power and shall execute and deliver all
      instruments to appoint one or more Persons approved by the Trustee and the
      Depositor to act as co-trustee or co-trustees, jointly with the Trustee, or
      separate trustee or separate trustees, of all or any part of the Trust, and
      to
      vest in such Person or Persons, in such capacity, such title to the Trust,
      or
      any part thereof, and, subject to the other provisions of this Section 9.11,
      such powers, duties, obligations, rights and trusts as the Depositor and the
      Trustee may consider necessary or desirable.

     

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

     

    (c) No
      co-trustee or separate trustee hereunder shall be required to meet the terms
      of
      eligibility as a successor Trustee under Section 9.06 hereunder and no notice
      to
      Certificateholders of the appointment of co-trustee(s) or separate trustee(s)
      shall be required under Section 9.08 hereof.

     

    (d) In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 9.11, all rights, powers, duties and obligations conferred or imposed
      upon the Trustee and required to be conferred on such co-trustee shall be
      conferred or imposed upon and exercised or performed by the Trustee and such
      separate trustee or co-trustee jointly, except to the extent that under any
      law
      of any jurisdiction in which any particular act or acts are to be performed
      (whether as Trustee hereunder or as successor to the Master Servicer hereunder),
      the Trustee shall be incompetent or unqualified to perform such act or acts,
      in
      which event such rights, powers, duties and obligations (including the holding
      of title to the Trust or any portion thereof in any such jurisdiction) shall
      be
      exercised and performed by such separate trustee or co-trustee at the direction
      of the Trustee.

     

    (e) Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      IX.
      Each separate trustee and co-trustee, upon its acceptance of the trusts
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee.

     

    (f) To
      the
      extent not prohibited by law, any separate trustee or co-trustee may, at any
      time, request the Trustee, its agent or attorney-in-fact, with full power and
      authority, to do any lawful act under or with respect to this Agreement on
      its
      behalf and in its name. If any separate trustee or co-trustee shall die, become
      incapable of acting, resign or be removed, all of its estates, properties
      rights, remedies and trusts shall vest in and be exercised by the Trustee,
      to
      the extent permitted by law, without the appointment of a new or successor
      Trustee.

     

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

     

    Section
      9.12 Federal
      Information Returns and Reports to Certificateholders; REMIC
      Administration. 

     

    (a) For
      federal income tax purposes, the taxable year of the Trust REMIC shall be a
      calendar year and the Trustee shall maintain or cause the maintenance of the
      books of each such REMIC on the accrual method of accounting.

     

    (b) The
      Trustee shall prepare, sign and file or cause to be filed with the Internal
      Revenue Service federal tax information returns or elections required to be
      made
      hereunder with respect to the Trust REMIC, each Trust Fund, if applicable,
      and
      the Certificates containing such information and at the times and in the manner
      as may be required by the Code or applicable Treasury regulations, and shall
      furnish to each Holder of Certificates at any time during the calendar year
      for
      which such returns or reports are made such statements or information at the
      times and in the manner as may be required thereby, including, without
      limitation, reports relating to interest, original issue discount and market
      discount or premium (using a constant prepayment assumption of 300% PSA as
      described in the prospectus supplement relating to the Offered Certificates).
      The Trustee will apply for an Employee Identification Number from the Internal
      Revenue Service under Form SS-4 or any other acceptable method for all tax
      entities. In connection with the foregoing, the Trustee shall timely prepare,
      file and sign, Internal Revenue Service Form 8811, which shall provide the
      name
      and address of the person who can be contacted to obtain information required
      to
      be reported to the holders of regular interests in the Trust REMIC (the “REMIC
      Reporting Agent”). The Trustee shall make elections to treat the Trust REMIC as
      a REMIC (which elections shall apply to the taxable period ending December
      31,
      2007 and each calendar year thereafter) in such manner as the Code or applicable
      Treasury regulations may prescribe, and as described by the Trustee. The Trustee
      shall sign all tax information returns filed pursuant to this Section and any
      other returns as may be required by the Code. The Holder of the Class R
      Certificate is hereby designated as the “Tax Matters Person” within the meaning
      of Treasury Regulation Section 1.860F-4(d)) for the Trust REMIC. The Trustee
      is
      hereby designated and appointed as the agent of each such Tax Matters Person.
      Any Holder of a Residual Certificate will by acceptance thereof appoint the
      Trustee as agent and attorney-in-fact for the purpose of acting as Tax Matters
      Person for the Trust REMIC during such time as the Trustee does not own any
      such
      Residual Certificate. In the event that the Code or applicable Treasury
      regulations prohibit the Trustee from signing tax or information returns or
      other statements, or the Trustee from acting as agent for the Tax Matters
      Person, the Trustee shall take whatever action that in their sole good faith
      judgment is necessary for the proper filing of such information returns or
      for
      the provision of a Tax Matters Person, including designation of the Holder
      of a
      Residual Certificate to sign such returns or act as Tax Matters Person. Each
      Holder of a Residual Certificate shall be bound by this Section.

     

    (c) The
      Trustee shall provide upon request and receipt of reasonable compensation such
      information as required in Section 860D(a)(6)(B) of the Code to the Internal
      Revenue Service, to any Person purporting to transfer a Residual Certificate
      to
      a Person other than a transferee permitted by Section 5.05(b), and to any
      regulated investment company, real estate investment trust, common trust fund,
      partnership, trust, estate, organization described in Section 1381 of the Code,
      or nominee holding an interest in a pass-through entity described in Section
      860E(e)(6) of the Code, any record holder of which is not a transferee permitted
      by Section 5.05(b) (or which is deemed by statute to be an entity with a
      disqualified member).

     

    (d) The
      Trustee shall prepare, sign and file or cause to be filed any state income
      tax
      returns required under Applicable State Law with respect to the Trust REMIC
      or
      the Trust Fund.

     

    (e) Notwithstanding
      any other provision of this Agreement, the Trustee shall comply with all federal
      withholding requirements respecting payments to Certificateholders of interest,
      original issue discount or principal on the Certificates that the Trustee
      reasonably believes are applicable under the Code. The consent of
      Certificateholders shall not be required for such withholding. In the event
      the
      Trustee withholds any amount from payments of interest, original issue discount
      or principal or advances thereof to any Certificateholder pursuant to federal
      withholding requirements, the Trustee shall, together with its monthly report
      to
      such Certificateholders, indicate such amount withheld.

     

    (f) The
      Trustee agrees to indemnify the Trust Fund and the Depositor for any taxes
      and
      costs including, without limitation, any reasonable attorneys fees imposed
      on or
      incurred by such Trust Fund, the Depositor or the Master Servicer, as a result
      of a breach of the Trustee’s covenants set forth in this Section 9.12; provided,
      however, such liability and obligation to indemnify in this paragraph shall
      not
      be joint and several, and the Trustee shall not be liable or be obligated to
      indemnify the Trust Fund for the failure by the other to perform any duty under
      this Agreement or the breach by the other of any covenant in this Agreement.
      In
      the event that any liable party hereto fails to honor its obligations under
      the
      preceding sentences, or taxes imposed on the Trust Fund are not otherwise paid,
      such taxes shall be paid first with amounts otherwise to be distributed to
      the
      Class R Certificates, and second with amounts otherwise to be distributed to
      the
      Holders of the following other Certificates in the following order of priority:
      first,
      to
      the
      Class B-6 Certificates, second, to the Class B-5 Certificates, third, to the
      Class B-4 Certificates, fourth, to the Class B-3 Certificates, fifth, to the
      Class B-2 Certificates, sixth, to the Class B-1 Certificates, and eighth, to
      the
      Class A, Class X and Class PO Certificates (on a pro rata basis based on the
      amounts to be distributed). Notwithstanding anything to the contrary contained
      herein, to the extent that such tax is payable by the Holder of any such
      Certificates, the Trustee is hereby authorized to retain on any Distribution
      Date, from the Holders of the Class R Certificates (and, if necessary, from
      the
      Holders of the other relevant Certificates in the priority specified in the
      preceding sentence), funds otherwise distributable to such Holders in an amount
      sufficient to pay such tax.
      The Trustee
      shall include in its monthly statement amounts allocated to the relevant
      Certificates, taking into account the priorities described in the second
      preceding sentence. The
      Trustee shall promptly notify in writing the party liable for any such tax
      of
      the amount thereof and the due date for the payment thereof.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      X

    Termination

     

    Section
      10.01 Termination
      Upon Repurchase by the Depositor or its Designee or Liquidation of the Mortgage
      Loans.

     

    (a) Subject
      to Section 10.02, the respective obligations and responsibilities of the
      Depositor, the Trustee and the Master Servicer created hereby with respect
      to
      the Trust Fund and the related Certificates, other than the obligation of the
      Trustee to make payments to related Certificateholders as hereinafter set forth
      and the indemnification obligations under Section 7.03 hereof, shall terminate
      upon:

     

    (i) the
      repurchase by or at the direction of the Depositor or its designee of all of
      the
      Mortgage Loans and all related REO Property remaining at a price (in each case,
      the “Termination Purchase Price”) equal to the sum of (a) 100% of the
      Outstanding Principal Balance of each such Mortgage Loan (other than a Mortgage
      Loan related to REO Property) as of the date of repurchase, net of the principal
      portion of any unreimbursed Monthly Advances made by the purchaser, together
      with interest at the applicable Mortgage Interest Rate accrued but unpaid to,
      but not including, the first day of the month of repurchase, (b) the appraised
      value of any related REO Property, less the good faith estimate of the Depositor
      of liquidation expenses to be incurred in connection with its disposal thereof
      (but not more than the Outstanding Principal Balance of the related Mortgage
      Loan, together with interest at the applicable Mortgage Interest Rate accrued
      on
      that balance but unpaid to, but not including, the first day of the month of
      repurchase), such appraisal to be calculated by an appraiser mutually agreed
      upon by the Depositor and the Trustee at the expense of the Depositor, (c)
      unreimbursed out-of pocket costs of the Master Servicer, including unreimbursed
      servicing advances and the principal portion of any unreimbursed Monthly
      Advances, made on the Mortgage Loans prior to the exercise of such repurchase
      right and (d) any unreimbursed costs and expenses of the Trustee payable
      pursuant to Section 9.05 and to the Custodian pursuant to the Custodial
      Agreement; or

     

    (ii) the
      later
      of the making of the final payment or other liquidation, or any advance with
      respect thereto, of the last Mortgage Loan remaining in the Trust Fund or the
      disposition of all property acquired with respect to any Mortgage Loan;
      provided, however, that in the event that an advance has been made, but not
      yet
      recovered, at the time of such termination, the Person having made such advance
      shall be entitled to receive, notwithstanding such termination, any payments
      received subsequent thereto with respect to which such advance was made;
      or

     

    (iii) the
      payment to the Certificateholders of all amounts required to be paid to them
      pursuant to this Agreement.

     

    (b) In
      no
      event, however, shall the portion of the Trust Fund created hereby continue
      beyond the earlier of (i) the “latest possible maturity date” specified in
      Section 5.01(d) or (ii) the expiration of 21 years from the death of the last
      survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
      United States to the Court of St. James’s, living on the date of this
      Agreement.

     

    (c) The
      right
      of the Depositor or its designee to repurchase all the assets of the Trust
      Fund
      as described in Subsection 10.01(a)(i) above shall be exercisable only if (i)
      the aggregate Scheduled Principal Balance of the Mortgage Loans at the time
      of
      any such repurchase is less than 10% of the Cut-Off Date Balance, and the or
      (ii) the Depositor, based upon an Opinion of Counsel addressed to the Depositor
      and the Trustee, has determined that the REMIC status of the Trust REMIC has
      been lost or that a substantial risk exists that such REMIC status will be
      lost
      for the then-current taxable year. At any time thereafter, in the case of (i)
      or
      (ii) above, the Depositor may elect to terminate the Trust REMIC at any time,
      and upon such election, the Depositor or its designee, shall repurchase all
      the
      assets of the Trust Fund described in Subsection 10.01(a)(i) above.

     

    (d) The
      Trustee shall give notice of any termination to the Certificateholders, with
      a
      copy to the Master Servicer and the Rating Agencies, upon which the
      Certificateholders shall surrender their Certificates to the Trustee for payment
      of the final distribution and cancellation. Such notice shall be given by
      letter, mailed not earlier than the l5th day and not later than the 25th day
      of
      the month next preceding the month of such final distribution, and shall specify
      (i) the Distribution Date upon which final payment of the related Certificates
      will be made upon presentation and surrender of the related Certificates at
      the
      office of the Trustee therein designated, (ii) the amount of any such final
      payment and (iii) that the Record Date otherwise applicable to such Distribution
      Date is not applicable, payments being made only upon presentation and surrender
      of the related Certificates at the office of the Trustee therein
      specified.

     

    (e) If
      the
      option of the Depositor to repurchase or cause the repurchase of all the assets
      in the Trust Fund as described in Subsection 10.01(a)(i) above, is exercised,
      the Depositor and/or its designee shall deliver to the Trustee for deposit
      in
      the Distribution Account, by the Business Day prior to the applicable
      Distribution Date, an amount equal to the related Termination Purchase Price.
      Upon presentation and surrender of the related Certificates by the related
      Certificateholders, the Trustee shall distribute to such Certificateholders
      an
      amount determined as follows: with respect to each related Certificate (other
      than the Interest Only Certificates), the outstanding Current Principal Amount,
      plus with respect to each such Certificate, one month’s interest thereon at the
      applicable Pass-Through Rate; and with respect to the Class R Certificates,
      the
      percentage interest evidenced thereby multiplied by the difference, if any,
      between the above described repurchase price and the aggregate amount to be
      distributed to the Holders of the Certificates (other than the Class R
      Certificates). If the proceeds with respect to the related Mortgage Loans are
      not sufficient to pay all of the related Senior Certificates in full, any such
      deficiency shall be allocated first, to the related Subordinate Certificates,
      in
      inverse order of their numerical designations and then to the related Senior
      Certificates on a pro rata basis. Upon deposit of the related Termination
      Purchase Price and following such final Distribution Date, the Trustee shall
      release promptly to the Depositor and/or its designee the related Mortgage
      Files
      for the remaining Mortgage Loans, and the related portions of the Accounts
      with
      respect thereto shall terminate, subject to the Trustee’s obligation to hold any
      amounts payable to the related Certificateholders in trust without interest
      pending final distributions pursuant to Subsection 10.01(g). Any other amounts
      remaining in the Accounts will belong to the Depositor.

     

    (f) In
      the
      event that this Agreement is terminated by reason of the payment or liquidation
      of all Mortgage Loans or the disposition of all property acquired with respect
      to all Mortgage Loans under Subsection 10.01(a)(ii) above, the Master Servicer
      shall deliver to the Trustee for deposit in the Distribution Account all
      distributable amounts remaining in the Master Servicer Collection Account.
      Upon
      the presentation and surrender of the related Certificates, the Trustee shall
      distribute to the remaining related Certificateholders, pursuant to the written
      direction of the Trustee and in accordance with their respective interests,
      all
      related distributable amounts remaining in the Distribution Account. Upon
      deposit by the Master Servicer of such distributable amounts, and following
      such
      final Distribution Date, the Paying Agent shall release promptly to the
      Depositor or its designee the related Mortgage Files for the remaining Mortgage
      Loans, and the Distribution Account shall terminate, subject to the Paying
      Agent’s obligation to hold any amounts payable to the related Certificateholders
      in trust without interest pending final distributions pursuant to this
      Subsection 10.01(f).

     

    (g) If
      not
      all of the Certificateholders shall surrender their Certificates for
      cancellation within six months after the time specified in the above-mentioned
      written notice, the Trustee shall give a second written notice to the remaining
      Certificateholders to surrender their Certificates for cancellation and receive
      the final distribution with respect thereto. If within six months after the
      second notice, not all the related Certificates shall have been surrendered
      for
      cancellation, the Trustee may take appropriate steps, or appoint any agent
      to
      take appropriate steps, to contact the related remaining Certificateholders
      concerning surrender of their Certificates, and the cost thereof shall be paid
      out of the funds and other assets which remain subject to this
      Agreement.

     

    Section
      10.02 Additional
      Termination Requirements with respect to the Certificates. 

     

    (a) If
      the
      option of the Depositor to repurchase all of the Mortgage Loans and related
      properties under Subsection 10.01(a)(i) above is exercised, the Trust Fund
      and
      the Trust REMIC shall be terminated in accordance with the following additional
      requirements, unless the Trustee has been furnished with an Opinion of Counsel
      addressed to the Trustee to the effect that the failure of the Trust to comply
      with the requirements of this Section 10.02 will not (i) result in the
      imposition of taxes on “prohibited transactions” as defined in Section 860F of
      the Code on the Trust REMIC or (ii) cause the Trust REMIC to fail to qualify
      as
      a REMIC at any time that any Certificates are outstanding:

     

     

    (i) The
      Depositor shall establish a 90-day liquidation period and notify the Trustee
      thereof, and the Trustee shall in turn specify the first day of such period
      in a
      statement attached to the tax return for each of the Trust REMIC pursuant to
      Treasury Regulation Section 1.860F-1. The Depositor shall satisfy all the
      requirements of a qualified liquidation under Section 860F of the Code and
      any
      regulations thereunder, as evidenced by an Opinion of Counsel addressed to
      the
      Trustee obtained at the expense of the Depositor;

     

     

    (ii) During
      such 90-day liquidation period, and at or prior to the time of making the final
      payment on the Certificates, the Trustee shall sell all of the assets of the
      Trust REMIC for
      cash;
      and

     

     

    (iii) At
      the
      time of the making of the final payment on the Certificates, the Trustee shall
      distribute or credit, or cause to be distributed or credited, to the Holders
      of
      the Residual Certificates all cash on hand (other than cash retained to meet
      claims), and the Trust REMIC shall
      terminate at that time.

     

    (b) By
      their
      acceptance of the Certificates, the Holders thereof hereby authorize the
      adoption of a 90-day liquidation period and the adoption of a plan of complete
      liquidation for the Trust REMIC, which authorization shall be binding upon
      all
      successor Certificateholders.

     

    (c) The
      Trustee as agent for the Trust REMIC hereby agrees to adopt and sign such a
      plan
      of complete liquidation meeting the requirements for a qualified liquidation
      under Section 860F of the Code and any regulations thereunder upon the written
      request of the Depositor and the receipt of the Opinion of Counsel referred
      to
      in clause (a)(i) above and to take such other action in connection therewith
      as
      may be reasonably requested by the Depositor.

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

     

    ARTICLE
      XI

    Miscellaneous
      Provisions

     

    Section
      11.01 Intent
      of Parties. 

     

    The
      parties intend that each of REMIC I, REMIC II and REMIC III shall be treated
      as
      a REMIC for federal income tax purposes and that the provisions of this
      Agreement should be construed in furtherance of this intent.

     

    Section
      11.02 Amendment. 

     

    (a) This
      Agreement may be amended from time to time by the Depositor, the Master Servicer
      and the Trustee, but without notice to or the consent of any of the related
      Certificateholders, to cure any ambiguity, to correct or supplement any
      provisions herein or therein that may be defective or inconsistent with any
      other provisions herein or therein (including to give effect to the expectations
      of investors), to conform to the language in the prospectus supplement, to
      comply with any changes in the Code, to revise any provision to reflect the
      obligations of the parties to this Agreement as they relate to Regulation AB
      or
      to make any other provisions with respect to matters or questions arising under
      this Agreement which shall not be inconsistent with the provisions of this
      Agreement; provided, however, that such action shall not, as evidenced by an
      Opinion of Counsel, addressed to the Trustee, adversely affect in any material
      respect the interests of any related Certificateholder or cause the Trust REMIC
      to fail to qualify as a REMIC for federal income tax purposes as evidenced
      by an
      Opinion of Counsel addressed to the Trustee but not at the Trustee’s
      expense.

     

    (b) With
      respect to the Certificates, this Agreement may also be amended from time to
      time by the Master Servicer, the Depositor and the Trustee, and the Holders
      of
      Certificates evidencing Fractional Undivided Interests aggregating not less
      than
      51% of the applicable Class or Classes, if such amendment affects only such
      Class or Classes, for the purpose of adding any provisions to or changing in
      any
      manner or eliminating any of the provisions of this Agreement or of modifying
      in
      any manner the rights of the related Certificateholders; provided, however,
      that
      no such amendment shall (i) reduce in any manner the amount of, or delay the
      timing of, payments received on Mortgage Loans which are required to be
      distributed on any Certificate without the consent of the Holder of such
      Certificate, (ii) reduce the aforesaid percentage of Certificates the Holders
      of
      which are required to consent to any such amendment, without the consent of
      the
      Holders of all Certificates then outstanding, or (iii) cause the Trust REMIC
      to
      fail to qualify as a REMIC for federal income tax purposes, as evidenced by
      an
      Opinion of Counsel addressed to the Trustee which shall be provided to the
      Trustee other than at the Trustee’s expense. Notwithstanding any other provision
      of this Agreement, for purposes of giving or withholding of consents pursuant
      to
      this first paragraph of Section 11.02(b), Certificates registered in the name
      of
      or held for the benefit of the Depositor, the Master Servicer, or the Trustee
      or
      any Affiliate thereof shall be entitled to vote their Fractional Undivided
      Interests with respect to matters affecting such Certificates.

     

    (c) Promptly
      after the execution of any such amendment, the Trustee shall furnish a copy
      of
      such amendment or written notification of the substance of such amendment to
      each related Certificateholder, with a copy to the Rating Agencies.

     

    (d) In
      the
      case of an amendment under Subsection 11.02(b) above, it shall not be necessary
      for the related Certificateholders to approve the particular form of such an
      amendment. Rather, it shall be sufficient if the related Certificateholders
      approve the substance of the amendment. The manner of obtaining such consents
      and of evidencing the authorization of the execution thereof by related
      Certificateholders shall be subject to such reasonable regulations as the
      Trustee may prescribe.

     

    (e) Prior
      to
      the execution of any amendment to this Agreement, the Trustee shall be entitled
      to receive and rely upon an Opinion of Counsel addressed to the Trustee stating
      that the execution of such amendment is authorized or permitted by this
      Agreement. The Trustee may, but shall not be obligated to, enter into any such
      amendment which affects the Trustee’s own rights, duties or immunities under
      this Agreement.

     

    Section
      11.03 Recordation
      of Agreement. 

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the Mortgaged Properties
      are situated, and in any other appropriate public recording office or elsewhere.
      The Depositor shall effect such recordation, at the expense of the Trust upon
      the request in writing of a Certificateholder, but only if such direction is
      accompanied by an Opinion of Counsel (provided at the expense of the
      Certificateholder requesting recordation) to the effect that such recordation
      would materially and beneficially affect the interests of the Certificateholders
      or is required by law.

     

    Section
      11.04 Limitation
      on Rights of Certificateholders. 

     

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

     

    (b) Except
      as
      expressly provided in this Agreement, no Certificateholders shall have any
      right
      to vote or in any manner otherwise control the operation and management of
      the
      Trust, or the obligations of the parties hereto, nor shall anything herein
      set
      forth, or contained in the terms of the Certificates, be construed so as to
      establish the Certificateholders from time to time as partners or members of
      an
      association; nor shall any Certificateholders be under any liability to any
      third Person by reason of any action taken by the parties to this Agreement
      pursuant to any provision hereof.

     

    (c) No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon,
      under or with respect to this Agreement against the Depositor, the Trustee,
      the
      Master Servicer or any successor to any such parties unless (i) such
      Certificateholder previously shall have given to the Trustee a written notice
      of
      a continuing default, as herein provided, (ii) the Holders of Certificates
      evidencing Fractional Undivided Interests aggregating not less than 51% of
      the
      Trust Fund shall have made written request upon the Trustee to institute such
      action, suit or proceeding in its own name as Trustee hereunder and shall have
      offered to the Trustee such reasonable indemnity as it may require against
      the
      costs and expenses and liabilities to be incurred therein or thereby, and (iii)
      the Trustee, for 60 days after its receipt of such notice, request and offer
      of
      indemnity, shall have neglected or refused to institute any such action, suit
      or
      proceeding.

     

    (d) No
      one or
      more Certificateholders shall have any right by virtue of any provision of
      this
      Agreement to affect the rights of any other Certificateholders or to obtain
      or
      seek to obtain priority or preference over any other such Certificateholder,
      or
      to enforce any right under this Agreement, except in the manner herein provided
      and for the equal, ratable and common benefit of all Certificateholders. For
      the
      protection and enforcement of the provisions of this Section 11.04, each and
      every Certificateholder and the Trustee shall be entitled to such relief as
      can
      be given either at law or in equity.

     

    Section
      11.05 Acts
      of Certificateholders. 

     

    (a) Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Agreement to be given or taken by Certificateholders
      may
      be embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Certificateholders in person or by an agent duly appointed
      in writing. Except as herein otherwise expressly provided, such action shall
      become effective when such instrument or instruments are delivered to the
      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
      Trustee and the Depositor, if made in the manner provided in this Section
      11.05.

     

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

     

    (c) The
      ownership of Certificates (notwithstanding any notation of ownership or other
      writing on such Certificates, except an endorsement in accordance with Section
      5.02 made on a Certificate presented in accordance with Section 5.04) shall
      be
      proved by the Certificate Register, and neither the Trustee, the Depositor,
      the
      Master Servicer nor any successor to any such parties shall be affected by
      any
      notice to the contrary.

     

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

     

    (e) In
      determining whether the Holders of the requisite percentage of Certificates
      evidencing Fractional Undivided Interests have given any request, demand,
      authorization, direction, notice, consent or waiver hereunder, Certificates
      owned by the Trustee, the Depositor, the Master Servicer or any Affiliate
      thereof shall be disregarded, except as otherwise provided in Section 11.02(b)
      and except that, in determining whether the Trustee shall be protected in
      relying upon any such request, demand, authorization, direction, notice, consent
      or waiver, only Certificates which a Responsible Officer of the Trustee actually
      knows to be so owned shall be so disregarded. Certificates which have been
      pledged in good faith to the Trustee, the Depositor, the Master Servicer or
      any
      Affiliate thereof may be regarded as outstanding if the pledgor establishes
      to
      the satisfaction of the Trustee the pledgor’s right to act with respect to such
      Certificates and that the pledgor is not an Affiliate of the Trustee, the
      Depositor, or the Master Servicer, as the case may be.

     

    Section
      11.06 Governing
      Law. 

     

    THIS
      AGREEMENT AND THE CERTIFICATES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CONFLICT OF LAWS RULES (OTHER
      THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW, WHICH THE PARTIES HERETO
      EXPRESSLY RELY UPON IN THE CHOICE OF SUCH LAW AS THE GOVERNING LAW HEREUNDER)
      AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
      DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

    Section
      11.07 Notices. 

     

    All
      demands and notices hereunder shall be in writing and shall be deemed given
      when
      delivered at (including delivery by facsimile) or mailed by registered mail,
      return receipt requested, postage prepaid, or by recognized overnight courier,
      to (i) in the case of the Depositor, 383 Madison Avenue, New York, New York
      10179, Attention: Vice President-Servicing, telecopier number: (212) 272-5591,
      or to such other address as may hereafter be furnished to the other parties
      hereto in writing; (ii) in the case of the Trustee, at its Corporate Trust
      Office, or such other address as may hereafter be furnished to the other parties
      hereto in writing; (iii) in the case of the Seller, 2780 Lake Vista Drive,
      Lewisville, Texas 75067, Attention: President or General Counsel, facsimile
      number: (469) 759-4714, or to such other address as may hereafter be furnished
      to the other parties hereto in writing; (iv) in the case of the Master Servicer,
      2780 Lake Vista Drive, Lewisville, Texas 75067, Attention: Michelle Viner,
      facsimile number: (214) 626-4889, telecopier number: (214) 626-3287, or to
      such
      other address as may hereafter be furnished to the other parties hereto in
      writing, and (v) in the case of the Rating Agencies, Fitch, Inc., One State
      Street Plaza, New York, New York 10004, Attention ABS Monitoring Department,
      and
      Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., 55 Water
      Street, New York, New York 10041, or such other address as may be hereafter
      furnished to the Depositor, Trustee and Master Servicer in writing by Fitch
      or
      Standard & Poor’s. Any notice delivered to the Depositor, the Master
      Servicer or the Trustee under this Agreement shall be effective only upon
      receipt. Any notice required or permitted to be mailed to a Certificateholder,
      unless otherwise provided herein, shall be given by first-class mail, postage
      prepaid, at the address of such Certificateholder as shown in the Certificate
      Register. Any notice so mailed within the time prescribed in this Agreement
      shall be conclusively presumed to have been duly given when mailed, whether
      or
      not the Certificateholder receives such notice.

     

    Section
      11.08 Severability
      of Provisions. 

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severed from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the holders thereof.

     

    Section
      11.09 Successors
      and Assigns. 

     

    The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the respective successors and assigns of the parties hereto.

     

    Section
      11.10 Article
      and Section Headings. 

     

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

     

    Section
      11.11 Counterparts. 

     

    This
      Agreement may be executed in two or more counterparts each of which when so
      executed and delivered shall be an original but all of which together shall
      constitute one and the same instrument.

     

    Section
      11.12 Notice
      to Rating Agencies. 

     

    The
      article and section headings herein are for convenience of reference only,
      and
      shall not limited or otherwise affect the meaning hereof. The Trustee shall
      promptly provide notice to each Rating Agency with respect to each of the
      following of which a Responsible Officer of the Trustee has actual
      knowledge:

     

    1. Any
      material change or amendment to this Agreement or the Servicing
      Agreements;

     

    2. The
      occurrence of any Event of Default that has not been cured;

     

    3. The
      resignation or termination of the Master Servicer or the Trustee;

     

    4. The
      repurchase or substitution of Mortgage Loans;

     

    5. The
      final
      payment to Certificateholders; and

     

    6. Any
      change in the location of the In the event that this Agreement is terminated
      by
      reason of the payment or liquidation of all Mortgage Loans or the disposition
      of
      all property acquired with respect to all Mortgage Loans under Subsection
      10.01(a)(ii) above, the Master Servicer shall deliver to the Trustee for deposit
      in the Distribution Account all distributable amounts remaining in the Master
      Servicer Collection Account or the Distribution Account.

     

    


     


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

     

    
      	 	 	 	 	 	 	 	
              STRUCTURED
                ASSET MORTGAGE INVESTMENTS II INC., as Depositor

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	/s/
              Baron Silverstein
	 	 	 	 	 	 	 	
              Name:

            	
              Baron
                Silverstein

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              U.S.
                BANK NATIONAL ASSOCIATION, as Trustee

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	/s/
              Maryellen Hunter
	 	 	 	 	 	 	 	
              Name:

            	Maryellen
              Hunter
	 	 	 	 	 	 	 	
              Title:

            	
              Assistant
                Vice President

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              EMC
                MORTGAGE CORPORATION, as Master Servicer and Seller

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	/s/
              Mark Novachek
	 	 	 	 	 	 	 	
              Name:

            	Mark
              Novachek
	 	 	 	 	 	 	 	
              Title:

            	Assistant
              Secretary
	 	 	 	 	 	 	 	 	 


    

    


     

    


    Accepted
      and Agreed as to

    Sections
      2.01, 2.02, 2.03, 2.04 and 9.09(c)

     

    in
      its
      capacity as Seller

     

    EMC
      MORTGAGE CORPORATION

     

    


     

    
      	
              By:

            	/s/
              Dana Dillard
	
              Name:

            	Dana
              Dillard
	
              Title:

            	Senior
              Vice President


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


     

    On
      the
      30th day of April, 2007 before me, a notary public in and for said State,
      personally appeared ___________________, known to me to be a
      _______________________ 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]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF

            	
              )

            	 


    

    


     

    On
      the
      30th day of April, 2007 before me, a notary public in and for said State,
      personally appeared ____________, known to me to be a ____________ of U.S.
      Bank
      National Association, the entity that executed the within instrument, and also
      known to me to be the person who executed it on behalf of said entity, and
      acknowledged to me that such entity executed the within instrument.

     

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

     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    
      	
              STATE
                OF TEXAS

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF DALLAS

            	
              )

            	 


    

    


     

    On
      the
      30th day of April, 2007 before me, a notary public in and for said State,
      personally appeared _______________, known to me to be a __________________
      of
      EMC Mortgage Corporation, the corporation that executed the within instrument,
      and also known to me to be the person who executed it on behalf of said
      corporation, and acknowledged to me that such corporation executed the within
      instrument.

     

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

     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF TEXAS

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF DALLAS

            	
              )

            	 


    

    


     

    On
      the
      30th day of April, 2007 before me, a notary public in and for said State,
      personally appeared ____________, known to me to be ____________ of EMC Mortgage
      Corporation, the corporation that executed the within instrument, and also
      known
      to me to be the person who executed it on behalf of said corporation, and
      acknowledged to me that such corporation executed the within
      instrument.

     

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

     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]

     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    


    EXHIBIT
      A-1

     

    FORM
      OF CLASS A-[_] CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
      INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
      DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
      OF
      1986 (THE “CODE”).

     

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

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
      OR PAYMENT, AND ANY 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.

     

    


    
      	
              Certificate
                No.1

            	 	
              [Adjustable
                Pass-Through Rate][Pass-Through Rate: [___]%]

            
	 	 	 
	
              Class
                A-[_] Senior

            	 	 
	 	 	 
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              April
                1, 2007

            	 	
              Aggregate
                Initial [Current Principal][Notional] Amount of this Senior Certificate
                as
                of the Cut-off Date:

              $[_____________]

            
	 	 	 
	
              First
                Distribution Date:

              May
                25, 2007

            	 	
              Initial
                [Current Principal][Notional] Amount of this Senior Certificate as
                of the
                Cut-off Date: $[_____________]

            
	 	 	 
	
              Master
                Servicer:

              EMC
                Mortgage Corporation

            	 	
              CUSIP:
                [____________]

            
	 	 	 
	
              Assumed
                Final Distribution Date:

              [_________]

            	 	 


    

     

    PRIME
      MORTGAGE TRUST 2007-2

    MORTGAGE
      PASS-THROUGH CERTIFICATE

    SERIES
      2007-2

    


    
      	
              evidencing
                a fractional undivided interest in the distributions allocable to
                the
                Class A-[_] Certificates with respect to a portion of a Trust Fund
                consisting primarily of a pool of fixed rate mortgage loans secured
                by
                first liens on one-to-four family residential properties sold by
                STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

               

            


    

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Structured Asset Mortgage Investments
      II Inc., the Master Servicer or the Trustee referred to below or any of their
      affiliates or any other person. Neither this Certificate nor the underlying
      Mortgage Loans are guaranteed or insured by any governmental entity or by
      Structured Asset Mortgage Investments II Inc., the Master Servicer or the
      Trustee or any of their affiliates or any other person. None of Structured
      Asset
      Mortgage Investments II Inc., the Master Servicer or any of their affiliates
      will have any obligation with respect to any certificate or other obligation
      secured by or payable from payments on the Certificates.

     

    This
      certifies that Cede & Co. is the registered owner of the Fractional
      Undivided Interest evidenced hereby in the beneficial ownership interest of
      Certificates of the same Class as this Certificate in a portion of a trust
      (the
“Trust Fund”) primarily consisting of fixed rate mortgage loans secured by first
      liens on one- to four- family residential properties (collectively, the
“Mortgage Loans”) sold by Structured Asset Mortgage Investments II Inc. (“SAMI
      II”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and
      Master Funding LLC to SAMI II. EMC will act as master servicer of the Mortgage
      Loans (the “Master Servicer”, which term includes any successors thereto under
      the Agreement referred to below). The Trust Fund was created pursuant to the
      Pooling and Servicing Agreement dated as of the Cut-off Date specified above
      (the “Agreement”), among EMC Mortgage Corporation, as seller (the “Seller”) and
      master servicer, SAMI II, as depositor (the “Depositor”) and U.S. Bank National
      Association as trustee (the “Trustee”), a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      capitalized terms used herein shall have the meaning ascribed to them in the
      Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of its acceptance hereof assents and by which such
      Holder is bound.

     

    [Interest
      on this Certificate will accrue during the month prior to the month in which
      a
      Distribution Date (as hereinafter defined) occurs on the Current Principal
      Amount hereof at a per annum rate equal to the Pass-Through Rate set forth
      above
      and as further described in the Agreement. The Trustee will distribute on the
      25th day of each month, or, if such 25th day is not a Business Day, the
      immediately following Business Day (each, a “Distribution Date”), commencing on
      the First Distribution Date specified above, to the Person in whose name this
      Certificate is registered at the close of business on the last Business Day
      of
      the calendar month preceding the month of such Distribution Date, an amount
      equal to the product of the Fractional Undivided Interest evidenced by this
      Certificate and the amount (of interest and principal, if any) required to
      be
      distributed to the Holders of Certificates of the same Class as this
      Certificate. The Assumed Final Distribution Date is the Distribution Date in
      the
      month immediately following the month of the latest scheduled maturity date
      of
      any Mortgage Loan and is not likely to be the date on which the Current
      Principal Amount of this Class of Certificates will be reduced to
      zero.]

     

    [Interest
      on this Certificate will accrue from and including the 25th day 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 on the [Current Principal][Notional] Amount hereof
      at a
      per annum rate equal to the Pass-Through Rate set forth above and as further
      described in the Agreement. The Trustee will distribute on the 25th day of
      each
      month, or, if such 25th day is not a Business Day, the immediately following
      Business Day (each, a “Distribution Date”), commencing on the First Distribution
      Date specified above, to the Person in whose name this Certificate is registered
      at the close of business on the Business Day immediately preceding such
      Distribution Date, an amount equal to the product of the Fractional Undivided
      Interest evidenced by this Certificate and the amount (of interest [and
      principal], if any) required to be distributed to the Holders of Certificates
      of
      the same Class as this Certificate. The Assumed Final Distribution Date is
      the
      Distribution Date in the month immediately following the month of the latest
      scheduled maturity date of any Mortgage Loan and is not likely to be the date
      on
      which the [Current Principal][Notional] Amount of this Class of Certificates
      will be reduced to zero. [The Class A-[_] Certificates have no Current Principal
      Amount.]]

     

    Distributions
      on this Certificate will be made by the Trustee by check mailed to the address
      of the Person entitled thereto as such name and address shall appear on the
      Certificate Register or, if such Person so requests by notifying the Trustee
      in
      writing as specified in the Agreement by wire transfer. Notwithstanding the
      above, the final distribution on this Certificate will be made after due notice
      by the Trustee of the pendency of such distribution and only upon presentation
      and surrender of this Certificate at the office or agency appointed by the
      Trustee for that purpose and designated in such notice. The Initial [Current
      Principal][Notional] Amount of this 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
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”). The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee is
      not
      liable to the Certificateholders for any amount payable under this Certificate
      or the Agreement or, except as expressly provided in the Agreement, subject
      to
      any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Trustee.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer and the Trustee and the rights of the Certificateholders under
      the Agreement from time to time by the parties thereto with the consent of
      the
      Holders of Certificates, and with the consent of the Insurer with respect to
      amendments related to the Mortgage Pass-Through Certificates, evidencing
      Fractional Undivided Interests aggregating not less than 51% of the portion
      of
      the Trust Fund related to such Certificates (or in certain cases, Holders of
      Certificates of affected Classes evidencing such percentage of the Fractional
      Undivided Interests thereof). Any such consent by the Holder of this Certificate
      shall be conclusive and binding on such Holder and upon all future Holders
      of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

     

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

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Fractional Undivided Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Trustee may require payment of a sum sufficient to cover
      any tax or other governmental charge payable in connection therewith. The
      Depositor, the Master Servicer, the Trustee and any agent of any of them may
      treat the Person in whose name this Certificate is registered as the owner
      hereof for all purposes, and none of the Depositor, the Master Servicer, the
      Trustee or any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to Certificateholders with respect to
      the
      termination of the Agreement) shall terminate upon the earlier of (i) the later
      of the (A) final payment or other liquidation (or Advance with respect thereto)
      of the last Mortgage Loan remaining in the Trust Fund and (B) disposition of
      all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and the remittance of all funds due under the Agreement, or (ii)
      the optional repurchase by the party named in the Agreement of all the Mortgage
      Loans and other assets of the Trust Fund in accordance with the terms of the
      Agreement. Such optional repurchase may be made only on or after the
      Distribution Date on which the aggregate unpaid principal balance of the
      Mortgage Loans is less than the percentage of the aggregate Outstanding
      Principal Balance specified in the Agreement of the Mortgage Loans at the
      Cut-off Date. The exercise of such right will effect the early retirement of
      the
      Certificates. In no event, however, will the Trust Fund created by the Agreement
      continue beyond the earlier of (i) the “latest possible maturity date” specified
      in Section 5.01(d) of the Agreement or (ii) the expiration of 21 years after
      the
      death of certain persons identified in the Agreement.

     

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



    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    


    
      	
              Dated:
                April 30, 2007

            	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	 	 	 	
              Not
                in its individual capacity but solely as Trustee

            
	 	 	 	 
	 	 	 	 
	 	 	 	
              By:

            	 
	 	 	 	
              Authorized
                Signatory

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Class A-[_] Certificates referred to in the within-mentioned
      Agreement.

    


    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	
              Authorized
                signatory of U.S. Bank National Association, not in its individual
                capacity but solely as Trustee

            
	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Fractional Undivided Interest evidenced
      by the within Mortgage Pass-Through Certificate and hereby authorizes the
      transfer of registration of such interest to assignee on the Certificate
      Register of the Trust Fund.

     

    I
      (We)
      further direct the Certificate Registrar to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

     

    
      	 
	 
	 
	 


    

     

     

    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


    


    


    DISTRIBUTION
      INSTRUCTIONS

     

    
      	
              The
                assignee should include the following for purposes of
                distribution:

            	 
	 	 
	
              Distributions
                shall be made, by wire transfer or otherwise, in immediately available
                funds

            	 
	
              to
                _________________________________________________________________________________________________________________________

            	
              ,

            
	
              for
                the account of
                _____________________________________________________________________________________________________________

            	
              ,

            
	
              account
                number _______________, or, if mailed by check, to
                ____________________________________________________________________________

            	
              ,

            
	
              Applicable
                statements should be mailed to
                ___________________________________________________________________________________________

            	
              ,

            
	
              ____________________________________________________________________________________________________________________________

            	
              .

            
	 	 
	
                   This
                information is provided by
                ____________________________________________________________________________________________

            	
              ,

            
	
              the
                assignee named above, or
                ____________________________________________________________________________________________________

            	
              ,

            
	
              as
                its agent.

            	 


    

    
 

     

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    



    EXHIBIT
      A-2

    


    FORM
      OF CLASS B-[_] CERTIFICATE

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES,
      [AND
      THE CLASS B-[_] CERTIFICATES], AS DESCRIBED IN THE AGREEMENT (AS DEFINED
      BELOW).

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
      INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
      DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
      OF
      1986 (THE “CODE”).

     

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

     

    [UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
      OR PAYMENT, AND ANY 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.]

     

    [For
      the Class B-1, Class B-2 and Class B-3 Certificates] [EACH BENEFICIAL OWNER
      OF
      THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE DEEMED TO HAVE REPRESENTED,
      BY
      VIRTUE OF ITS ACQUISITION OR HOLDING OF THIS CERTIFICATE OR INTEREST HEREIN,
      THAT EITHER (I) IT IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED OR SECTION 4975 OF THE
      INTERNAL REVENUE CODE OF 1986, AS AMENDED (“PLAN”), OR INVESTING WITH ASSETS OF
      A PLAN OR (II) IT HAS ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE
      ON
      PROHIBITED TRANSACTION EXEMPTION 90-30, AS AMENDED FROM TIME TO TIME
      (“EXEMPTION”), AND THAT IT UNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE
      AVAILABILITY OF THE EXEMPTION, INCLUDING THAT THE CERTIFICATE MUST BE RATED,
      AT
      THE TIME OF PURCHASE, NOT LOWER THAN “BBB-“ (OR ITS EQUIVALENT) BY STANDARD
& POOR’S, FITCH, INC., DOMINION BOND RATING SERVICE, INC. (KNOWN AS DBRS,
      INC.), DOMINION BOND RATING SERVICE LIMITED (KNOWN AS DBRS LIMITED) OR MOODY’S
      INVESTORS SERVICE, INC., AND THE CERTIFICATE IS SO RATED OR (III) (1) IT IS
      AN
      INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLD THE
      CERTIFICATE OR INTEREST HEREIN IS AN “INSURANCE COMPANY GENERAL ACCOUNT”, AS
      SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60,
      AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
      SATISFIED.]

     

    [THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE
      HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
      MAY
      BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
      THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE
      144A
      UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY
      BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
      (A
“QIB”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A
      QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE,
      PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT
      TO
      AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT
      (IF
      AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR”
WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION
      D
      UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH
      PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
      SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE
      FORM
      PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER
      EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
      IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH
      CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES
      AND
      ANY OTHER APPLICABLE JURISDICTION.]

     

    [For
      the Class B-4, Class B-5 and Class B-6 Certificates] [THIS CERTIFICATE MAY
      NOT
      BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT
      PLAN
      OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE
      INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE TRANSFEREE CERTIFIES
      OR
      REPRESENTS THAT THE PROPOSED TRANSFER AND HOLDING OF A CERTIFICATE AND THE
      SERVICING, MANAGEMENT AND OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT
      RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL
      OR
      CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO,
      PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1,
      PTCE 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL
      OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE TRUSTEE,
      WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR
      A
      GLOBAL CERTIFICATE OR UNLESS THE OPINION SPECIFIED IN SECTION 5.07 OF THE
      AGREEMENT IS PROVIDED.] 


    


    
      	
              Certificate
                No.1

            	 	
              Variable
                Pass-Through Rate

            
	 	 	 
	
              Class
                B-[_]
                Subordinate

            	 	 
	 	 	 
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date: April 1,
                2007

            	 	
              Aggregate
                Initial Current Principal Amount of this Subordinate Certificate
                as of the
                Cut-off Date: $[_________]

            
	 	 	 
	
              First
                Distribution Date:

              May
                25, 2007

            	 	
              Initial
                Current Principal Amount of this Subordinate Certificate as of the
                Cut-off
                Date: $[_________]

            
	 	 	 
	
              Master
                Servicer:

              EMC
                Mortgage Corporation

            	 	
              CUSIP:
                [____________]

            
	 	 	 
	
              Assumed
                Final Distribution Date:

              [____________]

            	 	
               

            


    

     

    PRIME
      MORTGAGE TRUST 2007-2

    MORTGAGE
      PASS-THROUGH CERTIFICATE

    SERIES
      2007-2

    


    
      	
              evidencing
                a fractional undivided interest in the distributions allocable to
                the
                Class B-[_] Certificates with respect to a portion of a Trust Fund
                consisting primarily of a pool of fixed rate mortgage loans secured
                by
                first liens on one-to-four family residential properties sold by
                STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

               

            


    

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Structured Asset Mortgage Investments
      II Inc., the Master Servicer or the Trustee referred to below or any of their
      affiliates or any other person. Neither this Certificate nor the underlying
      Mortgage Loans are guaranteed or insured by any governmental entity or by
      Structured Asset Mortgage Investments II Inc., the Master Servicer or the
      Trustee or any of their affiliates or any other person. None of Structured
      Asset
      Mortgage Investments II Inc., the Master Servicer or any of their affiliates
      will have any obligation with respect to any certificate or other obligation
      secured by or payable from payments on the Certificates.

     

    This
      certifies that [_______] is the registered owner of the Fractional Undivided
      Interest evidenced hereby in the beneficial ownership interest of Certificates
      of the same Class as this Certificate in a portion of a trust (the “Trust Fund”)
      primarily consisting of fixed rate mortgage loans secured by first liens on
      one-
      to four- family residential properties (collectively, the “Mortgage Loans”) sold
      by Structured Asset Mortgage Investments II Inc. (“SAMI II”). The Mortgage Loans
      were sold by EMC Mortgage Corporation (“EMC”) and Master Funding LLC to SAMI II.
      EMC will act as master servicer of the Mortgage Loans (the “Master Servicer”,
      which term includes any successors thereto under the Agreement referred to
      below). The Trust Fund was created pursuant to the Pooling and Servicing
      Agreement dated as of the Cut-off Date specified above (the “Agreement”), among
      EMC as seller (the “Seller”) and master servicer, SAMI II, as depositor (the
“Depositor”) and U.S. Bank National Association as trustee (the “Trustee”), a
      summary of certain of the pertinent provisions of which is set forth hereafter.
      To the extent not defined herein, capitalized terms used herein shall have
      the
      meaning ascribed to them in the Agreement. This Certificate is issued under
      and
      is subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Certificate by virtue of its acceptance hereof
      assents and by which such Holder is bound.

     

    Interest
      on this Certificate will accrue during the month prior to the month in which
      a
      Distribution Date (as hereinafter defined) occurs on the Current Principal
      Amount hereof at a per annum rate equal to the Pass-Through Rate set forth
      above
      and as further described in the Agreement. The Trustee will distribute on the
      25th day of each month, or, if such 25th day is not a Business Day, the
      immediately following Business Day (each, a “Distribution Date”), commencing on
      the First Distribution Date specified above, to the Person in whose name this
      Certificate is registered at the close of business on the last Business Day
      of
      the calendar month preceding the month of such Distribution Date, an amount
      equal to the product of the Fractional Undivided Interest evidenced by this
      Certificate and the amount (of interest and principal, if any) required to
      be
      distributed to the Holders of Certificates of the same Class as this
      Certificate. The Assumed Final Distribution Date is the Distribution Date in
      the
      month immediately following the month of the latest scheduled maturity date
      of
      any Mortgage Loan and is not likely to be the date on which the Current
      Principal Amount of this Class of Certificates will be reduced to
      zero.

     

    Distributions
      on this Certificate will be made by the Trustee by check mailed to the address
      of the Person entitled thereto as such name and address shall appear on the
      Certificate Register or, if such Person so requests by notifying the Trustee
      in
      writing as specified in the Agreement by wire transfer. Notwithstanding the
      above, the final distribution on this Certificate will be made after due notice
      by the Trustee of the pendency of such distribution and only upon presentation
      and surrender of this Certificate at the office or agency appointed by the
      Trustee for that purpose and designated in such notice. The Initial Current
      Principal Amount of this 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.

     

    [No
      transfer of this Class B-[_] Certificate will be made unless such transfer
      is
      (i) exempt from the registration requirements of the Securities act of 1933,
      as
      amended, and any applicable state securities laws or is made in accordance
      with
      said Act and laws and (ii) made in accordance with Section 5.02 of the
      Agreement. In the event that such transfer is to be made the Trustee shall
      register such transfer if, (i) made to a transferee who has provided the Trustee
      with evidence as to its QIB status; or (ii) (A) the transferor has advised
      the
      Trustee in writing that the Certificate is being transferred to an Institutional
      Accredited Investor and (B) prior to such transfer the transferee furnishes
      to
      the Trustee an Investment Letter; provided that if based upon an Opinion of
      Counsel to the effect that (A) and (B) above are met sufficient to confirm
      that
      such transfer is being made pursuant to an exemption from, or in a transaction
      not subject to, the registration requirements of the Securities Act and other
      applicable laws.]

     

    [For
      the
      Class B-1, Class B-2 and Class B-3 Certificates] [Each beneficial owner of
      this
      Certificate or any interest herein shall be deemed to have represented, by
      virtue of its acquisition or holding of this certificate or interest herein,
      that either (i) it is not an employee benefit plan subject to the Employee
      Retirement Income Security Act of 1974, as amended or section 4975 of the
      Internal Revenue Code of 1986, as amended (“Plan”), or investing with assets of
      a Plan or (ii) it has acquired and is holding such certificate in reliance
      on
      Prohibited Transaction Exemption 90-30, as amended from time to time
      (“Exemption”), and that it understands that there are certain conditions to the
      availability of the Exemption, including that the certificate must be rated,
      at
      the time of purchase, not lower than “BBB-“ (or its equivalent) by Standard
& Poor’s, Fitch, Inc., Dominion Bond Rating Service, Inc. (known as DBRS,
      Inc.), Dominion Bond Rating Service Limited (known as DBRS Limited) or Moody’s
      Investors Service, Inc., and the certificate is so rated or (iii) (1) it is
      an
      insurance company, (2) the source of funds used to acquire or hold the
      certificate or interest therein is an “insurance company general account”, as
      such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60,
      and (3) the conditions in Sections I and III of PTCE 95-60 have been
      satisfied.]

     

    [For
      the
      Class B-4, Class B-5 and Class B-6 Certificates] [This Certificate may not
      be
      acquired directly or indirectly by, or on behalf of, an employee benefit plan
      or
      other retirement arrangement which is subject to Title I of the Employee
      Retirement Income Security Act of 1974, as amended, or Section 4975 of the
      Internal Revenue Code of 1986, as amended, unless the transferee certifies
      or
      represents that the proposed transfer and holding of a Certificate and the
      servicing, management and operation of the trust and its assets: (i) will not
      result in any prohibited transaction which is not covered under an individual
      or
      class prohibited transaction exemption, including, but not limited to,
      Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1,
      PTCE 95-60 or PTCE 96-23 and (ii) will not give rise to any additional
      obligations on the part of the Depositor, the Master Servicer or the Trustee,
      which will be deemed represented by an owner of a Book-Entry Certificate or
      a
      Global Certificate or unless the opinion specified in section 5.07 of the
      Agreement is provided.]

     

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

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee is
      not
      liable to the Certificateholders for any amount payable under this Certificate
      or the Agreement or, except as expressly provided in the Agreement, subject
      to
      any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Trustee.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer and the Trustee and the rights of the Certificateholders under
      the Agreement from time to time by the parties thereto with the consent of
      the
      Holders of Certificates, and with the consent of the Insurer with respect to
      amendments related to the Mortgage Pass-Through Certificates, evidencing
      Fractional Undivided Interests aggregating not less than 51% of the portion
      of
      the Trust Fund related to such Certificates (or in certain cases, Holders of
      Certificates of affected Classes evidencing such percentage of the Fractional
      Undivided Interests thereof). Any such consent by the Holder of this Certificate
      shall be conclusive and binding on such Holder and upon all future Holders
      of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

     

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

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Fractional Undivided Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Trustee may require payment of a sum sufficient to cover
      any tax or other governmental charge payable in connection therewith. The
      Depositor, the Master Servicer, the Trustee and any agent of any of them may
      treat the Person in whose name this Certificate is registered as the owner
      hereof for all purposes, and none of the Depositor, the Master Servicer, the
      Trustee or any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to Certificateholders with respect to
      the
      termination of the Agreement) shall terminate upon the earlier of (i) the later
      of the (A) final payment or other liquidation (or Advance with respect thereto)
      of the last Mortgage Loan remaining in the Trust Fund and (B) disposition of
      all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and the remittance of all funds due under the Agreement, or (ii)
      the optional repurchase by the party named in the Agreement of all the Mortgage
      Loans and other assets of the Trust Fund in accordance with the terms of the
      Agreement. Such optional repurchase may be made only on or after the
      Distribution Date on which the aggregate unpaid principal balance of the
      Mortgage Loans is less than the percentage of the aggregate Outstanding
      Principal Balance specified in the Agreement of the Mortgage Loans at the
      Cut-off Date. The exercise of such right will effect the early retirement of
      the
      Certificates. In no event, however, will the Trust Fund created by the Agreement
      continue beyond the earlier of (i) the “latest possible maturity date” specified
      in Section 5.01(d) of the Agreement or (ii) the expiration of 21 years after
      the
      death of certain persons identified in the Agreement.

     

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



    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    


    
      	
              Dated:
                April 30, 2007

            	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	 	 	 	
              Not
                in its individual capacity but solely as Trustee

            
	 	 	 	 
	 	 	 	 
	 	 	 	
              By:

            	 
	 	 	 	
              Authorized
                Signatory

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Class B-[_] Certificates referred to in the within-mentioned
      Agreement.

    


    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	
              Authorized
                signatory of U.S. Bank National Association, not in its individual
                capacity but solely as Trustee

            
	 
	
              By:

            	 
	
              Authorized
                Signatory

            


    

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Fractional Undivided Interest evidenced
      by the within Mortgage Pass-Through Certificate and hereby authorizes the
      transfer of registration of such interest to assignee on the Certificate
      Register of the Trust Fund.

     

    I
      (We)
      further direct the Certificate Registrar to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

     

    
      
        	 
	 
	 
	 


      

       

       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      
 

    

    DISTRIBUTION
      INSTRUCTIONS

    
       

      
        	
                The
                  assignee should include the following for purposes of
                  distribution:

              	 
	 	 
	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  funds

              	 
	
                to
                  _________________________________________________________________________________________________________________________

              	
                ,

              
	
                for
                  the account of
                  _____________________________________________________________________________________________________________

              	
                ,

              
	
                account
                  number _______________, or, if mailed by check, to
                  ____________________________________________________________________________

              	
                ,

              
	
                Applicable
                  statements should be mailed to
                  ___________________________________________________________________________________________

              	
                ,

              
	
                ____________________________________________________________________________________________________________________________

              	
                .

              
	 	 
	
                     This
                  information is provided by
                  ____________________________________________________________________________________________

              	
                ,

              
	
                the
                  assignee named above, or
                  ____________________________________________________________________________________________________

              	
                ,

              
	
                as
                  its agent.

              	 


      

      
 

    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      A-3

     

    FORM
      OF CLASS PO CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
      INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
      DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
      OF
      1986 (THE “CODE”).

     

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

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
      OR PAYMENT, AND ANY 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.

    
 

    
      	
              Certificate
                No.1

            	 	
              Pass-Through
                Rate: 0.000%

            
	 	 	 
	
              Class
                PO Senior

            	 	 
	 	 	 
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              April
                1, 2007

            	 	
              Aggregate
                Initial Current Principal Amount of this Senior Certificate as of
                the
                Cut-off Date:

              $[_____________]

            
	 	 	 
	
              First
                Distribution Date:

              May
                25, 2007

            	 	
              Initial
                Current Principal Amount of this Senior Certificate as of the Cut-off
                Date: $[_____________]

            
	 	 	 
	
              Master
                Servicer:

              EMC
                Mortgage Corporation

            	 	
              CUSIP:
                [____________]

            
	 	 	 
	
              Assumed
                Final Distribution Date:

              [____________]

            	 	 


    

     

    PRIME
      MORTGAGE TRUST 2007-2

    MORTGAGE
      PASS-THROUGH CERTIFICATE

    SERIES
      2007-2

    


    
      	
              evidencing
                a fractional undivided interest in the distributions allocable to
                the
                Class PO Certificates with respect to a portion of a Trust Fund consisting
                primarily of a pool of fixed rate mortgage loans secured by first
                liens on
                one-to-four family residential properties sold by STRUCTURED ASSET
                MORTGAGE INVESTMENTS II INC.

               

            


    

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Structured Asset Mortgage Investments
      II Inc., the Master Servicer or the Trustee referred to below or any of their
      affiliates or any other person. Neither this Certificate nor the underlying
      Mortgage Loans are guaranteed or insured by any governmental entity or by
      Structured Asset Mortgage Investments II Inc., the Master Servicer or the
      Trustee or any of their affiliates or any other person. None of Structured
      Asset
      Mortgage Investments II Inc., the Master Servicer or any of their affiliates
      will have any obligation with respect to any certificate or other obligation
      secured by or payable from payments on the Certificates.

     

    This
      certifies that Cede & Co. is the registered owner of the Fractional
      Undivided Interest evidenced hereby in the beneficial ownership interest of
      Certificates of the same Class as this Certificate in a portion of a trust
      (the
“Trust Fund”) primarily consisting of fixed rate mortgage loans secured by first
      liens on one- to four- family residential properties (collectively, the
“Mortgage Loans”) sold by Structured Asset Mortgage Investments II Inc. (“SAMI
      II”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and
      Master Funding LLC to SAMI II. EMC will act as master servicer of the Mortgage
      Loans (the “Master Servicer”, which term includes any successors thereto under
      the Agreement referred to below). The Trust Fund was created pursuant to the
      Pooling and Servicing Agreement dated as of the Cut-off Date specified above
      (the “Agreement”), among EMC Mortgage Corporation, as seller (the “Seller”) and
      master servicer, SAMI II, as depositor (the “Depositor”) and U.S. Bank National
      Association as trustee (the “Trustee”), a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      capitalized terms used herein shall have the meaning ascribed to them in the
      Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of its acceptance hereof assents and by which such
      Holder is bound.

     

    The
      Trustee will distribute on the 25th day of each month, or, if such 25th day
      is
      not a Business Day, the immediately following Business Day (each, a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered at the close of
      business on the last Business Day of the calendar month preceding the month
      of
      such Distribution Date, an amount equal to the product of the Fractional
      Undivided Interest evidenced by this Certificate and the amount of principal
      required to be distributed to the Holders of Certificates of the same Class
      as
      this Certificate. The Assumed Final Distribution Date is the Distribution Date
      in the month immediately following the month of the latest scheduled maturity
      date of any Mortgage Loan and is not likely to be the date on which the Current
      Principal Amount of this Class of Certificates will be reduced to
      zero.

     

    Distributions
      on this Certificate will be made by the Trustee by check mailed to the address
      of the Person entitled thereto as such name and address shall appear on the
      Certificate Register or, if such Person so requests by notifying the Trustee
      in
      writing as specified in the Agreement by wire transfer. Notwithstanding the
      above, the final distribution on this Certificate will be made after due notice
      by the Trustee of the pendency of such distribution and only upon presentation
      and surrender of this Certificate at the office or agency appointed by the
      Trustee for that purpose and designated in such notice. The Initial Current
      Principal Amount of this 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
      Certificate is one of a duly authorized issue of Certificates designated as
      set
      forth on the face hereof (the “Certificates”). The Certificates, in the
      aggregate, evidence the entire beneficial ownership interest in the Trust Fund
      formed pursuant to the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee is
      not
      liable to the Certificateholders for any amount payable under this Certificate
      or the Agreement or, except as expressly provided in the Agreement, subject
      to
      any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Trustee.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer and the Trustee and the rights of the Certificateholders under
      the Agreement from time to time by the parties thereto with the consent of
      the
      Holders of Certificates, and with the consent of the Insurer with respect to
      amendments related to the Mortgage Pass-Through Certificates, evidencing
      Fractional Undivided Interests aggregating not less than 51% of the portion
      of
      the Trust Fund related to such Certificates (or in certain cases, Holders of
      Certificates of affected Classes evidencing such percentage of the Fractional
      Undivided Interests thereof). Any such consent by the Holder of this Certificate
      shall be conclusive and binding on such Holder and upon all future Holders
      of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

     

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

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Fractional Undivided Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Trustee may require payment of a sum sufficient to cover
      any tax or other governmental charge payable in connection therewith. The
      Depositor, the Master Servicer, the Trustee and any agent of any of them may
      treat the Person in whose name this Certificate is registered as the owner
      hereof for all purposes, and none of the Depositor, the Master Servicer, the
      Trustee or any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to Certificateholders with respect to
      the
      termination of the Agreement) shall terminate upon the earlier of (i) the later
      of the (A) final payment or other liquidation (or Advance with respect thereto)
      of the last Mortgage Loan remaining in the Trust Fund and (B) disposition of
      all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and the remittance of all funds due under the Agreement, or (ii)
      the optional repurchase by the party named in the Agreement of all the Mortgage
      Loans and other assets of the Trust Fund in accordance with the terms of the
      Agreement. Such optional repurchase may be made only on or after the
      Distribution Date on which the aggregate unpaid principal balance of the
      Mortgage Loans is less than the percentage of the aggregate Outstanding
      Principal Balance specified in the Agreement of the Mortgage Loans at the
      Cut-off Date. The exercise of such right will effect the early retirement of
      the
      Certificates. In no event, however, will the Trust Fund created by the Agreement
      continue beyond the earlier of (i) the “latest possible maturity date” specified
      in Section 5.01(d) of the Agreement or (ii) the expiration of 21 years after
      the
      death of certain persons identified in the Agreement.

     

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



    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    
      	
              Dated:
                April 30, 2007

            	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	 	 	 	
              Not
                in its individual capacity but solely as Trustee

            
	 	 	 	 
	 	 	 	 
	 	 	 	
              By:

            	 
	 	 	 	
              Authorized
                Signatory

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Class PO Certificates referred to in the within-mentioned
      Agreement.

    


    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	
              Authorized
                signatory of U.S. Bank National Association, not in its individual
                capacity but solely as Trustee

            
	 
	
              By:

            	 
	
              Authorized
                Signatory

            


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Fractional Undivided Interest evidenced
      by the within Mortgage Pass-Through Certificate and hereby authorizes the
      transfer of registration of such interest to assignee on the Certificate
      Register of the Trust Fund.

     

    I
      (We)
      further direct the Certificate Registrar to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

     

    
      


      
        	 
	 
	 
	 


      

       

       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


    

    


    DISTRIBUTION
      INSTRUCTIONS

     

    
       

      
        	
                The
                  assignee should include the following for purposes of
                  distribution:

              	 
	 	 
	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  funds

              	 
	
                to
                  _________________________________________________________________________________________________________________________

              	
                ,

              
	
                for
                  the account of
                  _____________________________________________________________________________________________________________

              	
                ,

              
	
                account
                  number _______________, or, if mailed by check, to
                  ____________________________________________________________________________

              	
                ,

              
	
                Applicable
                  statements should be mailed to
                  ___________________________________________________________________________________________

              	
                ,

              
	
                ____________________________________________________________________________________________________________________________

              	
                .

              
	 	 
	
                     This
                  information is provided by
                  ____________________________________________________________________________________________

              	
                ,

              
	
                the
                  assignee named above, or
                  ____________________________________________________________________________________________________

              	
                ,

              
	
                as
                  its agent.

              	 


      

      

 

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    
 

    EXHIBIT
      A-4

    


    FORM
      OF CLASS [R] CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON,
      A
      PUBLICLY TRADED PARTNERSHIP OR A DISQUALIFIED ORGANIZATION (AS DEFINED
      BELOW).

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “RESIDUAL
      INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE
      DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
      OF
      1986 (THE “CODE”).

     

    THIS
      CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF,
      AN
      EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE
      I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR
      SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
      PROPOSED TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL ADDRESSED
      TO
      THE TRUSTEE, DEPOSITOR AND MASTER SERVICER AND ON WHICH THEY MAY RELY THAT
      IS
      SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF CERTIFICATES ON BEHALF OF
      SUCH
      PERSON WILL NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION,
      IS
      PERMISSIBLE UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY ADDITIONAL
      OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER OR THE
      TRUSTEE.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE TRUSTEE THAT (1)
      SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
      THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY
      OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION
      IF
      ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR THE FREDDIE MAC, A
      MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT),
      (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
      INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN
      CERTAIN FARMERS’ COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS
      EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION
      IS
      SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED
      BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL
      ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE
      CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY
      SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING
      HEREIN REFERRED TO AS A “DISQUALIFIED ORGANIZATION”), OR (F) AN AGENT OF A
      DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
      ASSESSMENT OR COLLECTION OF TAX, (3) SUCH TRANSFEREE SATISFIES CERTAIN
      ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
      TRANSFEREE AND (4) SUCH TRANSFEREE IS A UNITED STATES PERSON. NOTWITHSTANDING
      THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER
      DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT
      OF A
      DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON, SUCH REGISTRATION
      SHALL
      BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
      NOT
      BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT
      NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
      OF
      THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
      CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.

    
 

    


    
      	
              Certificate
                No.1

            	 	
              Pass-Through
                Rate: _____%

            
	 	 	 
	
              Class
                [R]

            	 	 
	 	 	 
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date: April 1,
                2007

            	 	
              Aggregate
                Initial Current Principal Amount of this Certificate as of the Cut-off
                Date:

              $___________

            
	 	 	 
	
              First
                Distribution Date:

              May
                25, 2007

            	 	
              Initial
                Current Principal Amount of this Certificate as of the Cut-off Date:
                $_________

            
	 	 	 
	
              Master
                Servicer:

              EMC
                Mortgage Corporation

            	 	
              CUSIP:
                [_____________]

            
	 	 	 
	
              Assumed
                Final Distribution Date:

              [____________]

            	 	 


    

     

    PRIME
      MORTGAGE TRUST 2007-2

    MORTGAGE
      PASS-THROUGH CERTIFICATE

    SERIES
      2007-2

    


    
      	
              evidencing
                a fractional undivided interest in the distributions allocable to
                the
                Class [R] Certificates with respect to a portion of a Trust Fund
                (as
                defined below) consisting primarily of a pool of fixed rate mortgage
                loans
                secured by first liens on one-to-four family residential properties
                sold
                by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

               

            


    

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Structured Asset Mortgage Investments
      II Inc., the Master Servicer or the Trustee referred to below or any of their
      affiliates or any other person. Neither this Certificate nor the underlying
      Mortgage Loans are guaranteed or insured by any governmental entity or by
      Structured Asset Mortgage Investments II Inc., the Master Servicer or the
      Trustee or any of their affiliates or any other person. None of Structured
      Asset
      Mortgage Investments II Inc., the Master Servicer or any of their affiliates
      will have any obligation with respect to any certificate or other obligation
      secured by or payable from payments on the Certificates.

     

    This
      certifies that Bear, Stearns Securities Corp. is the registered owner of the
      Fractional Undivided Interest evidenced hereby in the beneficial ownership
      interest of Certificates of the same Class as this Certificate in a portion
      of a
      trust (the “Trust Fund”) primarily consisting of fixed rate mortgage loans
      secured by first liens on one- to four- family residential properties
      (collectively, the “Mortgage Loans”) sold by Structured Asset Mortgage
      Investments II Inc. (“SAMI II”). The Mortgage Loans were sold by EMC Mortgage
      Corporation (“EMC”) and Master Funding LLC to SAMI II. EMC will act as master
      servicer of the Mortgage Loans (the “Master Servicer”, which term includes any
      successors thereto under the Agreement referred to below). The Trust Fund was
      created pursuant to the Pooling and Servicing Agreement dated as of the Cut-off
      Date specified above (the “Agreement’), among SAMI II, as depositor (the
“Depositor”), EMC, as seller and master servicer and U.S. Bank National
      Association, as trustee (the “Trustee”), a summary of certain of the pertinent
      provisions of which is set forth hereafter. To the extent not defined herein,
      capitalized terms used herein shall have the meaning ascribed to them in the
      Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of its acceptance hereof assents and by which such
      Holder is bound.

     

    Interest
      on this Certificate will accrue during the month prior to the month in which
      a
      Distribution Date (as hereinafter defined) occurs on the Current Principal
      Amount hereof at a per annum rate equal to the Pass-Through Rate set forth
      above
      and as further described in the Agreement. The Trustee will distribute on the
      25th day of each month, or, if such 25th day is not a Business Day, the
      immediately following Business Day (each, a “Distribution Date”), commencing on
      the First Distribution Date specified above, to the Person in whose name this
      Certificate is registered at the close of business on the last Business Day
      of
      the calendar month preceding the month of such Distribution Date, an amount
      equal to the product of the Fractional Undivided Interest evidenced by this
      Certificate and the amount (of interest and principal, if any) required to
      be
      distributed to the Holders of Certificates of the same Class as this
      Certificate. The Assumed Final Distribution Date is the Distribution Date in
      the
      month immediately following the month of the latest scheduled maturity date
      of
      any Mortgage Loan and is not likely to be the date on which the Current
      Principal Amount of this Class of Certificates will be reduced to
      zero.

     

    Distributions
      on this Certificate will be made by the Trustee by check mailed to the address
      of the Person entitled thereto as such name and address shall appear on the
      Certificate Register or, if such Person so requests by notifying the Trustee
      in
      writing as specified in the Agreement by wire transfer. Notwithstanding the
      above, the final distribution on this Certificate will be made after due notice
      by the Trustee of the pendency of such distribution and only upon presentation
      and surrender of this Certificate at the office or agency appointed by the
      Trustee for that purpose and designated in such notice. The Initial Current
      Principal Amount of this 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.

     

    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions set forth in the Agreement to the effect that (i) each person
      holding or acquiring any Ownership Interest in this Certificate must be a United
      States Person and a Permitted Transferee, (ii) the transfer of any Ownership
      Interest in this Certificate will be conditioned upon the delivery to SAMI
      II
      and the Trustee of, among other things, an affidavit to the effect that it
      is a
      United States Person and Permitted Transferee, (iii) any attempted or purported
      transfer of any Ownership Interest in this Certificate in violation of such
      restrictions will be absolutely null and void and will vest no rights in the
      purported transferee, and (iv) if any person other than a United States Person
      and a Permitted Transferee acquires any Ownership Interest in this Certificate
      in violation of such restrictions, then the Depositor will have the right,
      in
      its sole discretion and without notice to the Holder of this Certificate, to
      sell this Certificate to a purchaser selected by the Depositor, which purchaser
      may be the Depositor, or any affiliate of the Depositor, on such terms and
      conditions as the Depositor may choose.

     

    This
      certificate may not be acquired directly or indirectly by, or on behalf of,
      an
      employee benefit plan or other retirement arrangement which is subject to title
      I of the Employee Retirement Income Security Act of 1974, as amended, and/or
      section 4975 of the Internal Revenue Code of 1986, as amended, unless the
      proposed transferee provides the Trustee with an opinion of counsel addressed
      to
      the Trustee and Master Servicer and on which they may rely (which shall not
      be
      at the expense of the Trustee or Master Servicer) which is acceptable to the
      Trustee, that the purchase of this Certificate will not result in or constitute
      a nonexempt prohibited transaction, is permissible under applicable law and
      will
      not give rise to any additional fiduciary obligations on the part of the
      Depositor, the Master Servicer or the Trustee.

     

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

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee is
      not
      liable to the Certificateholders for any amount payable under this Certificate
      or the Agreement or, except as expressly provided in the Agreement, subject
      to
      any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Trustee.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer and the Trustee and the rights of the Certificateholders under
      the Agreement from time to time by the parties thereto with the consent of
      the
      Holders of Certificates, and with the consent of the Insurer with respect to
      amendments related to the Mortgage Pass-Through Certificates, evidencing
      Fractional Undivided Interests aggregating not less than 51% of the portion
      of
      the Trust Fund related to such Certificates (or in certain cases, Holders of
      Certificates of affected Classes evidencing such percentage of the Fractional
      Undivided Interests thereof). Any such consent by the Holder of this Certificate
      shall be conclusive and binding on such Holder and upon all future Holders
      of
      this Certificate and of any Certificate issued upon the transfer hereof or
      in
      lieu hereof whether or not notation of such consent is made upon this
      Certificate. The Agreement also permits the amendment thereof, in certain
      limited circumstances, without the consent of the Holders of any of the
      Certificates.

     

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

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Fractional Undivided Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Trustee may require payment of a sum sufficient to cover
      any tax or other governmental charge payable in connection therewith. The
      Depositor, the Master Servicer, the Trustee and any agent of any of them may
      treat the Person in whose name this Certificate is registered as the owner
      hereof for all purposes, and none of the Depositor, the Master Servicer, the
      Trustee or any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to Certificateholders with respect to
      the
      termination of the Agreement) shall terminate upon the earlier of (i) the later
      of the (A) final payment or other liquidation (or Advance with respect thereto)
      of the last Mortgage Loan remaining in the Trust Fund and (B) disposition of
      all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and the remittance of all funds due under the Agreement, or (ii)
      the optional repurchase by the party named in the Agreement of all the Mortgage
      Loans and other assets of the Trust Fund in accordance with the terms of the
      Agreement. Such optional repurchase may be made only on or after the
      Distribution Date on which the aggregate unpaid principal balance of the
      Mortgage Loans is less than the percentage of the aggregate Outstanding
      Principal Balance specified in the Agreement of the Mortgage Loans at the
      Cut-off Date. The exercise of such right will effect the early retirement of
      the
      Certificates. In no event, however, will the Trust Fund created by the Agreement
      continue beyond the earlier of (i) the “latest possible maturity date” specified
      in Section 5.01(d) of the Agreement or (ii) the expiration of 21 years after
      the
      death of certain persons identified in the Agreement.

     

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



    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    
      	
              Dated:
                April 30, 2007

            	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	 	 	 	
              Not
                in its individual capacity but solely as Trustee

            
	 	 	 	 
	 	 	 	 
	 	 	 	
              By:

            	 
	 	 	 	
              Authorized
                Signatory

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Class [R] Certificates referred to in the within-mentioned
      Agreement.

    


    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	
              Authorized
                signatory of U.S. Bank National Association, not in its individual
                capacity but solely as Trustee

            
	 
	
              By:

            	 
	
              Authorized
                Signatory

            


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Fractional Undivided Interest evidenced
      by the within Mortgage Pass-Through Certificate and hereby authorizes the
      transfer of registration of such interest to assignee on the Certificate
      Register of the Trust Fund.

     

    I
      (We)
      further direct the Certificate Registrar to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

     

    
      
        	 
	 
	 
	 


      

       

       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      

 

    

    DISTRIBUTION
      INSTRUCTIONS

     

    
       

      
        	
                The
                  Assignee should include the following for purposes of
                  distribution:

              	 
	 	 
	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  funds

              	 
	
                to
                  _________________________________________________________________________________________________________________________

              	
                ,

              
	
                for
                  the account of
                  _____________________________________________________________________________________________________________

              	
                ,

              
	
                to
                  _________________________________________________________________________________________________________________________

              	
                ,

              
	
                Applicable
                  statements should be mailed to
                  ___________________________________________________________________________________________

              	
                ,

              
	
                ____________________________________________________________________________________________________________________________

              	
                .

              
	 	 
	
                     This
                  information is provided by
                  ____________________________________________________________________________________________

              	
                ,

              
	
                the
                  Assignee named above, or
                  ____________________________________________________________________________________________________

              	
                ,

              
	
                as
                  its agent.   The Assignee’s taxpayer identification number is
                  ___________________________________________________________________________

              	. 


      

      


    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      A-5

     

    FORM
      OF CLASS
      X CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR
      INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE
      DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
      OF
      1986 (THE “CODE”).

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
      OR PAYMENT, AND ANY 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.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              Certificate
                No.1

            	 	
              Variable
                Pass-Through Rate

            
	 	 	 
	
              Class
                X Senior

            	 	 
	 	 	 
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date:

              April
                1, 2007

            	 	
              Aggregate
                Initial Notional Amount of this Senior Certificate as of the Cut-off
                Date:  $[________]

            
	 	 	 
	
              First
                Distribution Date:

              May
                25, 2007

            	 	
              Initial
                Notional Amount of this Senior Certificate as of the Cut-off
                Date:

              $[________]

            
	 	 	 
	
              Master
                Servicer:

              EMC
                Mortgage Corporation

            	 	
              CUSIP:
                [________]

            
	 	 	 
	
              Assumed
                Final Distribution Date:

              [________]

            	 	 


    

     

    PRIME
      MORTGAGE TRUST 2007-2

    MORTGAGE
      PASS-THROUGH CERTIFICATE

    SERIES
      2007-2

    


    
      	
              evidencing
                a fractional undivided interest in the distributions allocable to
                the
                Class X Certificates with respect to a portion of a Trust Fund consisting
                primarily of a pool of fixed rate mortgage loans secured by first
                liens on
                one-to-four family residential properties sold by STRUCTURED ASSET
                MORTGAGE INVESTMENTS II INC.

               

            


    

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Structured Asset Mortgage Investments
      II Inc., the Master Servicer or the Trustee referred to below or any of their
      affiliates or any other person. Neither this Certificate nor the underlying
      Mortgage Loans are guaranteed or insured by any governmental entity or by
      Structured Asset Mortgage Investments II Inc., the Master Servicer or the
      Trustee or any of their affiliates or any other person. None of the Structured
      Asset Mortgage Investments II Inc., the Master Servicer or any of their
      affiliates will have any obligation with respect to any certificate or other
      obligation secured by or payable from payments on the Certificates.

     

    This
      certifies that Cede & Co. is the registered owner of the Fractional
      Undivided Interest evidenced hereby in the beneficial ownership interest of
      Certificates of the same Class as this Certificate in a portion of a trust
      (the
“Trust Fund”) primarily consisting of fixed rate mortgage loans secured by first
      liens on one- to four- family residential properties (collectively, the
“Mortgage Loans”) sold by Structured Asset Mortgage Investments II Inc. (“SAMI
      II”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and
      Master Funding LLC to SAMI II. EMC will act as master servicer of the Mortgage
      Loans (the “Master Servicer”, which term includes any successors thereto under
      the Agreement referred to below). The Trust Fund was created pursuant to the
      Pooling and Servicing Agreement dated as of the Cut-off Date specified above
      (the “Agreement”), among SAMI II, as depositor (the “Depositor”), EMC Mortgage
      Corporation, as seller and master servicer, and U.S. Bank National Association,
      as trustee (the “Trustee”), a summary of certain of the pertinent provisions of
      which is set forth hereafter. To the extent not defined herein, capitalized
      terms used herein shall have the meaning ascribed to them in the Agreement.
      This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of its acceptance hereof assents and by which such Holder is
      bound.

     

    Interest
      on this Certificate will accrue during the month prior to the month in which
      a
      Distribution Date (as hereinafter defined) occurs on the Notional Amount hereof
      at a per annum rate equal to the Pass-Through Rate set forth above and as
      further described in the Agreement. The Trustee will distribute on the 25th
      day
      of each month, or, if such 25th day is not a Business Day, the immediately
      following Business Day (each, a “Distribution Date”), commencing on the First
      Distribution Date specified above, to the Person in whose name this Certificate
      is registered at the close of business on the last Business Day of the calendar
      month preceding the month of such Distribution Date, an amount equal to the
      product of the Fractional Undivided Interest evidenced by this Certificate
      and
      the amount (of interest and principal, if any) required to be distributed to
      the
      Holders of Certificates of the same Class as this Certificate. The Assumed
      Final
      Distribution Date is the Distribution Date in the month immediately following
      the month of the latest scheduled maturity date of any Mortgage Loan and is
      not
      likely to be the date on which the Notional Amount of this Class of Certificates
      will be reduced to zero.

     

    Distributions
      on this Certificate will be made by the Paying Agent by check mailed to the
      address of the Person entitled thereto as such name and address shall appear
      on
      the Certificate Register or, if such Person so requests by notifying the Trustee
      in writing as specified in the Agreement by wire transfer. Notwithstanding
      the
      above, the final distribution on this Certificate will be made after due notice
      by the Paying Agent of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency appointed
      by the Trustee for that purpose and designated in such notice. The Initial
      Notional Amount of this Certificate is set forth above. The Notional Amount
      hereof will be reduced to the extent of distributions allocable to principal
      hereon and any Realized Losses allocable hereto.

     

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

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the Trust Fund for payment hereunder and that the Trustee is
      not
      liable to the Certificateholders for any amount payable under this Certificate
      or the Agreement or, except as expressly provided in the Agreement, subject
      to
      any liability under the Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced hereby, and the rights, duties and immunities
      of the Trustee.

     

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

     

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

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      the
      Classes and denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, this Certificate
      is exchangeable for one or more new Certificates evidencing the same Class
      and
      in the same aggregate Fractional Undivided Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made to the Certificateholders for any such registration
      of transfer, but the Trustee may require payment of a sum sufficient to cover
      any tax or other governmental charge payable in connection therewith. The
      Depositor, the Master Servicer, the Trustee and any agent of any of them may
      treat the Person in whose name this Certificate is registered as the owner
      hereof for all purposes, and none of the Depositor, the Master Servicer, the
      Trustee or any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby (other
      than the obligations to make payments to Certificateholders with respect to
      the
      termination of the Agreement) shall terminate upon the earlier of (i) the later
      of the (A) final payment or other liquidation (or Advance with respect thereto)
      of the last Mortgage Loan remaining in the Trust Fund and (B) disposition of
      all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and the remittance of all funds due under the Agreement, or (ii)
      the optional repurchase by the party named in the Agreement of all the Mortgage
      Loans and other assets of the Trust Fund in accordance with the terms of the
      Agreement. Such optional repurchase may be made only on or after the
      Distribution Date on which the aggregate unpaid principal balance of the
      Mortgage Loans is less than the percentage of the aggregate Outstanding
      Principal Balance specified in the Agreement of the Mortgage Loans at the
      Cut-off Date. The exercise of such right will effect the early retirement of
      the
      Certificates. In no event, however, will the Trust Fund created by the Agreement
      continue beyond the earlier of (i) the “latest possible maturity date” specified
      in Section 5.01(d) of the Agreement or (ii) the expiration of 21 years after
      the
      death of certain persons identified in the Agreement.

     

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

     

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    


    
      	
              Dated:
                April 30, 2007

            	 	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	 	 	 	
              Not
                in its individual capacity but solely as Trustee

            
	 	 	 	 
	 	 	 	 
	 	 	 	
              By:

            	 
	 	 	 	
              Authorized
                Signatory

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


    This
      is
      one of the Class X Certificates referred to in the within-mentioned
      Agreement.

    


    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,

            
	
              Authorized
                signatory of U.S. Bank National Association, not in its individual
                capacity but solely as Trustee

            
	 
	
              By:

            	 
	
              Authorized
                Signatory

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      __________________________________ (Please print or typewrite name and address
      including postal zip code of assignee) a Fractional Undivided Interest evidenced
      by the within Mortgage Pass-Through Certificate and hereby authorizes the
      transfer of registration of such interest to assignee on the Certificate
      Register of the Trust Fund.

     

    I
      (We)
      further direct the Certificate Registrar to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:

     

    
      
        	 
	 
	 
	 


      

       

       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      
 

    

    


    DISTRIBUTION
      INSTRUCTIONS

     

     

    
       

      
        	
                The
                  assignee should include the following for purposes of
                  distribution:

              	 
	 	 
	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  funds

              	 
	
                to
                  _________________________________________________________________________________________________________________________

              	
                ,

              
	
                for
                  the account of
                  _____________________________________________________________________________________________________________

              	
                ,

              
	
                account
                  number _______________, or, if mailed by check, to
                  ____________________________________________________________________________

              	
                ,

              
	
                Applicable
                  statements should be mailed to
                  ___________________________________________________________________________________________

              	
                ,

              
	
                ____________________________________________________________________________________________________________________________

              	
                .

              
	 	 
	
                     This
                  information is provided by
                  ____________________________________________________________________________________________

              	
                ,

              
	
                the
                  assignee named above, or
                  ____________________________________________________________________________________________________

              	
                ,

              
	
                as
                  its agent.

              	 


      

      
 

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      B

     

    MORTGAGE
      LOAN SCHEDULE

     


             MATURITY_DATE                  FIRST_PAY_DATE                    ORIGINAL_BALANCE
               20210601                       20060701                             215000
               20210901                       20061001                            1000000
               20360901                       20061001                             127000
               20361101                       20061201                             641000
               20370101                       20070201                             489600
               20370101                       20070201                             450000
               20370101                       20070201                             757715
               20210301                       20070101                             200000
               20361201                       20070101                             438600
               20370101                       20070201                             568000
               20361201                       20070101                             491200
               20360701                       20060801                            1500000
               20211201                       20070101                             880000
               20360801                       20060901                             621000
               20260801                       20060901                             450000
               20361201                       20070101                             644000
               20361201                       20070101                             459200
               20361201                       20070101                             671200
               20360801                       20060901                            1905000
               20361201                       20070101                             550200
               20370101                       20070201                             352500
               20360901                       20061001                             193520
               20360901                       20061001                             494560
               20360801                       20060901                             117008
               20361001                       20061101                             500000
               20360901                       20061001                             215000
               20361201                       20070101                             100000
               20361001                       20061101                             700000
               20211201                       20070101                             350000
               20361001                       20061101                             950000
               20370101                       20070201                             182800
               20211001                       20061101                             608000
               20361001                       20061101                             108000
               20361201                       20070101                             442320
               20360901                       20061001                             565000
               20370101                       20070201                             289600
               20361101                       20061201                            1000000
               20361001                       20061101                            1000000
               20370101                       20070201                             500000
               20361201                       20070101                             320000
               20361201                       20070101                             650000
               20361201                       20070101                             495200
               20361101                       20061201                             427500
               20370101                       20070201                             432000
               20361201                       20070101                             810000
               20361201                       20070101                             500000
               20361201                       20070101                             472000
               20361201                       20070101                             520000
               20370101                       20070201                             800000
               20361201                       20070101                             338000
               20361201                       20070101                             219000
               20361201                       20070101                             775000
               20370101                       20070201                             532000
               20361201                       20070101                             464000
               20370101                       20070201                             537300
               20361201                       20070101                             500000
               20361201                       20070101                             688500
               20361201                       20070101                             550000
               20370101                       20070201                             527000
               20361201                       20070101                             650000
               20361201                       20070101                             108300
               20370101                       20070201                             340000
               20361201                       20070101                             676750
               20361201                       20070101                             665000
               20370101                       20070201                             784000
               20361201                       20070101                             978734
               20361201                       20070101                             105300
               20370101                       20070201                             552000
               20211101                       20061201                             760000
               20370101                       20070201                             496000
               20361201                       20070101                             324300
               20361201                       20070101                             625000
               20370101                       20070201                             625000
               20361201                       20070101                             456000
               20361201                       20070101                             100000
               20361201                       20070101                             322000
               20361201                       20070101                             308000
               20361201                       20070101                             516000
               20211201                       20070101                             672000
               20361201                       20070101                             356000
               20361201                       20070101                              93520
               20370101                       20070201                             486160
               20361201                       20070101                             265000
               20370101                       20070201                             483983
               20220101                       20070201                             208000
               20370101                       20070201                             573000
               20370101                       20070201                            1350000
               20361201                       20070101                             248152
               20361201                       20070101                             508000
               20370101                       20070201                             567200
               20211201                       20070101                            1425000
               20220101                       20070201                            1920000
               20370101                       20070201                             181800
               20211201                       20070101                             600000
               20370101                       20070201                             632000
               20361201                       20070101                             787276
               20361201                       20070101                             524000
               20361201                       20070101                             693000
               20361101                       20061201                             999950
               20370101                       20070201                             452000
               20370101                       20070201                             999000
               20370101                       20070201                            1000000
               20361201                       20070101                             464000
               20370101                       20070201                             428000
               20370101                       20070201                             530000
               20361201                       20070101                             272000
               20361201                       20070101                             460000
               20361201                       20070101                             216000
               20211201                       20070101                             800000
               20361201                       20070101                             550000
               20361201                       20070101                             444000
               20361201                       20070101                             576000
               20361201                       20070101                             596250
               20370101                       20070201                             233250
               20361201                       20070101                             605000
               20361201                       20070101                             198400
               20361201                       20070101                             492500
               20370101                       20070201                             492000
               20361201                       20070101                             351200
               20361201                       20070101                             309000
               20361201                       20070101                              79000
               20361201                       20070101                             392000
               20361201                       20070101                              92000
               20361201                       20070101                             575000
               20370101                       20070201                             200000
               20361201                       20070101                             492000
               20361201                       20070101                             187200
               20370101                       20070201                             300000
               20361201                       20070101                             108000
               20211201                       20070101                             615000
               20361201                       20070101                             179000
               20370101                       20070201                             650000
               20370101                       20070201                             612800
               20370101                       20070201                             577500
               20370101                       20070201                             355000
               20361201                       20070101                             492000
               20361201                       20070101                             236000
               20361201                       20070101                             513200
               20361201                       20070101                             510200
               20361201                       20070101                             228000
               20361201                       20070101                             200000
               20361201                       20070101                             774750
               20361201                       20070101                             313200
               20361201                       20070101                             600000
               20361201                       20070101                             445000
               20370101                       20070201                             700000
               20361201                       20070101                             225000
               20361201                       20070101                             688000
               20370101                       20070201                             737800
               20361201                       20070101                             472000
               20370101                       20070201                             576500
               20370101                       20070201                             668000
               20361201                       20070101                             736800
               20370101                       20070201                             139000
               20211201                       20070101                             650000
               20361201                       20070101                             129750
               20370101                       20070201                             161600
               20370101                       20070201                             226000
               20361201                       20070101                             242400
               20370101                       20070201                             607000
               20370101                       20070201                             450000
               20361201                       20070101                             474000
               20361201                       20070101                             512000
               20370101                       20070201                             752500
               20370101                       20070201                             266000
               20361201                       20070101                             216000
               20361201                       20070101                             424000
               20370101                       20070201                             510000
               20370101                       20070201                             161000
               20370101                       20070201                             140000
               20361201                       20070101                             440000
               20361201                       20070101                             999000
               20361201                       20070101                             635000
               20361201                       20070101                             379960
               20361201                       20070101                             780000
               20370101                       20070201                             710500
               20370101                       20070201                             180000
               20370101                       20070201                             596250
               20370101                       20070201                             528000
               20361201                       20070101                             380000
               20361201                       20070101                             530000
               20361201                       20070101                             500000
               20370101                       20070201                            1000000
               20220101                       20070201                             256000
               20361201                       20070101                             557700
               20370101                       20070201                             775000
               20370101                       20070201                             220000
               20361201                       20070101                             650000
               20361201                       20070101                             616000
               20370101                       20070201                             796800
               20361201                       20070101                             189000
               20370101                       20070201                             395000
               20370101                       20070201                             248000
               20361201                       20070101                             513750
               20370101                       20070201                             640000
               20220101                       20070201                             136000
               20361201                       20070101                             490000
               20361201                       20070101                             700000
               20361201                       20070101                             264800
               20361201                       20070101                             960000
               20370101                       20070201                             424000
               20370101                       20070201                            1500000
               20370101                       20070201                             202500
               20361201                       20070101                             450000
               20361201                       20070101                             452500
               20361201                       20070101                             352750
               20361201                       20070101                             324000
               20211201                       20070101                             600000
               20370101                       20070201                             872000
               20361201                       20070101                             404000
               20361201                       20070101                             625000
               20361201                       20070101                             608000
               20361201                       20070101                             711700
               20361201                       20070101                             708000
               20361201                       20070101                             432000
               20361201                       20070101                             276400
               20361201                       20070101                             560000
               20361201                       20070101                             810000
               20370101                       20070201                             400000
               20370101                       20070201                             455955
               20370101                       20070201                             136000
               20361201                       20070101                             198400
               20361201                       20070101                             205341
               20361201                       20070101                             512000
               20370101                       20070201                             565000
               20370101                       20070201                             870000
               20361201                       20070101                            1062000
               20370101                       20070201                             350000
               20361201                       20070101                             540000
               20370101                       20070201                             500000
               20370101                       20070201                             204000
               20370101                       20070201                             235000
               20361201                       20070101                             360000
               20361201                       20070101                             440000
               20361201                       20070101                             201600
               20361201                       20070101                             560000
               20370101                       20070201                             480000
               20361201                       20070101                             507200
               20370101                       20070201                             151000
               20370101                       20070201                             479200
               20361201                       20070101                             327000
               20361201                       20070101                             812000
               20361201                       20070101                             432000
               20361201                       20070101                             324000
               20361201                       20070101                             612500
               20370101                       20070201                             140000
               20361201                       20070101                            1000000
               20211201                       20070101                             686000
               20370101                       20070201                             171000
               20370101                       20070201                             528000
               20220101                       20070201                            1000000
               20361201                       20070101                             537700
               20361201                       20070101                             190999
               20361201                       20070101                             435600
               20361201                       20070101                             104800
               20361201                       20070101                             314000
               20361201                       20070101                             172000
               20370101                       20070201                             872000
               20370101                       20070201                             868000
               20361201                       20070101                             536000
               20370101                       20070201                             520000
               20361201                       20070101                             600000
               20361201                       20070101                             670000
               20370101                       20070201                            1991500
               20370101                       20070201                             526000
               20370101                       20070201                             275000
               20211201                       20070101                             740000
               20370101                       20070201                             529400
               20361201                       20070101                             530500
               20361201                       20070101                             192000
               20370101                       20070201                             600000
               20370101                       20070201                             498571
               20361201                       20070101                             840000
               20370101                       20070201                             460400
               20361201                       20070101                             400000
               20370101                       20070201                             168000
               20361201                       20070101                             500000
               20370101                       20070201                             750000
               20361201                       20070101                             460000
               20370101                       20070201                             589000
               20361201                       20070101                             257400
               20370101                       20070201                             368000
               20361201                       20070101                             100000
               20370101                       20070201                             700000
               20370101                       20070201                             392000
               20370101                       20070201                             527000
               20370101                       20070201                             560000
               20370101                       20070201                             725000
               20370101                       20070201                             363750
               20361201                       20070101                             868000
               20370101                       20070201                             493000
               20370101                       20070201                             525000
               20370101                       20070201                             796000
               20370101                       20070201                             750000
               20370101                       20070201                             424000
               20370101                       20070201                             583000
               20361201                       20070101                             700000
               20361201                       20070101                              93600
               20370101                       20070201                             528000
               20370101                       20070201                             480000
               20370101                       20070201                             450000
               20370101                       20070201                             475000
               20370101                       20070201                             500000
               20361201                       20070101                             466000
               20370101                       20070201                             153600
               20370101                       20070201                             190400
               20361201                       20070101                             660000
               20361201                       20070101                             560000
               20370101                       20070201                             709500
               20361201                       20070101                             551200
               20361201                       20070101                             754000
               20370101                       20070201                             352480
               20370101                       20070201                             424000
               20361201                       20070101                             690500
               20370101                       20070201                             152000
               20370101                       20070201                             510000
               20370101                       20070201                             513600
               20361201                       20070101                             123120
               20361201                       20070101                             516800
               20370101                       20070201                             420000
               20370101                       20070201                             600000
               20370101                       20070201                             400000
               20361201                       20070101                             448000
               20370101                       20070201                             328000
               20370101                       20070201                             625000
               20361201                       20070101                             147920
               20361201                       20070101                             362160
               20370101                       20070201                             400000
               20370101                       20070201                             620000
               20370101                       20070201                              98880
               20370101                       20070201                             530000
               20361201                       20070101                             622000
               20370101                       20070201                             483750
               20370101                       20070201                             521200
               20370101                       20070201                             649000
               20361201                       20070101                             126347
               20361201                       20070101                             439920
               20211201                       20070101                             600000
               20211201                       20070101                             528000
               20211201                       20070101                             691600
               20370101                       20070201                             560000
               20370101                       20070201                             632000
               20361201                       20070101                             132400
               20370101                       20070201                             632000
               20370101                       20070201                             704000
               20370101                       20070201                            1000000
               20370101                       20070201                             283000
               20370101                       20070201                             650000
               20361201                       20070101                             504000
               20370101                       20070201                             650000
               20361201                       20070101                             440000
               20361201                       20070101                             432000
               20361201                       20070101                             169000
               20361201                       20070101                             318400
               20370101                       20070201                             826000
               20220101                       20070201                             672000
               20361201                       20070101                             520000
               20361201                       20070101                             581000
               20370101                       20070201                             509600
               20370101                       20070201                             230000
               20370101                       20070201                             880000
               20370101                       20070201                             450000
               20370101                       20070201                             484500
               20220101                       20070201                             550000
               20370101                       20070201                             600000
               20370101                       20070201                             747500
               20361201                       20070101                             228000
               20361201                       20070101                             125175
               20370101                       20070201                             500000
               20370101                       20070201                             163500
               20370101                       20070201                             310802
               20361201                       20070101                             864800
               20370101                       20070201                             245000
               20370101                       20070201                             357875
               20370101                       20070201                             324000
               20361201                       20070101                             440000
               20370101                       20070201                             574000
               20361201                       20070101                             200600
               20361201                       20070101                             525000
               20370101                       20070201                             506400
               20370101                       20070201                             505000
               20361201                       20070101                             596000
               20370101                       20070201                             398000
               20370101                       20070201                            1000000
               20370101                       20070201                             612000
               20370101                       20070201                             530000
               20370101                       20070201                             972750
               20370101                       20070201                             300000
               20370101                       20070201                             456000
               20370101                       20070201                             163100
               20361201                       20070101                             600000
               20370101                       20070201                            1000000
               20370101                       20070201                             540000
               20370101                       20070201                             155250
               20370101                       20070201                             512000
               20361201                       20070101                             178400
               20370101                       20070201                             464000
               20370101                       20070201                             132300
               20370101                       20070201                             796000
               20370101                       20070201                             306000
               20370101                       20070201                             222000
               20370101                       20070201                             598600
               20370101                       20070201                             207000
               20220101                       20070201                             663000
               20370101                       20070201                             192500
               20370101                       20070201                             476000
               20370101                       20070201                             150000
               20370101                       20070201                             347000
               20370101                       20070201                             110400
               20370101                       20070201                              60000
               20370101                       20070201                             119680
               20361201                       20070101                             431200
               20361201                       20070101                              93200
               20370101                       20070201                             159920
               20361201                       20070101                             650000
               20370101                       20070201                             240000
               20370101                       20070201                             480000
               20370101                       20070201                             127969
               20370101                       20070201                             145200
               20370101                       20070201                            1000000
               20370101                       20070201                             540000
               20370101                       20070201                             400000
               20361201                       20070101                             174500
               20361201                       20070101                             444000
               20370101                       20070201                             364000
               20370101                       20070201                             596000
               20220101                       20070201                             712500
               20361201                       20070101                             564000
               20370101                       20070201                             260000
               20220101                       20070201                            1000000
               20370101                       20070201                             430000
               20370101                       20070201                             983000
               20361201                       20070101                             927500
               20370101                       20070201                             310400
               20370101                       20070201                             290000
               20370101                       20070201                             610000
               20370101                       20070201                             440000
               20370101                       20070201                             500000
               20370101                       20070201                             448800
               20370101                       20070201                             460000
               20370101                       20070201                              94760
               20370101                       20070201                             364000
               20370101                       20070201                             422400
               20370101                       20070201                             630185
               20370101                       20070201                             854000
               20211201                       20070101                             539000
               20370101                       20070201                             505600
               20370101                       20070201                             299700
               20370101                       20070201                             256000
               20370101                       20070201                             568000
               20370101                       20070201                             539000
               20370101                       20070201                             602000
               20361201                       20070101                             390000
               20370101                       20070201                             271000
               20361201                       20070101                             550000
               20361201                       20070101                             529900
               20361201                       20070101                             471150
               20361201                       20070101                             270050
               20361201                       20070101                             440000
               20361201                       20070101                             546250
               20361201                       20070101                             611500
               20361201                       20070101                             571600
               20361201                       20070101                             500550
               20361201                       20070101                             660000
               20361201                       20070101                             116750
               20370101                       20070201                             800000
               20370101                       20070201                             335000
               20370101                       20070201                             569000
               20370101                       20070201                             510000
               20370101                       20070201                             450000
               20370101                       20070201                             520000
               20370101                       20070201                             140000
               20220101                       20070201                             500000
               20370101                       20070201                             224000
               20370101                       20070201                             496000
               20370101                       20070201                             436000
               20361201                       20070101                             732000
               20370101                       20070201                             540000
               20370101                       20070201                             228000
               20370101                       20070201                             192000
               20370101                       20070201                             264000
               20370101                       20070201                             180500
               20370101                       20070201                             766882
               20370101                       20070201                             800000
               20370101                       20070201                             346500
               20370101                       20070201                             603768
               20361201                       20070101                             513000
               20370101                       20070201                             470000
               20361201                       20070101                             284000
               20370101                       20070201                             480000
               20370101                       20070201                             328000
               20370101                       20070201                             143000
               20370101                       20070201                             556000
               20370101                       20070201                             575000
               20370101                       20070201                             162190
               20370101                       20070201                             242400
               20370101                       20070201                             652500
               20370101                       20070201                              62000
               20370101                       20070201                             750000
               20370101                       20070201                             700000
               20370101                       20070201                             118000
               20370101                       20070201                             460000
               20370101                       20070201                             349000
               20370101                       20070201                             281675
               20370101                       20070201                             480000
               20370101                       20070201                             194600
               20370101                       20070201                             545000
               20370101                       20070201                             792000
               20370101                       20070201                             579600
               20370101                       20070201                             462716
               20370101                       20070201                             700000
               20370101                       20070201                             304000
               20370101                       20070201                             175600
               20370101                       20070201                             600000
               20370101                       20070201                             624000
               20370101                       20070201                             732000
               20370101                       20070201                             204000
               20370101                       20070201                             470000
               20370101                       20070201                             510500
               20370101                       20070201                             650000
               20361001                       20061101                             480000
               20361101                       20061201                             484500
               20360701                       20060801                             204000
               20361101                       20061201                             710000
               20370101                       20070201                             519000
               20370101                       20070201                             650000
               20361201                       20070101                             999950
               20370101                       20070201                             844000
               20370301                       20070401                             521600
               20370201                       20070301                             486000
               20370201                       20070301                             489000
               20370201                       20070301                             647000
               20370201                       20070301                             409000
               20370301                       20070401                             565000
               20220201                       20070301                              75740
               20220201                       20070301                             800000
               20220201                       20070301                             460000
               20220101                       20070201                             715000
               20220201                       20070301                              72500
               20220201                       20070301                              66000
               20220201                       20070301                             500000
               20220201                       20070301                             750000
               20220201                       20070301                             524000
               20220201                       20070301                             145600
               20220201                       20070301                            1000000
               20220201                       20070301                             490000
               20220201                       20070301                            1500000
               20220201                       20070301                             740000
               20220201                       20070301                             472000
               20220201                       20070301                             475960
               20220201                       20070301                             616000
               20361201                       20070101                             586196
               20370101                       20070201                             457140
               20370101                       20070201                             519200
               20370201                       20070301                             432000
               20370201                       20070301                              82000
               20370101                       20070201                             489618
               20370101                       20070201                             428539
               20361101                       20061201                             500270
               20370301                       20070401                             651600
               20370201                       20070301                             450000
               20370201                       20070301                             256000
               20220201                       20070301                             600609
               20470301                       20070301                             115000
               20370201                       20070301                             640000
               20370201                       20070301                             455920
               20470201                       20070301                             118150
               20370301                       20070401                             456000
               20470401                       20070401                             240000
               20370301                       20070401                             500000
               20370201                       20070301                             468400
               20370101                       20070201                             110000
               20370301                       20070401                             189000
               20370201                       20070301                              80000
               20220201                       20070301                              90000
               20370201                       20070301                             130500
               20370101                       20070201                             180000
               20370201                       20070301                             135000
               20370201                       20070301                             180000
               20370201                       20070301                             528000
               20370101                       20070201                             104000
               20370201                       20070301                             424000
               20370101                       20070201                             592000
               20470201                       20070301                             975000
               20370101                       20070201                             700000
               20370301                       20070401                             258750
               20370201                       20070301                             100000
               20370301                       20070401                             536000
               20370201                       20070301                             560000
               20370101                       20070201                             480000
               20370201                       20070301                             424000
               20370101                       20070201                             556000
               20370101                       20070201                             128800
               20370301                       20070401                             575000
               20370201                       20070301                             485000
               20370101                       20070201                              69500
               20370301                       20070401                             640000
               20370301                       20070401                             700000
               20370301                       20070401                             205000
               20370201                       20070301                             221250
               20370301                       20070401                             285600
               20370201                       20070301                             357600
               20470201                       20070301                             138400
               20370201                       20070301                             425500
               20470201                       20070301                             179800
               20370201                       20070301                             121350
               20370201                       20070301                             536000
               20370201                       20070301                             240000
               20370201                       20070301                             172800
               20370301                       20070401                             182000
               20370201                       20070301                             180000
               20370201                       20070301                             448000
               20370201                       20070301                             750000
               20370301                       20070301                              67000
               20370201                       20070301                             120000
               20370201                       20070301                             585200
               20370201                       20070301                             532000
               20370201                       20070301                             113800
               20370201                       20070301                             716800
               20470301                       20070301                             193600
               20370201                       20070301                             309000
               20470201                       20070301                             550300
               20470201                       20070301                             600000
               20370201                       20070301                             242000
               20470201                       20070301                             161000
               20470301                       20070401                             280000
               20370201                       20070301                             340000
               20470201                       20070301                             264000
               20370301                       20070401                             110000
               20370201                       20070301                             116250
               20370201                       20070301                             228000
               20370201                       20070301                             900000
               20370301                       20070401                             584000
               20370301                       20070401                             436000
               20370201                       20070301                             452000
               20470401                       20070401                             212400
               20470301                       20070401                             600000
               20370301                       20070401                             550000
               20370201                       20070301                             133900
               20370201                       20070301                             224000
               20370301                       20070401                             210400
               20370201                       20070301                             757600
               20370301                       20070401                             130000
               20470201                       20070301                             235200
               20370301                       20070401                             520000
               20370301                       20070401                             215000
               20370201                       20070301                             460000
               20370201                       20070301                             120000
               20370201                       20070301                             440900
               20370301                       20070401                             304000
               20370201                       20070301                             160000
               20370201                       20070301                             575000
               20370301                       20070401                             424000
               20470301                       20070401                             440000
               20370201                       20070301                             496000
               20370201                       20070301                            1592500
               20370201                       20070301                             750000
               20370301                       20070401                            1000000
               20370301                       20070401                             504000
               20361101                       20070301                             108500
               20370201                       20070301                             127000
               20370201                       20070301                              88000
               20370301                       20070401                             203650
               20370201                       20070301                             500000
               20370301                       20070401                             720000
               20370301                       20070401                            1000000
               20370301                       20070401                             388800
               20370301                       20070401                              87200
               20370301                       20070401                             460000
               20370301                       20070401                             544000
               20470301                       20070401                             293000
               20370301                       20070401                             180000
               20370301                       20070401                             501000
               20370201                       20070301                             653000
               20370301                       20070401                             614000
               20370301                       20070401                             699000
               20370301                       20070401                             614000
               20370301                       20070401                             213000
               20370301                       20070401                             438000
               20370301                       20070401                             296000
               20370301                       20070401                             427200
               20370301                       20070401                             246400
               20370301                       20070401                             330000
               20370301                       20070401                             504000
               20370301                       20070401                             248000
               20370301                       20070401                             160000
               20370301                       20070401                             708550
               20370301                       20070401                             999950
               20370301                       20070401                             427700
               20370301                       20070401                             920000
               20370301                       20070401                            1000000
               20370301                       20070401                             185450
               20370301                       20070401                             440000
               20370301                       20070401                             374350
               20370301                       20070401                             156800
               20370301                       20070401                             580000
               20370301                       20070401                             448000
               20370301                       20070401                             564000
               20370301                       20070401                             296700
               20370201                       20070301                             322000

             MATURITY_DATE               PAYMENT                      CURRENT_BALANCE
               20210601                  1097.4                             215000
               20210901                 9199.24                          978227.57
               20360901                   834.3                          126219.06
               20361101                 4051.56                          638071.06
               20370101                 3094.61                          488264.96
               20370101                 2807.41                          448742.99
               20370101                 3946.43                             757715
               20210301                 1769.58                          196779.67
               20361201                 2772.26                          436997.55
               20370101                 3135.83                             568000
               20361201                  3024.4                          489321.12
               20360701                10232.64                         1489011.18
               20211201                  7605.4                          864184.66
               20360801                 3976.34                           614299.7
               20260801                 3388.28                          440733.18
               20361201                  4123.6                          641708.38
               20361201                 2940.31                          457565.96
               20361201                 3705.58                             671200
               20360801                11106.02                         1903888.74
               20361201                 3254.64                          547939.66
               20370101                 1872.66                             352500
               20360901                 1239.13                          192304.86
               20360901                 3207.71                          491528.56
               20360801                  749.22                          116128.08
               20361001                 3242.99                          497380.44
               20360901                 1323.79                           213549.5
               20361201                  531.25                             100000
               20361001                 4482.18                          694740.78
               20211201                  2953.5                          345102.46
               20361001                 5926.76                          944650.08
               20370101                 1047.29                             182800
               20211001                 5380.25                          596071.85
               20361001                  691.54                           107420.3
               20361201                 2374.23                             438320
               20360901                 3617.76                          561452.25
               20370101                 1806.73                          288791.03
               20361101                 5722.91                          998907.33
               20361001                 6737.19                          995130.08
               20370101                 3078.59                           498569.3
               20361201                 1996.38                             318805
               20361201                 4055.15                          647572.65
               20361201                 3170.82                          493437.57
               20361101                 2667.04                          425499.12
               20370101                    2295                          431999.33
               20361201                 5119.75                          807047.12
               20361201                 3119.35                          498132.79
               20361201                 2906.19                          470194.53
               20361201                 3286.75                          518104.34
               20370101                 4990.95                          797765.32
               20361201                 2136.39                           336767.8
               20361201                 1457.01                          218275.65
               20361201                 4197.92                             775000
               20370101                 3406.45                          530584.11
               20361201                 2971.04                           462348.9
               20370101                 3308.24                          535561.05
               20361201                 3119.35                          498132.79
               20361201                 4351.79                          685990.04
               20361201                 2921.88                             550000
               20370101                 3287.79                           525527.9
               20361201                 3656.25                             650000
               20361201                  575.34                             108300
               20370101                 1806.25                             340000
               20361201                 3593.98                           676514.7
               20361201                 4313.18                          662690.39
               20370101                 4827.22                          781756.69
               20361201                 6026.23                          969038.03
               20361201                  682.97                          104934.29
               20370101                    2990                             552000
               20211101                 6413.31                          746802.12
               20370101                 3175.94                          494679.92
               20361201                 1755.68                          324125.09
               20361201                 4001.94                             622776
               20370101                 3950.43                          623295.77
               20361201                 2467.56                             455550
               20361201                  623.87                           99626.56
               20361201                 2196.61                          320986.09
               20361201                 1921.52                          304928.27
               20361201                  2902.5                             516000
               20211201                  5716.2                          662784.94
               20361201                 1928.33                             356000
               20361201                  583.44                           93170.77
               20370101                 3072.86                          484832.04
               20361201                 1518.23                             265000
               20370101                 2620.22                             483733
               20220101                 1755.22                          205753.21
               20370101                 3528.06                          571360.43
               20370101                 8422.24                         1346228.94
               20361201                 1292.46                             248152
               20361201                 3127.84                          504541.19
               20370101                 3585.09                          565653.38
               20211201                12218.28                         1405663.96
               20220101                16725.26                         1900921.25
               20370101                 1021.96                          181681.67
               20211201                 5063.14                          591685.34
               20370101                 3620.83                             632000
               20361201                 4838.47                             787276
               20361201                 3355.23                          522135.38
               20361201                 4380.23                          690473.65
               20361101                 6320.36                          995380.96
               20370101                 2783.04                          450706.67
               20370101                 6814.94                          996647.91
               20370101                  5312.5                            1000000
               20361201                 2894.76                          462267.21
               20370101                 2635.27                          426775.34
               20370101                  3263.3                          528483.48
               20361201                 1741.65                          271032.09
               20361201                  2832.3                          454495.23
               20361201                    1170                             216000
               20211201                 6750.86                          788913.76
               20361201                 3521.71                          548042.87
               20361201                 2806.38                          442234.77
               20361201                 3546.53                          573796.74
               20361201                 3415.66                          596188.02
               20370101                 1287.73                             233250
               20361201                 3774.41                          602740.68
               20361201                 1286.82                          197710.93
               20361201                 3112.94                          490704.55
               20370101                  3191.1                          490671.76
               20361201                 2191.03                          349888.47
               20361201                 1902.57                           307811.5
               20361201                  499.33                           78711.35
               20361201                 2164.17                             392000
               20361201                  536.67                              92000
               20361201                 3634.39                          572903.82
               20370101                 1247.74                          199426.25
               20361201                 3029.33                          490118.04
               20361201                 1198.66                          186533.87
               20370101                 1871.61                          299161.98
               20361201                  682.63                          107399.65
               20211201                 5189.72                          606477.47
               20361201                 1160.99                          178109.44
               20370101                 4270.04                          647933.16
               20370101                  3255.5                             612800
               20370101                 3555.77                          575847.55
               20370101                 2006.51                          350226.53
               20361201                 3029.33                          490118.04
               20361201                 1253.75                             236000
               20361201                  3201.7                           511283.5
               20361201                 3182.98                           508294.7
               20361201                 1403.84                          227055.49
               20361201                 1208.33                             200000
               20361201                 4896.95                           771925.6
               20361201                 1761.75                             313200
               20361201                 3841.87                           597217.6
               20361201                 2364.06                           444999.7
               20370101                 3791.67                             700000
               20361201                 1382.64                          224972.03
               20361201                 3439.21                          687841.35
               20370101                 3765.85                             737800
               20361201                 2491.56                             469000
               20370101                 3298.28                             575700
               20370101                 3607.57                          666013.02
               20361201                 4596.67                          734048.49
               20370101                  913.13                          138647.55
               20211201                 5617.63                          641272.75
               20361201                  809.47                          129265.47
               20370101                     995                          161137.61
               20370101                 1409.95                          225368.69
               20361201                  1592.4                          241578.37
               20370101                 3224.69                             607000
               20370101                  2437.5                             450000
               20361201                 2557.56                          472164.39
               20361201                    2720                             512000
               20370101                 3994.47                             751900
               20370101                 1440.83                             266000
               20361201                    1170                             216000
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               20370101                  905.63                             161000
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               20361201                    5100                             960000
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               20370101                  944.06                             171000
               20370101                    2805                             528000
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               20361201                  913.75                             172000
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               20370101                 4424.48                          698058.45
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               20370101                 2667.35                          492434.16
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               20370101                 3162.32                          512130.41
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               20370201                 4726.44                          756192.87
               20370301                  854.01                          129890.78
               20470201                 1483.01                          235026.47
               20370301                 3547.32                          519594.35
               20370301                 1376.67                          214810.31
               20370201                  3295.5                          459348.57
               20370201                  828.81                          119816.82
               20370201                 3007.72                          440210.02
               20370301                    1520                             304000
               20370201                 1160.11                          159779.06
               20370201                 3174.48                             575000
               20370301                    2385                             424000
               20470301                 2576.01                          439807.32
               20370201                  3299.9                          495184.49
               20370201                10594.94                         1589881.67
               20370201                 4926.97                          748736.21
               20370301                 5520.83                            1000000
               20370301                    2940                             504000
               20361101                  730.98                           107994.4
               20370201                   898.9                          126815.58
               20370201                  585.47                            87855.3
               20370301                 1337.84                           203478.9
               20370201                 3072.92                             500000
               20370301                 4790.18                          719409.82
               20370301                 6320.68                          999095.99
               20370301                    2349                             388800
               20370301                  580.14                           87128.53
               20370301                 2491.67                             460000
               20370301                 3116.67                             544000
               20470301                 1767.84                          292880.29
               20370301                 1167.48                          179845.02
               20370301                 3003.75                          500501.25
               20370201                 3537.08                             653000
               20370301                 3730.73                          613402.44
               20370301                 4303.86                          698336.76
               20370301                 3517.71                             614000
               20370301                 1131.56                             213000
               20370301                 2326.88                             438000
               20370301                  2044.4                          295774.77
               20370301                 2700.19                          426813.81
               20370301                    1309                             246400
               20370301                 1978.52                          329341.32
               20370301                  3144.3                           503533.2
               20370301                  1547.2                           247770.3
               20370301                     850                             160000
               20370301                 3764.17                             708550
               20370301                 4895.59                             999950
               20370301                  2138.5                             427700
               20370301                 5223.66                          918993.01
               20370301                 4791.67                            1000000
               20370301                 1126.82                          185269.75
               20370301                 2709.16                          439582.51
               20370301                 2459.22                          374035.49
               20370301                  965.44                          156651.22
               20370301                 3020.83                             580000
               20370301                 2758.42                          447574.91
               20370301                 3113.75                             564000
               20370301                 1761.66                             296700
               20370201                 1926.42                          321354.82

            MATURITY_DATE        STATE1                                         STATED_REM_TERM
               20210601         Alabama                                                170
               20210901         Georgia                                                173
               20360901         Georgia                                                353
               20361101         California                                             355
               20370101         Arizona                                                357
               20370101         New York                                               357
               20370101         Florida                                                357
               20210301         Michigan                                               167
               20361201         Maryland                                               356
               20370101         Maryland                                               357
               20361201         Nevada                                                 356
               20360701         Nevada                                                 351
               20211201         Vermont                                                176
               20360801         Virginia                                               352
               20260801         California                                             232
               20361201         Illinois                                               356
               20361201         New Jersey                                             356
               20361201         Illinois                                               356
               20360801         Arizona                                                352
               20361201         Virginia                                               356
               20370101         New York                                               357
               20360901         Georgia                                                353
               20360901         New York                                               353
               20360801         Pennsylvania                                           352
               20361001         Illinois                                               354
               20360901         Maine                                                  353
               20361201         New York                                               356
               20361001         New York                                               354
               20211201         New York                                               176
               20361001         Georgia                                                354
               20370101         Missouri                                               357
               20211001         Pennsylvania                                           174
               20361001         Missouri                                               354
               20361201         New York                                               356
               20360901         Mississippi                                            353
               20370101         New York                                               357
               20361101         New York                                               355
               20361001         Nevada                                                 354
               20370101         Pennsylvania                                           357
               20361201         New York                                               356
               20361201         New York                                               356
               20361201         Kentucky                                               356
               20361101         New York                                               355
               20370101         Arizona                                                357
               20361201         New York                                               356
               20361201         California                                             356
               20361201         New York                                               356
               20361201         Maryland                                               356
               20370101         Maryland                                               357
               20361201         Pennsylvania                                           356
               20361201         Illinois                                               356
               20361201         New York                                               356
               20370101         Illinois                                               357
               20361201         Arizona                                                356
               20370101         Illinois                                               357
               20361201         New York                                               356
               20361201         New York                                               356
               20361201         Maryland                                               356
               20370101         Pennsylvania                                           357
               20361201         North Carolina                                         356
               20361201         Tennessee                                              356
               20370101         Delaware                                               357
               20361201         Massachusetts                                          356
               20361201         Montana                                                356
               20370101         Massachusetts                                          357
               20361201         California                                             356
               20361201         Louisiana                                              356
               20370101         California                                             357
               20211101         Indiana                                                175
               20370101         New York                                               357
               20361201         Ohio                                                   356
               20361201         North Carolina                                         356
               20370101         Oregon                                                 357
               20361201         Oregon                                                 356
               20361201         South Carolina                                         356
               20361201         Louisiana                                              356
               20361201         California                                             356
               20361201         Maryland                                               356
               20211201         Illinois                                               176
               20361201         New Jersey                                             356
               20361201         North Carolina                                         356
               20370101         New York                                               357
               20361201         Kansas                                                 356
               20370101         Virginia                                               357
               20220101         Ohio                                                   177
               20370101         California                                             357
               20370101         Maryland                                               357
               20361201         California                                             356
               20361201         Washington                                             356
               20370101         Connecticut                                            357
               20211201         Arizona                                                176
               20220101         Florida                                                177
               20370101         Arizona                                                357
               20211201         Illinois                                               176
               20370101         Virginia                                               357
               20361201         Nevada                                                 356
               20361201         Florida                                                356
               20361201         New York                                               356
               20361101         California                                             355
               20370101         Florida                                                357
               20370101         California                                             357
               20370101         Colorado                                               357
               20361201         California                                             356
               20370101         New York                                               357
               20370101         New York                                               357
               20361201         New Jersey                                             356
               20361201         Washington                                             356
               20361201         Oregon                                                 356
               20211201         Florida                                                176
               20361201         Massachusetts                                          356
               20361201         California                                             356
               20361201         Idaho                                                  356
               20361201         New York                                               356
               20370101         Minnesota                                              357
               20361201         California                                             356
               20361201         Massachusetts                                          356
               20361201         Oklahoma                                               356
               20370101         New York                                               357
               20361201         Massachusetts                                          356
               20361201         Oregon                                                 356
               20361201         Nevada                                                 356
               20361201         New York                                               356
               20361201         Ohio                                                   356
               20361201         California                                             356
               20370101         West Virginia                                          357
               20361201         Nevada                                                 356
               20361201         Connecticut                                            356
               20370101         Illinois                                               357
               20361201         Kansas                                                 356
               20211201         Maryland                                               176
               20361201         Maryland                                               356
               20370101         District of Columbia                                   357
               20370101         Georgia                                                357
               20370101         New York                                               357
               20370101         Virginia                                               357
               20361201         Washington                                             356
               20361201         Oregon                                                 356
               20361201         Nevada                                                 356
               20361201         New York                                               356
               20361201         Arizona                                                356
               20361201         Illinois                                               356
               20361201         Arizona                                                356
               20361201         Minnesota                                              356
               20361201         California                                             356
               20361201         Virginia                                               356
               20370101         North Carolina                                         357
               20361201         Ohio                                                   356
               20361201         California                                             356
               20370101         Nevada                                                 357
               20361201         Massachusetts                                          356
               20370101         Illinois                                               357
               20370101         California                                             357
               20361201         Virginia                                               356
               20370101         Georgia                                                357
               20211201         Alabama                                                176
               20361201         Nevada                                                 356
               20370101         Idaho                                                  357
               20370101         Florida                                                357
               20361201         Maryland                                               356
               20370101         Maryland                                               357
               20370101         Connecticut                                            357
               20361201         North Carolina                                         356
               20361201         Nevada                                                 356
               20370101         New York                                               357
               20370101         New Jersey                                             357
               20361201         Florida                                                356
               20361201         California                                             356
               20370101         New Jersey                                             357
               20370101         Arizona                                                357
               20370101         Illinois                                               357
               20361201         Washington                                             356
               20361201         California                                             356
               20361201         Delaware                                               356
               20361201         California                                             356
               20361201         California                                             356
               20370101         Florida                                                357
               20370101         Nevada                                                 357
               20370101         Virginia                                               357
               20370101         California                                             357
               20361201         California                                             356
               20361201         California                                             356
               20361201         California                                             356
               20370101         Maryland                                               357
               20220101         Florida                                                177
               20361201         Florida                                                356
               20370101         Illinois                                               357
               20370101         California                                             357
               20361201         Florida                                                356
               20361201         North Carolina                                         356
               20370101         New York                                               357
               20361201         Oklahoma                                               356
               20370101         New Jersey                                             357
               20370101         California                                             357
               20361201         California                                             356
               20370101         Virginia                                               357
               20220101         Pennsylvania                                           177
               20361201         California                                             356
               20361201         Washington                                             356
               20361201         Nevada                                                 356
               20361201         Nevada                                                 356
               20370101         South Carolina                                         357
               20370101         Florida                                                357
               20370101         Massachusetts                                          357
               20361201         Maryland                                               356
               20361201         California                                             356
               20361201         Florida                                                356
               20361201         New York                                               356
               20211201         California                                             176
               20370101         Hawaii                                                 357
               20361201         Massachusetts                                          356
               20361201         New York                                               356
               20361201         California                                             356
               20361201         California                                             356
               20361201         North Carolina                                         356
               20361201         Virginia                                               356
               20361201         Arizona                                                356
               20361201         Minnesota                                              356
               20361201         New York                                               356
               20370101         California                                             357
               20370101         Michigan                                               357
               20370101         Michigan                                               357
               20361201         Idaho                                                  356
               20361201         Iowa                                                   356
               20361201         Virginia                                               356
               20370101         California                                             357
               20370101         New Jersey                                             357
               20361201         Illinois                                               356
               20370101         Arizona                                                357
               20361201         Virginia                                               356
               20370101         Florida                                                357
               20370101         Arizona                                                357
               20370101         Georgia                                                357
               20361201         Missouri                                               356
               20361201         Arizona                                                356
               20361201         Minnesota                                              356
               20361201         Illinois                                               356
               20370101         Alabama                                                357
               20361201         California                                             356
               20370101         Oregon                                                 357
               20370101         Tennessee                                              357
               20361201         California                                             356
               20361201         Georgia                                                356
               20361201         Arizona                                                356
               20361201         South Carolina                                         356
               20361201         Florida                                                356
               20370101         Colorado                                               357
               20361201         Maryland                                               356
               20211201         California                                             176
               20370101         Florida                                                357
               20370101         California                                             357
               20220101         South Carolina                                         177
               20361201         Illinois                                               356
               20361201         Nevada                                                 356
               20361201         Nevada                                                 356
               20361201         Kentucky                                               356
               20361201         Pennsylvania                                           356
               20361201         Oregon                                                 356
               20370101         North Carolina                                         357
               20370101         New York                                               357
               20361201         California                                             356
               20370101         California                                             357
               20361201         Arizona                                                356
               20361201         California                                             356
               20370101         California                                             357
               20370101         Nevada                                                 357
               20370101         California                                             357
               20211201         Massachusetts                                          176
               20370101         Colorado                                               357
               20361201         California                                             356
               20361201         North Carolina                                         356
               20370101         New York                                               357
               20370101         Minnesota                                              357
               20361201         Georgia                                                356
               20370101         Arizona                                                357
               20361201         California                                             356
               20370101         Oregon                                                 357
               20361201         Wisconsin                                              356
               20370101         Florida                                                357
               20361201         Louisiana                                              356
               20370101         California                                             357
               20361201         Alabama                                                356
               20370101         Arizona                                                357
               20361201         Georgia                                                356
               20370101         Arizona                                                357
               20370101         California                                             357
               20370101         Arizona                                                357
               20370101         California                                             357
               20370101         Illinois                                               357
               20370101         Arizona                                                357
               20361201         Massachusetts                                          356
               20370101         Illinois                                               357
               20370101         Florida                                                357
               20370101         Massachusetts                                          357
               20370101         Virginia                                               357
               20370101         California                                             357
               20370101         Pennsylvania                                           357
               20361201         California                                             356
               20361201         Idaho                                                  356
               20370101         Florida                                                357
               20370101         Arizona                                                357
               20370101         California                                             357
               20370101         Virginia                                               357
               20370101         Florida                                                357
               20361201         Maryland                                               356
               20370101         Florida                                                357
               20370101         Michigan                                               357
               20361201         Minnesota                                              356
               20361201         California                                             356
               20370101         Maryland                                               357
               20361201         Maryland                                               356
               20361201         Nevada                                                 356
               20370101         Maine                                                  357
               20370101         Arizona                                                357
               20361201         Arizona                                                356
               20370101         Oregon                                                 357
               20370101         Maryland                                               357
               20370101         Texas                                                  357
               20361201         Florida                                                356
               20361201         Missouri                                               356
               20370101         Maryland                                               357
               20370101         Florida                                                357
               20370101         Florida                                                357
               20361201         Arizona                                                356
               20370101         Arizona                                                357
               20370101         Florida                                                357
               20361201         Michigan                                               356
               20361201         California                                             356
               20370101         Pennsylvania                                           357
               20370101         California                                             357
               20370101         Washington                                             357
               20370101         Oregon                                                 357
               20361201         New Jersey                                             356
               20370101         California                                             357
               20370101         California                                             357
               20370101         California                                             357
               20361201         Arizona                                                356
               20361201         Virginia                                               356
               20211201         Illinois                                               176
               20211201         Florida                                                176
               20211201         New Jersey                                             176
               20370101         Oregon                                                 357
               20370101         Michigan                                               357
               20361201         Texas                                                  356
               20370101         Maryland                                               357
               20370101         New Jersey                                             357
               20370101         California                                             357
               20370101         Arizona                                                357
               20370101         Illinois                                               357
               20361201         Arizona                                                356
               20370101         North Carolina                                         357
               20361201         Washington                                             356
               20361201         California                                             356
               20361201         Arizona                                                356
               20361201         Utah                                                   356
               20370101         Maryland                                               357
               20220101         New York                                               177
               20361201         Oregon                                                 356
               20361201         California                                             356
               20370101         Washington                                             357
               20370101         Arizona                                                357
               20370101         Connecticut                                            357
               20370101         Arizona                                                357
               20370101         Pennsylvania                                           357
               20220101         California                                             177
               20370101         California                                             357
               20370101         Ohio                                                   357
               20361201         Maryland                                               356
               20361201         Virginia                                               356
               20370101         Connecticut                                            357
               20370101         New Hampshire                                          357
               20370101         New York                                               357
               20361201         California                                             356
               20370101         Maryland                                               357
               20370101         New Jersey                                             357
               20370101         Georgia                                                357
               20361201         Pennsylvania                                           356
               20370101         Georgia                                                357
               20361201         Colorado                                               356
               20361201         Arizona                                                356
               20370101         California                                             357
               20370101         New York                                               357
               20361201         Massachusetts                                          356
               20370101         California                                             357
               20370101         District of Columbia                                   357
               20370101         California                                             357
               20370101         Massachusetts                                          357
               20370101         Virginia                                               357
               20370101         Georgia                                                357
               20370101         California                                             357
               20370101         Florida                                                357
               20361201         California                                             356
               20370101         Arizona                                                357
               20370101         Maryland                                               357
               20370101         Florida                                                357
               20370101         California                                             357
               20361201         Texas                                                  356
               20370101         New York                                               357
               20370101         North Carolina                                         357
               20370101         New York                                               357
               20370101         New Jersey                                             357
               20370101         Maryland                                               357
               20370101         California                                             357
               20370101         Illinois                                               357
               20220101         Maryland                                               177
               20370101         Maryland                                               357
               20370101         California                                             357
               20370101         Maine                                                  357
               20370101         New Jersey                                             357
               20370101         Minnesota                                              357
               20370101         Florida                                                357
               20370101         Texas                                                  357
               20361201         Florida                                                356
               20361201         Texas                                                  356
               20370101         Maine                                                  357
               20361201         Arizona                                                356
               20370101         California                                             357
               20370101         Massachusetts                                          357
               20370101         Georgia                                                357
               20370101         Tennessee                                              357
               20370101         California                                             357
               20370101         California                                             357
               20370101         Arizona                                                357
               20361201         Oregon                                                 356
               20361201         California                                             356
               20370101         California                                             357
               20370101         California                                             357
               20220101         California                                             177
               20361201         California                                             356
               20370101         Florida                                                357
               20220101         North Carolina                                         177
               20370101         Maine                                                  357
               20370101         Montana                                                357
               20361201         Washington                                             356
               20370101         New Hampshire                                          357
               20370101         New Hampshire                                          357
               20370101         Virginia                                               357
               20370101         Maryland                                               357
               20370101         Massachusetts                                          357
               20370101         Arizona                                                357
               20370101         California                                             357
               20370101         Washington                                             357
               20370101         Maryland                                               357
               20370101         Oregon                                                 357
               20370101         Georgia                                                357
               20370101         Virginia                                               357
               20211201         California                                             176
               20370101         Illinois                                               357
               20370101         California                                             357
               20370101         New Jersey                                             357
               20370101         Connecticut                                            357
               20370101         District of Columbia                                   357
               20370101         Colorado                                               357
               20361201         California                                             356
               20370101         Arizona                                                357
               20361201         California                                             356
               20361201         California                                             356
               20361201         California                                             356
               20361201         California                                             356
               20361201         California                                             356
               20361201         California                                             356
               20361201         California                                             356
               20361201         California                                             356
               20361201         California                                             356
               20361201         California                                             356
               20361201         Texas                                                  356
               20370101         California                                             357
               20370101         California                                             357
               20370101         Illinois                                               357
               20370101         Illinois                                               357
               20370101         Illinois                                               357
               20370101         Virginia                                               357
               20370101         Oregon                                                 357
               20220101         Maryland                                               177
               20370101         Minnesota                                              357
               20370101         Maryland                                               357
               20370101         California                                             357
               20361201         District of Columbia                                   356
               20370101         Maryland                                               357
               20370101         Georgia                                                357
               20370101         Iowa                                                   357
               20370101         Nevada                                                 357
               20370101         Michigan                                               357
               20370101         California                                             357
               20370101         California                                             357
               20370101         California                                             357
               20370101         North Carolina                                         357
               20361201         California                                             356
               20370101         California                                             357
               20361201         Indiana                                                356
               20370101         Connecticut                                            357
               20370101         Arizona                                                357
               20370101         Virginia                                               357
               20370101         California                                             357
               20370101         Georgia                                                357
               20370101         Oregon                                                 357
               20370101         Utah                                                   357
               20370101         Pennsylvania                                           357
               20370101         Ohio                                                   357
               20370101         Illinois                                               357
               20370101         Florida                                                357
               20370101         Michigan                                               357
               20370101         New York                                               357
               20370101         New York                                               357
               20370101         California                                             357
               20370101         Colorado                                               357
               20370101         Maryland                                               357
               20370101         California                                             357
               20370101         Maryland                                               357
               20370101         Oregon                                                 357
               20370101         Georgia                                                357
               20370101         California                                             357
               20370101         Michigan                                               357
               20370101         Louisiana                                              357
               20370101         Utah                                                   357
               20370101         Illinois                                               357
               20370101         Oregon                                                 357
               20370101         Illinois                                               357
               20370101         New York                                               357
               20370101         New York                                               357
               20370101         California                                             357
               20361001         California                                             354
               20361101         Florida                                                355
               20360701         Arizona                                                351
               20361101         Connecticut                                            355
               20370101         California                                             357
               20370101         California                                             357
               20361201         Maryland                                               356
               20370101         California                                             357
               20370301         Oregon                                                 359
               20370201         California                                             358
               20370201         California                                             358
               20370201         California                                             358
               20370201         California                                             358
               20370301         California                                             359
               20220201         Indiana                                                178
               20220201         Maryland                                               178
               20220201         Massachusetts                                          178
               20220101         California                                             177
               20220201         New York                                               178
               20220201         Florida                                                178
               20220201         Massachusetts                                          178
               20220201         District of Columbia                                   178
               20220201         Michigan                                               178
               20220201         Ohio                                                   178
               20220201         Arizona                                                178
               20220201         New York                                               178
               20220201         Texas                                                  178
               20220201         Virginia                                               178
               20220201         California                                             178
               20220201         Washington                                             178
               20220201         Indiana                                                178
               20361201         Arizona                                                356
               20370101         Arizona                                                357
               20370101         California                                             357
               20370201         Maryland                                               358
               20370201         Texas                                                  358
               20370101         Nevada                                                 357
               20370101         Arizona                                                357
               20361101         Michigan                                               355
               20370301         California                                             359
               20370201         Minnesota                                              358
               20370201         California                                             358
               20220201         California                                             178
               20470301         California                                             358
               20370201         Maryland                                               358
               20370201         California                                             358
               20470201         Colorado                                               358
               20370301         Florida                                                359
               20470401         New York                                               359
               20370301         Massachusetts                                          359
               20370201         New York                                               358
               20370101         New York                                               357
               20370301         New York                                               359
               20370201         New York                                               358
               20220201         New York                                               178
               20370201         New York                                               358
               20370101         New York                                               357
               20370201         Florida                                                358
               20370201         Michigan                                               358
               20370201         New York                                               358
               20370101         New York                                               357
               20370201         New Jersey                                             358
               20370101         Massachusetts                                          357
               20470201         Florida                                                358
               20370101         California                                             357
               20370301         Florida                                                359
               20370201         New York                                               358
               20370301         New York                                               359
               20370201         New York                                               358
               20370101         Maryland                                               357
               20370201         New York                                               358
               20370101         New York                                               357
               20370101         Michigan                                               177
               20370301         California                                             359
               20370201         New York                                               358
               20370101         Missouri                                               177
               20370301         Connecticut                                            179
               20370301         New York                                               359
               20370301         Ohio                                                   359
               20370201         Michigan                                               178
               20370301         New York                                               359
               20370201         North Carolina                                         358
               20470201         Wyoming                                                358
               20370201         Utah                                                   178
               20470201         Texas                                                  358
               20370201         Mississippi                                            358
               20370201         California                                             178
               20370201         Illinois                                               178
               20370201         Illinois                                               178
               20370301         New York                                               359
               20370201         Illinois                                               178
               20370201         Virginia                                               358
               20370201         Utah                                                   358
               20370301         Indiana                                                178
               20370201         New York                                               358
               20370201         Virginia                                               358
               20370201         California                                             358
               20370201         Arkansas                                               358
               20370201         Florida                                                358
               20470301         Ohio                                                   358
               20370201         Illinois                                               178
               20470201         California                                             358
               20470201         California                                             358
               20370201         Illinois                                               178
               20470201         Oregon                                                 358
               20470301         New Jersey                                             359
               20370201         California                                             358
               20470201         Utah                                                   358
               20370301         Illinois                                               179
               20370201         Texas                                                  358
               20370201         Florida                                                358
               20370201         Georgia                                                358
               20370301         New York                                               359
               20370301         New York                                               359
               20370201         Maryland                                               358
               20470401         Massachusetts                                          359
               20470301         California                                             359
               20370301         California                                             359
               20370201         Texas                                                  358
               20370201         Illinois                                               178
               20370301         Michigan                                               179
               20370201         Georgia                                                358
               20370301         Michigan                                               359
               20470201         New Jersey                                             358
               20370301         Wisconsin                                              179
               20370301         Illinois                                               359
               20370201         Tennessee                                              358
               20370201         Michigan                                               178
               20370201         Illinois                                               178
               20370301         California                                             359
               20370201         Illinois                                               178
               20370201         California                                             358
               20370301         California                                             359
               20470301         California                                             359
               20370201         California                                             178
               20370201         New Mexico                                             358
               20370201         Nevada                                                 178
               20370301         California                                             359
               20370301         California                                             359
               20361101         Michigan                                               178
               20370201         Indiana                                                178
               20370201         Michigan                                               358
               20370301         Georgia                                                359
               20370201         Texas                                                  358
               20370301         Texas                                                  359
               20370301         California                                             359
               20370301         California                                             359
               20370301         Georgia                                                359
               20370301         California                                             359
               20370301         New York                                               359
               20470301         California                                             359
               20370301         Colorado                                               359
               20370301         District of Columbia                                   359
               20370201         District of Columbia                                   358
               20370301         Virginia                                               359
               20370301         Virginia                                               359
               20370301         District of Columbia                                   359
               20370301         Florida                                                359
               20370301         Virginia                                               359
               20370301         Massachusetts                                          359
               20370301         Maryland                                               359
               20370301         Virginia                                               359
               20370301         California                                             359
               20370301         California                                             359
               20370301         Nevada                                                 359
               20370301         Colorado                                               359
               20370301         California                                             359
               20370301         California                                             359
               20370301         California                                             359
               20370301         California                                             359
               20370301         California                                             359
               20370301         Texas                                                  359
               20370301         California                                             359
               20370301         Arizona                                                359
               20370301         Texas                                                  359
               20370301         California                                             359
               20370301         California                                             359
               20370301         California                                             359
               20370301         California                                             359
               20370201         District of Columbia                                   358

             MATURITY_DATE          CITY1                                            SERV_FEE
               20210601         VESTAVIA HILLS                                         0.25
               20210901         ATLANTA                                                0.25
               20360901         LULA                                                   0.25
               20361101         SAN GABRIEL                                            0.25
               20370101         SHOW LOW                                               0.25
               20370101         SHOREHAM                                               0.25
               20370101         SARASOTA                                               0.25
               20210301         HOWELL                                                 0.25
               20361201         SEVERN                                                 0.25
               20370101         WHITE HALL                                             0.25
               20361201         PAHRUMP                                                0.25
               20360701         LAS VEGAS                                              0.25
               20211201         STRATTON                                               0.25
               20360801         ALEXANDRIA                                             0.25
               20260801         HANFORD                                                0.25
               20361201         CHICAGO                                                0.25
               20361201         CHESTERFIELD TWP                                       0.25
               20361201         HIGHWOOD                                               0.25
               20360801         PARADISE VALLEY                                        0.25
               20361201         SPOTSYLVANIA                                           0.25
               20370101         NEW YORK                                               0.25
               20360901         SUWANEE                                                0.25
               20360901         CLAYTON                                                0.25
               20360801         PITTSBURGH                                             0.25
               20361001         AURORA                                                 0.25
               20360901         SEARSPORT                                              0.25
               20361201         NEW YORK CITY                                          0.25
               20361001         NEW YORK                                               0.25
               20211201         BRONX                                                  0.25
               20361001         HIAWASSEE                                              0.25
               20370101         WENTZVILLE                                             0.25
               20211001         CHESTER SPRINGS                                        0.25
               20361001         OZARK                                                  0.25
               20361201         OAKDALE                                                0.25
               20360901         BRANDON                                                0.25
               20370101         SELDEN                                                 0.25
               20361101         NYACK                                                  0.25
               20361001         RENO                                                   0.25
               20370101         DOWNINGTOWN                                            0.25
               20361201         NEW YORK                                               0.25
               20361201         LLOYD HARBOR                                           0.25
               20361201         MIDWAY                                                 0.25
               20361101         NORTH MASSAPEQUA                                       0.25
               20370101         GLENDALE                                               0.25
               20361201         BROOKLYN                                               0.25
               20361201         TURLOCK                                                0.25
               20361201         NEW YORK                                               0.25
               20361201         LUTHERVILLE                                            0.25
               20370101         FOREST HILL                                            0.25
               20361201         GREENSBURG                                             0.25
               20361201         BURBANK                                                0.25
               20361201         BRIGHTWATERS                                           0.25
               20370101         PARK RIDGE                                             0.25
               20361201         HIGLEY                                                 0.25
               20370101         CHICAGO                                                0.25
               20361201         NEW CITY                                               0.25
               20361201         JAMAICA                                                0.25
               20361201         BETHESDA                                               0.25
               20370101         COLLEGEVILLE                                           0.25
               20361201         WEAVERVILLE                                            0.25
               20361201         MURFREESBORO                                           0.25
               20370101         WILMINGTON                                             0.25
               20361201         DUXBURY                                                0.25
               20361201         MANHATTAN                                              0.25
               20370101         BOSTON                                                 0.25
               20361201         LIVERMORE                                              0.25
               20361201         HAMMOND                                                0.25
               20370101         STEVENSON RANCH                                        0.25
               20211101         CARMEL                                                 0.25
               20370101         SUFFERN                                                0.25
               20361201         PICKERINGTON                                           0.25
               20361201         BELHAVEN                                               0.25
               20370101         OREGON CITY                                            0.25
               20361201         CORVALLIS                                              0.25
               20361201         COLUMBIA                                               0.25
               20361201         PONCHATOULA                                            0.25
               20361201         POMONA                                                 0.25
               20361201         WALDORF                                                0.25
               20211201         CHICAGO                                                0.25
               20361201         WASHINGTON TOWNSHIP                                    0.25
               20361201         GRANITE FALLS                                          0.25
               20370101         OAKDALE                                                0.25
               20361201         LAWRENCE                                               0.25
               20370101         LEESBURG                                               0.25
               20220101         TALLMADGE                                              0.25
               20370101         BERKELEY                                               0.25
               20370101         BROOKEVILLE                                            0.25
               20361201         ADELANTO                                               0.25
               20361201         SPOKANE                                                0.25
               20370101         NORWALK                                                0.25
               20211201         PARADISE VALLEY                                        0.25
               20220101         DELRAY BEACH                                           0.25
               20370101         TUCSON                                                 0.25
               20211201         PARK RIDGE                                             0.25
               20370101         HAYMARKET                                              0.25
               20361201         LAS VEGAS                                              0.25
               20361201         MYAKKA CITY                                            0.25
               20361201         JAMAICA                                                0.25
               20361101         GRANITE BAY                                            0.25
               20370101         NICEVILLE                                              0.25
               20370101         LOS GATOS                                              0.25
               20370101         GREENWOOD VILLAGE                                      0.25
               20361201         TRUCKEE                                                0.25
               20370101         KINGS PARK                                             0.25
               20370101         PLAINVIEW                                              0.25
               20361201         BOUND BROOK                                            0.25
               20361201         SPOKANE                                                0.25
               20361201         TUALATIN                                               0.25
               20211201         TAMPA                                                  0.25
               20361201         OSTERVILLE                                             0.25
               20361201         VALLEJO                                                0.25
               20361201         SUN VALLEY                                             0.25
               20361201         NEW CITY                                               0.25
               20370101         PEQUOT LAKES                                           0.25
               20361201         EL DORADO HILLS                                        0.25
               20361201         TAUNTON                                                0.25
               20361201         TULSA                                                  0.25
               20370101         LAUREL                                                 0.25
               20361201         STONEHAM                                               0.25
               20361201         PORTLAND                                               0.25
               20361201         LAS VEGAS                                              0.25
               20361201         KINGS PARK                                             0.25
               20361201         CINCINNATI                                             0.25
               20361201         LOS ANGELES                                            0.25
               20370101         SHEPHERDSTOWN                                          0.25
               20361201         RENO                                                   0.25
               20361201         VERNON                                                 0.25
               20370101         OSWEGO                                                 0.25
               20361201         WICHITA                                                0.25
               20211201         POTOMAC                                                0.25
               20361201         BISHOPVILLE                                            0.25
               20370101         WASHINGTON                                             0.25
               20370101         ATLANTA                                                0.25
               20370101         MASSAPEQUA                                             0.25
               20370101         CAPE CHARLES                                           0.25
               20361201         KIRKLAND                                               0.25
               20361201         WILSONVILLE                                            0.25
               20361201         HENDERSON                                              0.25
               20361201         NEW YORK                                               0.25
               20361201         PRESCOTT VALLEY                                        0.25
               20361201         BELLWOOD                                               0.25
               20361201         MORRISTOWN                                             0.25
               20361201         WASECA                                                 0.25
               20361201         VISALIA                                                0.25
               20361201         RICHMOND                                               0.25
               20370101         BANNER ELK                                             0.25
               20361201         DAYTON                                                 0.25
               20361201         YUBA CITY                                              0.25
               20370101         RENO                                                   0.25
               20361201         WELLESLEY                                              0.25
               20370101         HIGHLAND PARK                                          0.25
               20370101         SHERMAN OAKS                                           0.25
               20361201         VIENNA                                                 0.25
               20370101         ATLANTA                                                0.25
               20211201         GULF SHORES                                            0.25
               20361201         SPARKS                                                 0.25
               20370101         COEUR D ALENE                                          0.25
               20370101         DANIA BEACH                                            0.25
               20361201         ABINGDON                                               0.25
               20370101         ANNAPOLIS                                              0.25
               20370101         NORWALK                                                0.25
               20361201         CHARLOTTE                                              0.25
               20361201         RENO                                                   0.25
               20370101         NEW CITY                                               0.25
               20370101         BRICK                                                  0.25
               20361201         PORT SAINT LUCIE                                       0.25
               20361201         LONG BEACH                                             0.25
               20370101         FLORHAM PARK                                           0.25
               20370101         SURPRISE                                               0.25
               20370101         DOWNERS GROVE                                          0.25
               20361201         OLYMPIA                                                0.25
               20361201         SARATOGA                                               0.25
               20361201         REHOBOTH BEACH                                         0.25
               20361201         CLOVIS                                                 0.25
               20361201         FREMONT                                                0.25
               20370101         FT LAUDERDALE                                          0.25
               20370101         NORTH LAS VEGAS                                        0.25
               20370101         ARLINGTON                                              0.25
               20370101         VISALIA                                                0.25
               20361201         BOULDER CREEK                                          0.25
               20361201         FOUNTAIN VALLEY                                        0.25
               20361201         WINNETKA                                               0.25
               20370101         SWANTON                                                0.25
               20220101         HALLANDALE                                             0.25
               20361201         FORT MYERS                                             0.25
               20370101         WILMETTE                                               0.25
               20370101         N HIGHLANDS                                            0.25
               20361201         JACKSONVILLE                                           0.25
               20361201         CHAPEL HILL                                            0.25
               20370101         BRONX                                                  0.25
               20361201         NORMAN                                                 0.25
               20370101         ELMWOOD PARK                                           0.25
               20370101         SACRAMENTO                                             0.25
               20361201         AMERICAN CANYON                                        0.25
               20370101         CENTREVILLE                                            0.25
               20220101         UPPER DARBY                                            0.25
               20361201         BURBANK                                                0.25
               20361201         SEATTLE                                                0.25
               20361201         HENDERSON                                              0.25
               20361201         RENO                                                   0.25
               20370101         BLUFFTON                                               0.25
               20370101         BOCA RATON                                             0.25
               20370101         OXFORD                                                 0.25
               20361201         SALISBURY                                              0.25
               20361201         SAN JOSE                                               0.25
               20361201         PORT ORANGE                                            0.25
               20361201         BRENTWOOD                                              0.25
               20211201         LA VERNE                                               0.25
               20370101         KULA                                                   0.25
               20361201         HOLLISTON                                              0.25
               20361201         THORNWOOD                                              0.25
               20361201         UPLAND                                                 0.25
               20361201         MISSION VIEJO                                          0.25
               20361201         RALEIGH                                                0.25
               20361201         WILLIAMSBURG                                           0.25
               20361201         GILBERT                                                0.25
               20361201         WAYZATA                                                0.25
               20361201         QUOGUE                                                 0.25
               20370101         MERCED                                                 0.25
               20370101         SOUTH HAVEN                                            0.25
               20370101         DURAND                                                 0.25
               20361201         BOISE                                                  0.25
               20361201         ALTOONA                                                0.25
               20361201         ANNANDALE                                              0.25
               20370101         HIGHLAND                                               0.25
               20370101         TENAFLY                                                0.25
               20361201         GLENCOE                                                0.25
               20370101         SCOTTSDALE                                             0.25
               20361201         FAIRFAX STATION                                        0.25
               20370101         DELRAY BEACH                                           0.25
               20370101         CHANDLER                                               0.25
               20370101         LOCUST GROVE                                           0.25
               20361201         WILDWOOD                                               0.25
               20361201         GLENDALE                                               0.25
               20361201         CHAMPLIN                                               0.25
               20361201         O FALLON                                               0.25
               20370101         BIRMINGHAM                                             0.25
               20361201         BAKERSFIELD                                            0.25
               20370101         OREGON CITY                                            0.25
               20370101         GATLINBURG                                             0.25
               20361201         SAN DIEGO                                              0.25
               20361201         HIAWASSEE                                              0.25
               20361201         TUCSON                                                 0.25
               20361201         FORT MILL                                              0.25
               20361201         MIRAMAR                                                0.25
               20370101         AURORA                                                 0.25
               20361201         ANNAPOLIS                                              0.25
               20211201         SAN JOSE                                               0.25
               20370101         MIAMI                                                  0.25
               20370101         SAN LEANDRO                                            0.25
               20220101         HILTON HEAD ISLAND                                     0.25
               20361201         BARRINGTON HILLS                                       0.25
               20361201         LAS VEGAS                                              0.25
               20361201         RENO                                                   0.25
               20361201         LEXINGTON                                              0.25
               20361201         STEVENS                                                0.25
               20361201         HILLSBORO                                              0.25
               20370101         MOORESVILLE                                            0.25
               20370101         DIX HILLS                                              0.25
               20361201         SAN FRANCISCO                                          0.25
               20370101         CHINO HILLS                                            0.25
               20361201         SCOTTSDALE                                             0.25
               20361201         LOS ANGELES                                            0.25
               20370101         CARMEL                                                 0.25
               20370101         GARDNERVILLE                                           0.25
               20370101         OXNARD                                                 0.25
               20211201         EASTON                                                 0.25
               20370101         DENVER                                                 0.25
               20361201         SAN JOSE                                               0.25
               20361201         CHAPEL HILL                                            0.25
               20370101         FOREST HILLS                                           0.25
               20370101         PRIOR LAKE                                             0.25
               20361201         ATLANTA                                                0.25
               20370101         PHOENIX                                                0.25
               20361201         EL CAJON                                               0.25
               20370101         GLADSTONE                                              0.25
               20361201         MEQUON                                                 0.25
               20370101         MIRAMAR                                                0.25
               20361201         HAUGHTON                                               0.25
               20370101         HUNTINGTON BEACH                                       0.25
               20361201         TUSCALOOSA                                             0.25
               20370101         PEORIA                                                 0.25
               20361201         MINERAL BLUFF                                          0.25
               20370101         SCOTTSDALE                                             0.25
               20370101         ALTADENA                                               0.25
               20370101         GLENDALE                                               0.25
               20370101         SAN JOSE                                               0.25
               20370101         WINNETKA                                               0.25
               20370101         APACHE JUNCTION                                        0.25
               20361201         NATICK                                                 0.25
               20370101         ELMHURST                                               0.25
               20370101         BAY HARBOR ISLANDS                                     0.25
               20370101         HINGHAM                                                0.25
               20370101         ALEXANDRIA                                             0.25
               20370101         CHULA VISTA                                            0.25
               20370101         FOREST GROVE                                           0.25
               20361201         SAN FRANCISCO                                          0.25
               20361201         FILER                                                  0.25
               20370101         LAKELAND                                               0.25
               20370101         GOODYEAR                                               0.25
               20370101         BUENA PARK                                             0.25
               20370101         VIRGINIA BEACH                                         0.25
               20370101         JACKSONVILLE                                           0.25
               20361201         EDGEWATER                                              0.25
               20370101         TAMPA                                                  0.25
               20370101         ROCKFORD                                               0.25
               20361201         ANOKA                                                  0.25
               20361201         YORBA LINDA                                            0.25
               20370101         HAMPSTEAD                                              0.25
               20361201         BEL AIR                                                0.25
               20361201         LAS VEGAS                                              0.25
               20370101         DRESDEN                                                0.25
               20370101         NEW RIVER                                              0.25
               20361201         CHANDLER                                               0.25
               20370101         PORTLAND                                               0.25
               20370101         BALTIMORE                                              0.25
               20370101         EL PASO                                                0.25
               20361201         SAINT PETERSBURG                                       0.25
               20361201         SAINT LOUIS                                            0.25
               20370101         HEBRON                                                 0.25
               20370101         MIAMI                                                  0.25
               20370101         DESTIN                                                 0.25
               20361201         PHOENIX                                                0.25
               20370101         CLARKDALE                                              0.25
               20370101         BRADENTON                                              0.25
               20361201         HOWELL                                                 0.25
               20361201         CLOVIS                                                 0.25
               20370101         RICHBORO                                               0.25
               20370101         CHULA VISTA                                            0.25
               20370101         SPOKANE                                                0.25
               20370101         PORTLAND                                               0.25
               20361201         CHATHAM                                                0.25
               20370101         FAIRFIELD                                              0.25
               20370101         SAN JOSE                                               0.25
               20370101         VISALIA                                                0.25
               20361201         CHANDLER                                               0.25
               20361201         SPRINGFIELD                                            0.25
               20211201         MUNDELEIN                                              0.25
               20211201         SAINT AUGUSTINE                                        0.25
               20211201         MONTVILLE                                              0.25
               20370101         ASHLAND                                                0.25
               20370101         ORCHARD LAKE                                           0.25
               20361201         CYPRESS                                                0.25
               20370101         BEL AIR                                                0.25
               20370101         FREEHOLD                                               0.25
               20370101         LA HABRA HEIGHTS                                       0.25
               20370101         GILBERT                                                0.25
               20370101         ARLINGTON HEIGHTS                                      0.25
               20361201         TUCSON                                                 0.25
               20370101         HAMPSTEAD                                              0.25
               20361201         PUYALLUP                                               0.25
               20361201         WHITTIER                                               0.25
               20361201         GLENDALE                                               0.25
               20361201         BOUNTIFUL                                              0.25
               20370101         POTOMAC                                                0.25
               20220101         MONSEY                                                 0.25
               20361201         ESTACADA                                               0.25
               20361201         SAN FRANCISCO                                          0.25
               20370101         SEATTLE                                                0.25
               20370101         PHOENIX                                                0.25
               20370101         WESTPORT                                               0.25
               20370101         PHOENIX                                                0.25
               20370101         ROYERSFORD                                             0.25
               20220101         GRANITE BAY                                            0.25
               20370101         TRACY                                                  0.25
               20370101         GLENDALE                                               0.25
               20361201         UPPER MARLBORO                                         0.25
               20361201         STAUNTON                                               0.25
               20370101         FAIRFIELD                                              0.25
               20370101         SOMERSWORTH                                            0.25
               20370101         CENTRAL ISLIP                                          0.25
               20361201         RANCHO PALOS VERDES                                    0.25
               20370101         STEVENSVILLE                                           0.25
               20370101         MILLBURN                                               0.25
               20370101         STOCKBRIDGE                                            0.25
               20361201         AVONDALE                                               0.25
               20370101         SUWANEE                                                0.25
               20361201         COLORADO SPRINGS                                       0.25
               20361201         SCOTTSDALE                                             0.25
               20370101         OAKLAND                                                0.25
               20370101         MASSAPEQUA                                             0.25
               20361201         HANOVER                                                0.25
               20370101         TUSTIN                                                 0.25
               20370101         WASHINGTON                                             0.25
               20370101         SAN FRANCISCO                                          0.25
               20370101         WELLESLEY                                              0.25
               20370101         VIENNA                                                 0.25
               20370101         SANDY SPRINGS                                          0.25
               20370101         ALAMEDA                                                0.25
               20370101         TAMARAC                                                0.25
               20361201         RANCHO CUCAMONGA                                       0.25
               20370101         SCOTTSDALE                                             0.25
               20370101         GAMBRILLS                                              0.25
               20370101         PORT SAINT LUCIE                                       0.25
               20370101         SAN LEANDRO                                            0.25
               20361201         ARLINGTON                                              0.25
               20370101         SMITHTOWN                                              0.25
               20370101         CHARLOTTE                                              0.25
               20370101         SAINT JAMES                                            0.25
               20370101         MERCERVILLE                                            0.25
               20370101         FREELAND                                               0.25
               20370101         IRVINE                                                 0.25
               20370101         CHICAGO                                                0.25
               20220101         HUGHESVILLE                                            0.25
               20370101         SILVER SPRING                                          0.25
               20370101         WILLITS                                                0.25
               20370101         YORK HARBOR                                            0.25
               20370101         SECAUCUS                                               0.25
               20370101         ALBERT LEA                                             0.25
               20370101         MIAMI                                                  0.25
               20370101         SAN ANTONIO                                            0.25
               20361201         MIAMI                                                  0.25
               20361201         KINGWOOD                                               0.25
               20370101         BATH                                                   0.25
               20361201         CAVE CREEK                                             0.25
               20370101         BRAWLEY                                                0.25
               20370101         NORTH GRAFTON                                          0.25
               20370101         SNELLVILLE                                             0.25
               20370101         NASHVILLE                                              0.25
               20370101         PACIFIC PALISADES                                      0.25
               20370101         HUNTINGTON BEACH                                       0.25
               20370101         TEMPE                                                  0.25
               20361201         PORTLAND                                               0.25
               20361201         BUENA PARK                                             0.25
               20370101         RIO LINDA                                              0.25
               20370101         SIGNAL HILL                                            0.25
               20220101         FRESNO                                                 0.25
               20361201         BREA                                                   0.25
               20370101         MIRAMAR                                                0.25
               20220101         RALEIGH                                                0.25
               20370101         CAPE NEDDICK                                           0.25
               20370101         GALLATIN GATEWAY                                       0.25
               20361201         SEATTLE                                                0.25
               20370101         MOULTONBOROUGH                                         0.25
               20370101         MOULTONBOROUGH                                         0.25
               20370101         HERNDON                                                0.25
               20370101         ANNAPOLIS                                              0.25
               20370101         CANTON                                                 0.25
               20370101         PHOENIX                                                0.25
               20370101         UPLAND                                                 0.25
               20370101         SPOKANE                                                0.25
               20370101         FREDERICK                                              0.25
               20370101         BEND                                                   0.25
               20370101         ATLANTA                                                0.25
               20370101         BURKE                                                  0.25
               20211201         LA HABRA HEIGHTS                                       0.25
               20370101         HINSDALE                                               0.25
               20370101         CALEXICO                                               0.25
               20370101         TOMS RIVER                                             0.25
               20370101         WILTON                                                 0.25
               20370101         WASHINGTON                                             0.25
               20370101         DENVER                                                 0.25
               20361201         TEMECULA                                               0.25
               20370101         PHOENIX                                                0.25
               20361201         SAN CLEMENTE                                           0.25
               20361201         HIGHLAND                                               0.25
               20361201         HIGHLAND                                               0.25
               20361201         ROMOLAND                                               0.25
               20361201         HIGHLAND                                               0.25
               20361201         HIGHLAND                                               0.25
               20361201         HIGHLAND                                               0.25
               20361201         SAN CLEMENTE                                           0.25
               20361201         CORONA                                                 0.25
               20361201         SAN CLEMENTE                                           0.25
               20361201         SAN ANTONIO                                            0.25
               20370101         ENCINITAS                                              0.25
               20370101         CHINO HILLS                                            0.25
               20370101         CHICAGO                                                0.25
               20370101         GENEVA                                                 0.25
               20370101         LEMONT                                                 0.25
               20370101         ARLINGTON                                              0.25
               20370101         DALLAS                                                 0.25
               20220101         ANNAPOLIS                                              0.25
               20370101         MAPLEWOOD                                              0.25
               20370101         GAITHERSBURG                                           0.25
               20370101         CHULA VISTA                                            0.25
               20361201         WASHINGTON                                             0.25
               20370101         OCEAN CITY                                             0.25
               20370101         PEACHTREE CITY                                         0.25
               20370101         CARLISLE                                               0.25
               20370101         HENDERSON                                              0.25
               20370101         WYOMING                                                0.25
               20370101         RANCHO PALOS VERDES                                    0.25
               20370101         LOS ALTOS                                              0.25
               20370101         NEVADA CITY                                            0.25
               20370101         CARY                                                   0.25
               20361201         DISCOVERY BAY                                          0.25
               20370101         CHINO HILLS                                            0.25
               20361201         MICHIGAN CITY                                          0.25
               20370101         FAIRFIELD                                              0.25
               20370101         GLENDALE                                               0.25
               20370101         HAMPTON                                                0.25
               20370101         AUBURN                                                 0.25
               20370101         ATLANTA                                                0.25
               20370101         PORTLAND                                               0.25
               20370101         PAYSON                                                 0.25
               20370101         MEDIA                                                  0.25
               20370101         ALLIANCE                                               0.25
               20370101         LAKE FOREST                                            0.25
               20370101         ORLANDO                                                0.25
               20370101         HOWELL                                                 0.25
               20370101         SMITHTOWN                                              0.25
               20370101         AQUEBOGUE                                              0.25
               20370101         FRESNO                                                 0.25
               20370101         AURORA                                                 0.25
               20370101         SALISBURY                                              0.25
               20370101         LOS ANGELES                                            0.25
               20370101         COCKEYSVILLE                                           0.25
               20370101         BEND                                                   0.25
               20370101         SANDY SPRINGS                                          0.25
               20370101         THOUSAND OAKS                                          0.25
               20370101         MILFORD                                                0.25
               20370101         CARENCRO                                               0.25
               20370101         PARK CITY                                              0.25
               20370101         HINSDALE                                               0.25
               20370101         REDMOND                                                0.25
               20370101         BRIDGEVIEW                                             0.25
               20370101         BETHPAGE                                               0.25
               20370101         SHOREHAM                                               0.25
               20370101         REDWOOD CITY                                           0.25
               20361001         CHULA VISTA                                            0.25
               20361101         JACKSONVILLE                                           0.25
               20360701         AVONDALE                                               0.25
               20361101         WESTPORT                                               0.25
               20370101         REDONDO BEACH                                          0.25
               20370101         WALNUT CREEK                                           0.25
               20361201         BETHESDA                                               0.25
               20370101         LOS GATOS                                              0.25
               20370301         ASHLAND                                                0.25
               20370201         COVINA                                                 0.25
               20370201         RANCHO CUCAMONGA                                       0.25
               20370201         LOS ANGELES                                            0.25
               20370201         LONG BEACH                                             0.25
               20370301         STUDIO CITY                                            0.25
               20220201         MANILLA                                                0.25
               20220201         SALISBURY                                              0.25
               20220201         WALTHAM                                                0.25
               20220101         SANTA CRUZ                                             0.25
               20220201         COPIAGUE                                               0.25
               20220201         NORTH MIAMI                                            0.25
               20220201         WALTHAM                                                0.25
               20220201         WASHINGTON                                             0.25
               20220201         WEST BLOOMFIELD                                        0.25
               20220201         ROOTSTOWN                                              0.25
               20220201         PARADISE VALLEY                                        0.25
               20220201         BAYSIDE                                                0.25
               20220201         DALLAS                                                 0.25
               20220201         RICHMOND                                               0.25
               20220201         SAN DIEGO                                              0.25
               20220201         STANWOOD                                               0.25
               20220201         CARMEL                                                 0.25
               20361201         GLENDALE                                               0.25
               20370101         PHOENIX                                                0.25
               20370101         DESERT HOT SPRINGS                                     0.25
               20370201         MOUNT AIRY                                             0.25
               20370201         HOUSTON                                                0.25
               20370101         HENDERSON                                              0.25
               20370101         PHOENIX                                                0.25
               20361101         CANTON                                                 0.25
               20370301         LOS ALAMITOS                                           0.25
               20370201         SHOREWOOD                                              0.25
               20370201         SAN JACINTO                                            0.25
               20220201         EL DORADO HILLS                                        0.25
               20470301         AZUSA                                                  0.25
               20370201         UPPER MARLBORO                                         0.25
               20370201         DUBLIN                                                 0.25
               20470201         DENVER                                                 0.25
               20370301         NORTH PORT                                             0.25
               20470401         POMONA                                                 0.25
               20370301         BROOKLINE                                              0.25
               20370201         NEW YORK                                               0.25
               20370101         BRIARWOOD                                              0.25
               20370301         BROOKLYN                                               0.25
               20370201         NEW YORK                                               0.25
               20220201         JAMAICA                                                0.25
               20370201         BROOKLYN                                               0.25
               20370101         LARCHMONT                                              0.25
               20370201         MIAMI LAKES                                            0.25
               20370201         STERLING HEIGHTS                                       0.25
               20370201         MOUNT KISCO                                            0.25
               20370101         YONKERS                                                0.25
               20370201         FAIRVIEW                                               0.25
               20370101         ACTON                                                  0.25
               20470201         DAVIE                                                  0.25
               20370101         LOS ANGELES                                            0.25
               20370301         HIALEAH                                                0.25
               20370201         BRONX                                                  0.25
               20370301         HUNTINGTON                                             0.25
               20370201         SANDS POINT                                            0.25
               20370101         BRANDYWINE                                             0.25
               20370201         BRENTWOOD                                              0.25
               20370101         EAST ELMHURST                                          0.25
               20370101         HARPER WOODS                                           0.25
               20370301         SAN FRANCISCO                                          0.25
               20370201         EAST HAMPTON                                           0.25
               20370101         WEST PLAINS                                            0.25
               20370301         MILFORD                                                0.25
               20370301         STATEN ISLAND                                          0.25
               20370301         STREETSBORO                                            0.25
               20370201         MACOMB                                                 0.25
               20370301         STATEN ISLAND                                          0.25
               20370201         MATTHEWS                                               0.25
               20470201         GILLETTE                                               0.25
               20370201         BOUNTIFUL                                              0.25
               20470201         HOUSTON                                                0.25
               20370201         D'IBERVILLE                                            0.25
               20370201         SAN LEANDRO                                            0.25
               20370201         CHICAGO                                                0.25
               20370201         ELGIN                                                  0.25
               20370301         NEW YORK                                               0.25
               20370201         MARENGO                                                0.25
               20370201         FALLS CHURCH                                           0.25
               20370201         PROVO                                                  0.25
               20370301         MISHAWAKA                                              0.25
               20370201         HOWARD BEACH                                           0.25
               20370201         HERNDON                                                0.25
               20370201         CORONA                                                 0.25
               20370201         LITTLE ROCK                                            0.25
               20370201         REUNION                                                0.25
               20470301         HAMILTON                                               0.25
               20370201         ELMHURST                                               0.25
               20470201         LOS ANGELES                                            0.25
               20470201         POINT REYES STATION                                    0.25
               20370201         BUFFALO GROVE                                          0.25
               20470201         PORTLAND                                               0.25
               20470301         ANDOVER                                                0.25
               20370201         SPRING VALLEY                                          0.25
               20470201         RIVERTON                                               0.25
               20370301         SCHAUMBURG                                             0.25
               20370201         HOUSTON                                                0.25
               20370201         DUNEDIN                                                0.25
               20370201         ATLANTA                                                0.25
               20370301         BROOKLYN                                               0.25
               20370301         STATEN ISLAND                                          0.25
               20370201         RANDALLSTOWN                                           0.25
               20470401         TAUNTON                                                0.25
               20470301         EL CAJON                                               0.25
               20370301         SEASIDE                                                0.25
               20370201         SUGAR LAND                                             0.25
               20370201         ADDISON                                                0.25
               20370301         STERLING HEIGHTS                                       0.25
               20370201         CUMMING                                                0.25
               20370301         GRAND RAPIDS                                           0.25
               20470201         CLIFTON                                                0.25
               20370301         FONTANA                                                0.25
               20370301         CHICAGO                                                0.25
               20370201         COLLIERVILLE                                           0.25
               20370201         SOUTHGATE                                              0.25
               20370201         GLENVIEW                                               0.25
               20370301         WOODLAND                                               0.25
               20370201         LEMONT                                                 0.25
               20370201         PISMO BEACH                                            0.25
               20370301         PALMDALE                                               0.25
               20470301         LOS ANGELES                                            0.25
               20370201         SACRAMENTO                                             0.25
               20370201         SANTA FE                                               0.25
               20370201         LAS VEGAS                                              0.25
               20370301         PIEDMONT                                               0.25
               20370301         AUBURN                                                 0.25
               20361101         WYOMING                                                0.25
               20370201         MISHAWAKA                                              0.25
               20370201         SAINT CLAIR                                            0.25
               20370301         FAIRBURN                                               0.25
               20370201         AZLE                                                   0.25
               20370301         HOUSTON                                                0.25
               20370301         HUNTINGTON BEACH                                       0.25
               20370301         LOS ANGELES                                            0.25
               20370301         BRUNSWICK                                              0.25
               20370301         LONG BEACH                                             0.25
               20370301         MOUNT KISCO                                            0.25
               20470301         SANTA ANA                                              0.25
               20370301         Evans                                                  0.25
               20370301         Washington                                             0.25
               20370201         Washington                                             0.25
               20370301         Leesburg                                               0.25
               20370301         Falls Church                                           0.25
               20370301         Washington                                             0.25
               20370301         North Lauderdale                                       0.25
               20370301         Ashburn                                                0.25
               20370301         Brighton                                               0.25
               20370301         Bowie                                                  0.25
               20370301         Williamsburg                                           0.25
               20370301         HUNTINGTON BEACH                                       0.25
               20370301         VENTURA                                                0.25
               20370301         LAS VEGAS                                              0.25
               20370301         ELIZABETH                                              0.25
               20370301         MOUNTAIN VIEW                                          0.25
               20370301         SIMI VALLEY                                            0.25
               20370301         OXNARD                                                 0.25
               20370301         LADERA RANCH AREA                                      0.25
               20370301         IRVINE                                                 0.25
               20370301         ROUND ROCK                                             0.25
               20370301         TRACY                                                  0.25
               20370301         QUEEN CREEK                                            0.25
               20370301         FORNEY                                                 0.25
               20370301         AMERICAN CANYON                                        0.25
               20370301         ROSEVILLE                                              0.25
               20370301         SALINAS                                                0.25
               20370301         SAN DIEGO                                              0.25
               20370201         WASHINGTON                                             0.25

             MATURITY_DATE          MSERV              LPMI
               20210601             0.012               0
               20210901             0.012               0
               20360901             0.012               0
               20361101             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20210301             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20360701             0.012               0
               20211201             0.012               0
               20360801             0.012               0
               20260801             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20360801             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20360901             0.012               0
               20360901             0.012               0
               20360801             0.012               0
               20361001             0.012               0
               20360901             0.012               0
               20361201             0.012               0
               20361001             0.012               0
               20211201             0.012               0
               20361001             0.012               0
               20370101             0.012            1.35
               20211001             0.012               0
               20361001             0.012               0
               20361201             0.012               0
               20360901             0.012               0
               20370101             0.012               0
               20361101             0.012               0
               20361001             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012            0.85
               20370101             0.012               0
               20211101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20211201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20220101             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20211201             0.012               0
               20220101             0.012               0
               20370101             0.012               0
               20211201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361101             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20211201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20211201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20370101             0.012             0.4
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012            0.85
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20211201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20220101             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20220101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20211201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012            1.15
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20361201             0.012            0.13
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012            1.15
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20211201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20220101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20361201             0.012               0
               20361201             0.012               0
               20370101             0.012               0
               20370101             0.012               0
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             MATURITY_DATE             ZIP_CODE                          STATED_ORIGINAL_TERM
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               20210901                 30305                                      180
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               20361201                 60040                                      360
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               20211201                 33629                                      180
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               20211201                 36542                                      180
               20361201                 89431                                      360
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               20361201                 91506                                      360
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               20361201                 11959                                      360
               20370101                 95348                                      360
               20370101                 49090                                      360
               20370101                 48429                                      360
               20361201                 83704                                      360
               20361201                 50009                                      360
               20361201                 22003                                      360
               20370101                 92346                                      360
               20370101                  7670                                      360
               20361201                 60022                                      360
               20370101                 85250                                      360
               20361201                 22039                                      360
               20370101                 33444                                      360
               20370101                 85225                                      360
               20370101                 30248                                      360
               20361201                 63069                                      360
               20361201                 85308                                      360
               20361201                 55316                                      360
               20361201                 62269                                      360
               20370101                 35244                                      360
               20361201                 93305                                      360
               20370101                 97045                                      360
               20370101                 37738                                      360
               20361201                 92154                                      360
               20361201                 30546                                      360
               20361201                 85749                                      360
               20361201                 29715                                      360
               20361201                 33029                                      360
               20370101                 80011                                      360
               20361201                 21401                                      360
               20211201                 95148                                      180
               20370101                 33056                                      360
               20370101                 94577                                      360
               20220101                 29928                                      180
               20361201                 60010                                      360
               20361201                 89129                                      360
               20361201                 89521                                      360
               20361201                 40517                                      360
               20361201                 17578                                      360
               20361201                 97124                                      360
               20370101                 28117                                      360
               20370101                 11746                                      360
               20361201                 94122                                      360
               20370101                 91709                                      360
               20361201                 85262                                      360
               20361201                 90048                                      360
               20370101                 93923                                      360
               20370101                 89460                                      360
               20370101                 93033                                      360
               20211201                  2356                                      180
               20370101                 80207                                      360
               20361201                 95116                                      360
               20361201                 27516                                      360
               20370101                 11375                                      360
               20370101                 55372                                      360
               20361201                 30326                                      360
               20370101                 85018                                      360
               20361201                 92021                                      360
               20370101                 97027                                      360
               20361201                 53092                                      360
               20370101                 33029                                      360
               20361201                 71037                                      360
               20370101                 92646                                      360
               20361201                 35405                                      360
               20370101                 85382                                      360
               20361201                 30559                                      360
               20370101                 85255                                      360
               20370101                 91001                                      360
               20370101                 85310                                      360
               20370101                 95124                                      360
               20370101                 60093                                      360
               20370101                 85219                                      360
               20361201                  1760                                      360
               20370101                 60126                                      360
               20370101                 33154                                      360
               20370101                  2043                                      360
               20370101                 22301                                      360
               20370101                 91911                                      360
               20370101                 18922                                      360
               20361201                 94117                                      360
               20361201                 83328                                      360
               20370101                 33803                                      360
               20370101                 85338                                      360
               20370101                 90620                                      360
               20370101                 23452                                      360
               20370101                 32210                                      360
               20361201                 21037                                      360
               20370101                 33614                                      360
               20370101                 49341                                      360
               20361201                 55303                                      360
               20361201                 92887                                      360
               20370101                 21074                                      360
               20361201                 21015                                      360
               20361201                 89144                                      360
               20370101                  4342                                      360
               20370101                 85087                                      360
               20361201                 85249                                      360
               20370101                 97206                                      360
               20370101                 21208                                      360
               20370101                 79912                                      360
               20361201                 33712                                      360
               20361201                 63131                                      360
               20370101                 21830                                      360
               20370101                 33176                                      360
               20370101                 32541                                      360
               20361201                 85086                                      360
               20370101                 86324                                      360
               20370101                 34202                                      360
               20361201                 48843                                      360
               20361201                 93619                                      360
               20370101                 18954                                      360
               20370101                 91914                                      360
               20370101                 99207                                      360
               20370101                 97212                                      360
               20361201                  7928                                      360
               20370101                 94534                                      360
               20370101                 95128                                      360
               20370101                 93291                                      360
               20361201                 85249                                      360
               20361201                 22152                                      360
               20211201                 60060                                      180
               20211201                 32086                                      180
               20211201                  7045                                      180
               20370101                 97520                                      360
               20370101                 48324                                      360
               20361201                 77433                                      360
               20370101                 21015                                      360
               20370101                  7728                                      360
               20370101                 90631                                      360
               20370101                 85233                                      360
               20370101                 60004                                      360
               20361201                 85745                                      360
               20370101                 28443                                      360
               20361201                 98374                                      360
               20361201                 90601                                      360
               20361201                 85303                                      360
               20361201                 84010                                      360
               20370101                 20854                                      360
               20220101                 10952                                      180
               20361201                 97023                                      360
               20361201                 94112                                      360
               20370101                 98115                                      360
               20370101                 85053                                      360
               20370101                  6880                                      360
               20370101                 85032                                      360
               20370101                 19468                                      360
               20220101                 95746                                      180
               20370101                 95377                                      360
               20370101                 45246                                      360
               20361201                 20772                                      360
               20361201                 24401                                      360
               20370101                  6824                                      360
               20370101                  3878                                      360
               20370101                 11722                                      360
               20361201                 90275                                      360
               20370101                 21666                                      360
               20370101                  7041                                      360
               20370101                 30281                                      360
               20361201                 19311                                      360
               20370101                 30024                                      360
               20361201                 80920                                      360
               20361201                 85254                                      360
               20370101                 94605                                      360
               20370101                 11758                                      360
               20361201                  2339                                      360
               20370101                 92780                                      360
               20370101                 20007                                      360
               20370101                 94132                                      360
               20370101                  2482                                      360
               20370101                 22180                                      360
               20370101                 30328                                      360
               20370101                 94502                                      360
               20370101                 33321                                      360
               20361201                 91739                                      360
               20370101                 85262                                      360
               20370101                 21054                                      360
               20370101                 34984                                      360
               20370101                 94577                                      360
               20361201                 76012                                      360
               20370101                 11787                                      360
               20370101                 28273                                      360
               20370101                 11780                                      360
               20370101                  8619                                      360
               20370101                 21053                                      360
               20370101                 92606                                      360
               20370101                 60645                                      360
               20220101                 20637                                      180
               20370101                 20906                                      360
               20370101                 95490                                      360
               20370101                  3911                                      360
               20370101                  7094                                      360
               20370101                 56007                                      360
               20370101                 33134                                      360
               20370101                 78250                                      360
               20361201                 33184                                      360
               20361201                 77339                                      360
               20370101                  4530                                      360
               20361201                 85331                                      360
               20370101                 92227                                      360
               20370101                  1536                                      360
               20370101                 30078                                      360
               20370101                 37201                                      360
               20370101                 90272                                      360
               20370101                 92647                                      360
               20370101                 85284                                      360
               20361201                 97216                                      360
               20361201                 90620                                      360
               20370101                 95673                                      360
               20370101                 90755                                      360
               20220101                 93720                                      180
               20361201                 92821                                      360
               20370101                 33025                                      360
               20220101                 27607                                      180
               20370101                  3902                                      360
               20370101                 59730                                      360
               20361201                 98125                                      360
               20370101                  3254                                      360
               20370101                  3254                                      360
               20370101                 20171                                      360
               20370101                 21401                                      360
               20370101                  2021                                      360
               20370101                 85048                                      360
               20370101                 91786                                      360
               20370101                 99207                                      360
               20370101                 21704                                      360
               20370101                 97701                                      360
               20370101                 30338                                      360
               20370101                 22015                                      360
               20211201                 90631                                      180
               20370101                 60521                                      360
               20370101                 92231                                      360
               20370101                  8753                                      360
               20370101                  6897                                      360
               20370101                 20015                                      360
               20370101                 80202                                      360
               20361201                 92592                                      360
               20370101                 85085                                      360
               20361201                 92673                                      360
               20361201                 92346                                      360
               20361201                 92346                                      360
               20361201                 92585                                      360
               20361201                 92346                                      360
               20361201                 92346                                      360
               20361201                 92346                                      360
               20361201                 92673                                      360
               20361201                 92880                                      360
               20361201                 92673                                      360
               20361201                 78233                                      360
               20370101                 92024                                      360
               20370101                 91709                                      360
               20370101                 60614                                      360
               20370101                 60134                                      360
               20370101                 60439                                      360
               20370101                 22207                                      360
               20370101                 97338                                      360
               20220101                 21401                                      180
               20370101                 55109                                      360
               20370101                 20879                                      360
               20370101                 91911                                      360
               20361201                 20001                                      360
               20370101                 21842                                      360
               20370101                 30269                                      360
               20370101                 50047                                      360
               20370101                 89012                                      360
               20370101                 49509                                      360
               20370101                 90275                                      360
               20370101                 94024                                      360
               20370101                 95959                                      360
               20370101                 27519                                      360
               20361201                 94514                                      360
               20370101                 91709                                      360
               20361201                 46360                                      360
               20370101                  6824                                      360
               20370101                 85301                                      360
               20370101                 23669                                      360
               20370101                 95603                                      360
               20370101                 30318                                      360
               20370101                 97206                                      360
               20370101                 84651                                      360
               20370101                 19063                                      360
               20370101                 44601                                      360
               20370101                 60045                                      360
               20370101                 32814                                      360
               20370101                 48843                                      360
               20370101                 11787                                      360
               20370101                 11931                                      360
               20370101                 93720                                      360
               20370101                 80016                                      360
               20370101                 21801                                      360
               20370101                 90024                                      360
               20370101                 21030                                      360
               20370101                 97702                                      360
               20370101                 30328                                      360
               20370101                 91320                                      360
               20370101                 48380                                      360
               20370101                 70520                                      360
               20370101                 84098                                      360
               20370101                 60521                                      360
               20370101                 97756                                      360
               20370101                 60455                                      360
               20370101                 11714                                      360
               20370101                 11786                                      360
               20370101                 94062                                      360
               20361001                 91913                                      360
               20361101                 32250                                      360
               20360701                 85323                                      360
               20361101                  6880                                      360
               20370101                 90277                                      360
               20370101                 94595                                      360
               20361201                 20817                                      360
               20370101                 95032                                      360
               20370301                 97520                                      360
               20370201                 91724                                      360
               20370201                 91701                                      360
               20370201                 90065                                      360
               20370201                 90808                                      360
               20370301                 91604                                      360
               20220201                 46150                                      180
               20220201                 21801                                      180
               20220201                  2451                                      180
               20220101                 95062                                      180
               20220201                 11726                                      180
               20220201                 33168                                      180
               20220201                  2452                                      180
               20220201                 20007                                      180
               20220201                 48323                                      180
               20220201                 44272                                      180
               20220201                 85253                                      180
               20220201                 11361                                      180
               20220201                 75205                                      180
               20220201                 23235                                      180
               20220201                 92120                                      180
               20220201                 98292                                      180
               20220201                 46033                                      180
               20361201                 85310                                      360
               20370101                 85085                                      360
               20370101                 92240                                      360
               20370201                 21771                                      360
               20370201                 77083                                      360
               20370101                 89044                                      360
               20370101                 85085                                      360
               20361101                 48187                                      360
               20370301                 90720                                      360
               20370201                 55331                                      360
               20370201                 92583                                      360
               20220201                 95762                                      180
               20470301                 91702                                      360
               20370201                 20774                                      360
               20370201                 94568                                      360
               20470201                 80229                                      360
               20370301                 34286                                      360
               20470401                 10970                                      360
               20370301                  2445                                      360
               20370201                 10021                                      360
               20370101                 11435                                      360
               20370301                 11209                                      360
               20370201                 10021                                      360
               20220201                 11432                                      180
               20370201                 11209                                      360
               20370101                 10538                                      360
               20370201                 33014                                      360
               20370201                 48310                                      360
               20370201                 10549                                      360
               20370101                 10705                                      360
               20370201                  7022                                      360
               20370101                  1720                                      360
               20470201                 33324                                      360
               20370101                 90018                                      360
               20370301                 33013                                      360
               20370201                 10462                                      360
               20370301                 11743                                      360
               20370201                 11050                                      360
               20370101                 20613                                      360
               20370201                 11717                                      360
               20370101                 11369                                      360
               20370101                 48225                                      180
               20370301                 94114                                      360
               20370201                 11937                                      360
               20370101                 65775                                      180
               20370301                  6460                                      180
               20370301                 10312                                      360
               20370301                 44241                                      360
               20370201                 48044                                      180
               20370301                 10303                                      360
               20370201                 28104                                      360
               20470201                 82716                                      360
               20370201                 84010                                      180
               20470201                 77070                                      360
               20370201                 39540                                      360
               20370201                 94577                                      180
               20370201                 60647                                      180
               20370201                 60123                                      180
               20370301                 10016                                      360
               20370201                 60152                                      180
               20370201                 22042                                      360
               20370201                 84604                                      360
               20370301                 46545                                      180
               20370201                 11414                                      360
               20370201                 20171                                      360
               20370201                 92881                                      360
               20370201                 72103                                      360
               20370201                 34747                                      360
               20470301                 45011                                      360
               20370201                 60126                                      180
               20470201                 91326                                      360
               20470201                 94956                                      360
               20370201                 60089                                      180
               20470201                 97206                                      360
               20470301                  7821                                      360
               20370201                 91977                                      360
               20470201                 84096                                      360
               20370301                 60195                                      180
               20370201                 77047                                      360
               20370201                 34698                                      360
               20370201                 30327                                      360
               20370301                 11223                                      360
               20370301                 10305                                      360
               20370201                 21133                                      360
               20470401                  2780                                      360
               20470301                 92021                                      360
               20370301                 93955                                      360
               20370201                 77478                                      360
               20370201                 60101                                      180
               20370301                 48313                                      180
               20370201                 30041                                      360
               20370301                 49504                                      360
               20470201                  7011                                      360
               20370301                 53125                                      180
               20370301                 60647                                      360
               20370201                 38017                                      360
               20370201                 48195                                      180
               20370201                 60025                                      180
               20370301                 95776                                      360
               20370201                 60439                                      180
               20370201                 93449                                      360
               20370301                 93551                                      360
               20470301                 90034                                      360
               20370201                 95814                                      180
               20370201                 87506                                      360
               20370201                 89117                                      180
               20370301                 94610                                      360
               20370301                 95603                                      360
               20361101                 49548                                      180
               20370201                 46545                                      180
               20370201                 48079                                      360
               20370301                 30213                                      360
               20370201                 76020                                      360
               20370301                 77005                                      360
               20370301                 92648                                      360
               20370301                 90040                                      360
               20370301                 31520                                      360
               20370301                 90808                                      360
               20370301                 10549                                      360
               20470301                 92701                                      360
               20370301                 80620                                      360
               20370301                 20002                                      360
               20370201                 20009                                      360
               20370301                 20176                                      360
               20370301                 22046                                      360
               20370301                 20008                                      360
               20370301                 33068                                      360
               20370301                 20148                                      360
               20370301                  2135                                      360
               20370301                 20720                                      360
               20370301                 23188                                      360
               20370301                 92649                                      360
               20370301                 93004                                      360
               20370301                 89122                                      360
               20370301                 80107                                      360
               20370301                 94043                                      360
               20370301                 93065                                      360
               20370301                 93036                                      360
               20370301                 92694                                      360
               20370301                 92620                                      360
               20370301                 78681                                      360
               20370301                 95377                                      360
               20370301                 85242                                      360
               20370301                 75126                                      360
               20370301                 94503                                      360
               20370301                 95747                                      360
               20370301                 93905                                      360
               20370301                 92127                                      360
               20370201                 20002                                      360

              MATURITY_DATE        PROPTYPE                       LIEN
               20210601         Single Family                  First Lien
               20210901         Single Family                  First Lien
               20360901         Single Family                  First Lien
               20361101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Condominium                    First Lien
               20210301         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20360701         PUD                            First Lien
               20211201         Single Family                  First Lien
               20360801         Single Family                  First Lien
               20260801         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20360801         PUD                            First Lien
               20361201         PUD                            First Lien
               20370101         CO-OP                          First Lien
               20360901         PUD                            First Lien
               20360901         Single Family                  First Lien
               20360801         Single Family                  First Lien
               20361001         Single Family                  First Lien
               20360901         Single Family                  First Lien
               20361201         CO-OP                          First Lien
               20361001         Condominium                    First Lien
               20211201         Single Family                  First Lien
               20361001         Single Family                  First Lien
               20370101         PUD                            First Lien
               20211001         Single Family                  First Lien
               20361001         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20360901         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361101         Single Family                  First Lien
               20361001         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         CO-OP                          First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20361201         2-4 Family                     First Lien
               20361201         Single Family                  First Lien
               20361201         Condominium                    First Lien
               20361201         Single Family                  First Lien
               20370101         PUD                            First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         PUD                            First Lien
               20361201         Single Family                  First Lien
               20361201         2-4 Family                     First Lien
               20361201         Single Family                  First Lien
               20370101         PUD                            First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         Condominium                    First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Condominium                    First Lien
               20211101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20211201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         PUD                            First Lien
               20220101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20211201         Single Family                  First Lien
               20220101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20211201         Single Family                  First Lien
               20370101         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         2-4 Family                     First Lien
               20361101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20361201         Single Family                  First Lien
               20211201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Condominium                    First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Condominium                    First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20361201         Single Family                  First Lien
               20370101         PUD                            First Lien
               20361201         Condominium                    First Lien
               20211201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         CO-OP                          First Lien
               20361201         PUD                            First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         PUD                            First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         PUD                            First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         Condominium                    First Lien
               20211201         Single Family                  First Lien
               20361201         Condominium                    First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Condominium                    First Lien
               20361201         PUD                            First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20220101         Condominium                    First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         2-4 Family                     First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20220101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20361201         Single Family                  First Lien
               20211201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         2-4 Family                     First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         PUD                            First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20211201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20220101         Condominium                    First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20361201         Condominium                    First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Condominium                    First Lien
               20211201         Single Family                  First Lien
               20370101         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Condominium                    First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         PUD                            First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Condominium                    First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Condominium                    First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Condominium                    First Lien
               20361201         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20211201         Single Family                  First Lien
               20211201         PUD                            First Lien
               20211201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         PUD                            First Lien
               20220101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20220101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         Condominium                    First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         2-4 Family                     First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Condominium                    First Lien
               20370101         Condominium                    First Lien
               20361201         PUD                            First Lien
               20370101         PUD                            First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20220101         PUD                            First Lien
               20370101         Condominium                    First Lien
               20370101         Single Family                  First Lien
               20370101         Condominium                    First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Condominium                    First Lien
               20370101         PUD                            First Lien
               20361201         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Condominium                    First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20361201         Condominium                    First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20220101         Single Family                  First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20220101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20211201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Condominium                    First Lien
               20361201         PUD                            First Lien
               20370101         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Condominium                    First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20220101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Condominium                    First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20361201         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Condominium                    First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Condominium                    First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         PUD                            First Lien
               20370101         Condominium                    First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361001         PUD                            First Lien
               20361101         Single Family                  First Lien
               20360701         PUD                            First Lien
               20361101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20361201         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370301         Single Family                  First Lien
               20370201         Condominium                    First Lien
               20370201         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20220201         Single Family                  First Lien
               20220201         PUD                            First Lien
               20220201         Single Family                  First Lien
               20220101         PUD                            First Lien
               20220201         Condominium                    First Lien
               20220201         Single Family                  First Lien
               20220201         Single Family                  First Lien
               20220201         Single Family                  First Lien
               20220201         Condominium                    First Lien
               20220201         Single Family                  First Lien
               20220201         Single Family                  First Lien
               20220201         2-4 Family                     First Lien
               20220201         Single Family                  First Lien
               20220201         Single Family                  First Lien
               20220201         Single Family                  First Lien
               20220201         Single Family                  First Lien
               20220201         PUD                            First Lien
               20361201         PUD                            First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370201         PUD                            First Lien
               20370101         PUD                            First Lien
               20370101         Single Family                  First Lien
               20361101         Condominium                    First Lien
               20370301         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20220201         Single Family                  First Lien
               20470301         Condominium                    First Lien
               20370201         PUD                            First Lien
               20370201         Condominium                    First Lien
               20470201         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20470401         Condominium                    First Lien
               20370301         Single Family                  First Lien
               20370201         CO-OP                          First Lien
               20370101         CO-OP                          First Lien
               20370301         CO-OP                          First Lien
               20370201         CO-OP                          First Lien
               20220201         CO-OP                          First Lien
               20370201         CO-OP                          First Lien
               20370101         CO-OP                          First Lien
               20370201         Condominium                    First Lien
               20370201         Single Family                  First Lien
               20370201         Condominium                    First Lien
               20370101         CO-OP                          First Lien
               20370201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20470201         PUD                            First Lien
               20370101         2-4 Family                     First Lien
               20370301         Single Family                  First Lien
               20370201         CO-OP                          First Lien
               20370301         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370101         PUD                            First Lien
               20370201         Single Family                  First Lien
               20370101         2-4 Family                     First Lien
               20370101         Single Family                  First Lien
               20370301         Condominium                    First Lien
               20370201         Single Family                  First Lien
               20370101         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20370301         2-4 Family                     First Lien
               20370301         PUD                            First Lien
               20370201         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20370201         PUD                            First Lien
               20470201         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20470201         PUD                            First Lien
               20370201         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370301         CO-OP                          First Lien
               20370201         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20370201         CO-OP                          First Lien
               20370201         PUD                            First Lien
               20370201         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370201         PUD                            First Lien
               20470301         PUD                            First Lien
               20370201         Single Family                  First Lien
               20470201         Condominium                    First Lien
               20470201         Single Family                  First Lien
               20370201         Hi-Rise Condo                  First Lien
               20470201         Single Family                  First Lien
               20470301         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20470201         Single Family                  First Lien
               20370301         Hi-Rise Condo                  First Lien
               20370201         PUD                            First Lien
               20370201         Single Family                  First Lien
               20370201         PUD                            First Lien
               20370301         2-4 Family                     First Lien
               20370301         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20470401         Single Family                  First Lien
               20470301         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20370201         PUD                            First Lien
               20370201         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20370201         PUD                            First Lien
               20370301         Single Family                  First Lien
               20470201         Single Family                  First Lien
               20370301         PUD                            First Lien
               20370301         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370201         Condominium                    First Lien
               20370301         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20470301         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370201         PUD                            First Lien
               20370201         PUD                            First Lien
               20370301         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20361101         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370201         Single Family                  First Lien
               20370301         PUD                            First Lien
               20370201         PUD                            First Lien
               20370301         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20370301         Condominium                    First Lien
               20470301         Single Family                  First Lien
               20370301         PUD                            First Lien
               20370301         2-4 Family                     First Lien
               20370201         2-4 Family                     First Lien
               20370301         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20370301         PUD                            First Lien
               20370301         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20370301         Single Family                  First Lien
               20370301         PUD                            First Lien
               20370301         Single Family                  First Lien
               20370301         PUD                            First Lien
               20370301         PUD                            First Lien
               20370301         PUD                            First Lien
               20370301         PUD                            First Lien
               20370301         Condominium                    First Lien
               20370301         PUD                            First Lien
               20370301         PUD                            First Lien
               20370301         PUD                            First Lien
               20370301         PUD                            First Lien
               20370301         PUD                            First Lien
               20370301         PUD                            First Lien
               20370301         Single Family                  First Lien
               20370301         PUD                            First Lien
               20370301         Single Family                  First Lien
               20370301         Condominium                    First Lien
               20370201         Single Family                  First Lien

              MATURITY_DATE                            CURRENT_GROSS_COUPON                        CURRENT_NET_COUPON
               20210601                                       6.125                                   5.863
               20210901                                       7.375                                   7.113
               20360901                                       6.875                                   6.613
               20361101                                         6.5                                   6.238
               20370101                                         6.5                                   6.238
               20370101                                       6.375                                   6.113
               20370101                                        6.25                                   5.988
               20210301                                        6.25                                   5.988
               20361201                                         6.5                                   6.238
               20370101                                       6.625                                   6.363
               20361201                                        6.25                                   5.988
               20360701                                        7.25                                   6.988
               20211201                                       6.375                                   6.113
               20360801                                       6.625                                   6.363
               20260801                                       6.625                                   6.363
               20361201                                       6.625                                   6.363
               20361201                                       6.625                                   6.363
               20361201                                       6.625                                   6.363
               20360801                                           7                                   6.738
               20361201                                       5.875                                   5.613
               20370101                                       6.375                                   6.113
               20360901                                       6.625                                   6.363
               20360901                                        6.75                                   6.488
               20360801                                       6.625                                   6.363
               20361001                                        6.75                                   6.488
               20360901                                        6.25                                   5.988
               20361201                                       6.375                                   6.113
               20361001                                       6.625                                   6.363
               20211201                                           6                                   5.738
               20361001                                       6.375                                   6.113
               20370101                                       6.875                                   5.263
               20211001                                        6.75                                   6.488
               20361001                                       6.625                                   6.363
               20361201                                         6.5                                   6.238
               20360901                                       6.625                                   6.363
               20370101                                       6.375                                   6.113
               20361101                                       6.875                                   6.613
               20361001                                       7.125                                   6.863
               20370101                                        6.25                                   5.988
               20361201                                       6.375                                   6.113
               20361201                                       6.375                                   6.113
               20361201                                       6.625                                   6.363
               20361101                                       6.375                                   6.113
               20370101                                       6.375                                   6.113
               20361201                                         6.5                                   6.238
               20361201                                       6.375                                   6.113
               20361201                                        6.25                                   5.988
               20361201                                         6.5                                   6.238
               20370101                                       6.375                                   6.113
               20361201                                         6.5                                   6.238
               20361201                                           7                                   6.738
               20361201                                         6.5                                   6.238
               20370101                                       6.625                                   6.363
               20361201                                       6.625                                   6.363
               20370101                                        6.25                                   5.988
               20361201                                       6.375                                   6.113
               20361201                                         6.5                                   6.238
               20361201                                       6.375                                   6.113
               20370101                                       6.375                                   6.113
               20361201                                        6.75                                   6.488
               20361201                                       6.375                                   6.113
               20370101                                       6.375                                   6.113
               20361201                                       6.375                                   6.113
               20361201                                        6.75                                   6.488
               20370101                                        6.25                                   5.988
               20361201                                        6.25                                   5.988
               20361201                                        6.75                                   5.638
               20370101                                         6.5                                   6.238
               20211101                                           6                                   5.738
               20370101                                       6.625                                   6.363
               20361201                                         6.5                                   6.238
               20361201                                       6.625                                   6.363
               20370101                                         6.5                                   6.238
               20361201                                         6.5                                   6.238
               20361201                                       6.375                                   6.113
               20361201                                        7.25                                   6.988
               20361201                                       6.375                                   6.113
               20361201                                        6.75                                   6.488
               20211201                                       6.125                                   5.863
               20361201                                         6.5                                   6.238
               20361201                                       6.375                                   6.113
               20370101                                         6.5                                   6.238
               20361201                                       6.875                                   6.613
               20370101                                         6.5                                   6.238
               20220101                                           6                                   5.738
               20370101                                        6.25                                   5.988
               20370101                                       6.375                                   6.113
               20361201                                        6.25                                   5.988
               20361201                                        6.25                                   5.988
               20370101                                         6.5                                   6.238
               20211201                                        6.25                                   5.988
               20220101                                         6.5                                   6.238
               20370101                                        6.75                                   6.488
               20211201                                           6                                   5.738
               20370101                                       6.875                                   6.613
               20361201                                       7.375                                   7.113
               20361201                                       6.625                                   6.363
               20361201                                         6.5                                   6.238
               20361101                                         6.5                                   6.238
               20370101                                        6.25                                   5.988
               20370101                                        7.25                                   6.988
               20370101                                       6.375                                   6.113
               20361201                                       6.375                                   6.113
               20370101                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
               20361201                                       6.625                                   6.363
               20361201                                        6.25                                   5.988
               20361201                                         6.5                                   6.238
               20211201                                           6                                   5.738
               20361201                                       6.625                                   6.363
               20361201                                         6.5                                   6.238
               20361201                                        6.25                                   5.988
               20361201                                       6.875                                   6.613
               20370101                                       6.625                                   6.363
               20361201                                       6.375                                   6.113
               20361201                                        6.75                                   6.488
               20361201                                         6.5                                   6.238
               20370101                                        6.75                                   6.488
               20361201                                       6.375                                   6.113
               20361201                                        6.25                                   5.988
               20361201                                         6.5                                   6.238
               20361201                                       6.625                                   6.363
               20361201                                           7                                   6.738
               20361201                                         6.5                                   6.238
               20370101                                       6.375                                   6.113
               20361201                                        6.25                                   5.988
               20361201                                       6.625                                   6.363
               20370101                                       6.375                                   6.113
               20361201                                         6.5                                   6.238
               20211201                                           6                                   5.738
               20361201                                        6.75                                   6.488
               20370101                                       6.875                                   6.613
               20370101                                       6.375                                   6.113
               20370101                                        6.25                                   5.988
               20370101                                       6.875                                   6.213
               20361201                                        6.25                                   5.988
               20361201                                       6.375                                   6.113
               20361201                                       6.375                                   6.113
               20361201                                       6.375                                   6.113
               20361201                                        6.25                                   5.988
               20361201                                        7.25                                   6.988
               20361201                                         6.5                                   6.238
               20361201                                        6.75                                   5.638
               20361201                                       6.625                                   6.363
               20361201                                       6.375                                   6.113
               20370101                                         6.5                                   6.238
               20361201                                       7.375                                   7.113
               20361201                                           6                                   5.738
               20370101                                       6.125                                   5.863
               20361201                                       6.375                                   6.113
               20370101                                       6.875                                   6.613
               20370101                                         6.5                                   6.238
               20361201                                       6.375                                   6.113
               20370101                                       6.875                                   6.613
               20211201                                       6.375                                   6.113
               20361201                                       6.375                                   6.113
               20370101                                        6.25                                   5.988
               20370101                                       6.375                                   6.113
               20361201                                       6.875                                   6.613
               20370101                                       6.375                                   6.113
               20370101                                         6.5                                   6.238
               20361201                                         6.5                                   6.238
               20361201                                       6.375                                   6.113
               20370101                                       6.375                                   6.113
               20370101                                         6.5                                   6.238
               20361201                                         6.5                                   6.238
               20361201                                        6.25                                   5.988
               20370101                                       6.375                                   6.113
               20370101                                        6.75                                   6.488
               20370101                                       6.625                                   6.363
               20361201                                        6.25                                   5.988
               20361201                                         7.5                                   7.238
               20361201                                       6.375                                   6.113
               20361201                                         6.5                                   6.238
               20361201                                       7.625                                   7.363
               20370101                                           6                                   5.738
               20370101                                         6.5                                   6.238
               20370101                                         6.5                                   6.238
               20370101                                       6.875                                   6.613
               20361201                                       6.625                                   6.363
               20361201                                        6.25                                   5.988
               20361201                                         6.5                                   6.238
               20370101                                         6.5                                   6.238
               20220101                                           6                                   5.738
               20361201                                       6.625                                   6.363
               20370101                                         6.5                                   6.238
               20370101                                       6.625                                   6.363
               20361201                                       6.375                                   6.113
               20361201                                         6.5                                   6.238
               20370101                                        6.75                                   6.488
               20361201                                       6.625                                   6.363
               20370101                                       6.375                                   6.113
               20370101                                        6.75                                   6.488
               20361201                                       6.375                                   6.113
               20370101                                           6                                   5.738
               20220101                                       6.125                                   5.863
               20361201                                       6.375                                   6.113
               20361201                                       6.375                                   6.113
               20361201                                       6.125                                   5.863
               20361201                                       6.375                                   6.113
               20370101                                       7.125                                   6.863
               20370101                                       6.875                                   6.613
               20370101                                        6.75                                   6.488
               20361201                                       6.375                                   6.113
               20361201                                       6.375                                   6.113
               20361201                                        6.75                                   6.488
               20361201                                       6.625                                   6.363
               20211201                                           6                                   5.738
               20370101                                        6.25                                   5.988
               20361201                                         6.5                                   6.238
               20361201                                         6.5                                   6.238
               20361201                                         6.5                                   6.238
               20361201                                       7.625                                   7.363
               20361201                                        6.75                                   6.488
               20361201                                         6.5                                   5.088
               20361201                                       6.375                                   6.113
               20361201                                         6.5                                   6.238
               20361201                                       6.375                                   6.113
               20370101                                       6.625                                   6.363
               20370101                                        6.25                                   5.988
               20370101                                       6.625                                   6.363
               20361201                                       6.375                                   6.113
               20361201                                       6.375                                   6.113
               20361201                                       6.375                                   6.113
               20370101                                         6.5                                   6.238
               20370101                                       6.875                                   6.613
               20361201                                        7.75                                   7.488
               20370101                                        6.75                                   6.488
               20361201                                       6.625                                   6.363
               20370101                                       6.625                                   6.363
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               20361201                                       6.875                                   6.613
               20361201                                         6.5                                   6.238
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               20370101                                        6.75                                   6.488
               20361201                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
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               20361201                                         6.5                                   6.238
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               20361201                                       6.375                                   6.113
               20370101                                        6.25                                   5.988
               20361201                                         6.5                                   6.238
               20211201                                       5.875                                   5.613
               20370101                                       6.625                                   6.363
               20370101                                       6.375                                   6.113
               20220101                                           6                                   5.738
               20361201                                       6.625                                   6.363
               20361201                                       6.375                                   6.113
               20361201                                         6.5                                   6.238
               20361201                                       6.625                                   6.363
               20361201                                       5.875                                   5.613
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               20370101                                       6.375                                   6.113
               20370101                                       6.375                                   6.113
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               20370101                                       6.625                                   6.363
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               20361201                                         6.5                                   6.238
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               20361201                                        6.25                                   5.988
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               20361201                                       6.375                                   6.113
               20370101                                       6.375                                   6.113
               20361201                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
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               20361201                                       6.625                                   6.363
               20370101                                       6.375                                   6.113
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               20370101                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
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               20361201                                       6.375                                   6.113
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               20370101                                        6.25                                   5.988
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               20370101                                        6.25                                   5.988
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               20361201                                         6.5                                   6.238
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               20370101                                        6.75                                   6.488
               20361201                                       6.875                                   6.613
               20361201                                         6.5                                   6.238
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               20361201                                        6.25                                   5.988
               20361201                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
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               20370101                                        6.25                                   5.988
               20370101                                       6.375                                   6.113
               20370101                                        6.25                                   5.988
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               20370101                                        6.75                                   6.488
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               20370101                                         6.5                                   6.238
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               20361201                                           6                                   5.738
               20370101                                       6.125                                   5.863
               20370101                                       6.125                                   5.863
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               20370101                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
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               20361201                                       6.375                                   6.113
               20361201                                       6.125                                   5.863
               20211201                                        5.75                                   5.488
               20211201                                           6                                   5.738
               20211201                                        5.75                                   5.488
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               20370101                                       6.375                                   6.113
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               20370101                                        6.25                                   5.988
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               20370101                                       6.125                                   5.863
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               20361201                                       6.375                                   6.113
               20361201                                       6.875                                   6.613
               20361201                                        6.25                                   5.988
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               20361201                                        6.75                                   6.488
               20361201                                           6                                   5.738
               20370101                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
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               20220101                                           6                                   5.738
               20370101                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
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               20361201                                       6.375                                   6.113
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               20370101                                        6.25                                   5.988
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               20370101                                        6.25                                   5.988
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               20370101                                        6.25                                   5.988
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               20361201                                       6.625                                   6.363
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               20361201                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
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               20361201                                       6.375                                   6.113
               20370101                                       6.375                                   6.113
               20361201                                        6.25                                   5.988
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               20370101                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
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               20370101                                       7.375                                   7.113
               20370101                                       6.375                                   6.113
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               20370101                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
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               20370101                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
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               20370101                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
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               20370101                                       6.375                                   6.113
               20361201                                       5.375                                   5.113
               20361201                                           6                                   5.738
               20361201                                        6.25                                   5.988
               20361201                                       5.875                                   5.613
               20361201                                        6.25                                   5.988
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               20361201                                         6.5                                   6.238
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               20361201                                        5.75                                   5.488
               20361201                                        6.75                                   6.488
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               20370101                                       6.375                                   6.113
               20370101                                       7.375                                   7.113
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               20370101                                       6.375                                   6.113
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               20370101                                       6.375                                   6.113
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               20370101                                       6.375                                   6.113
               20361201                                           6                                   5.738
               20370101                                         6.5                                   6.238
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               20370101                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
               20370101                                        6.25                                   5.988
               20361201                                           6                                   5.738
               20370101                                         6.5                                   6.238
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               20370101                                       6.375                                   6.113
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               20370101                                        6.25                                   5.988
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               20370101                                           7                                   6.738
               20370101                                       7.375                                   7.113
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               20370101                                        6.25                                   5.988
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               20370101                                        5.75                                   5.488
               20370101                                           6                                   5.738
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               20370201                                        5.99                                   5.728
               20370201                                       6.375                                   6.113
               20370201                                           6                                   5.738
               20370301                                        6.25                                   5.988
               20220201                                       6.125                                   5.863
               20220201                                        6.25                                   5.988
               20220201                                           6                                   5.738
               20220101                                       5.875                                   5.613
               20220201                                           6                                   5.738
               20220201                                       6.875                                   6.613
               20220201                                       5.875                                   5.613
               20220201                                        5.75                                   5.488
               20220201                                       5.875                                   5.613
               20220201                                       6.375                                   6.113
               20220201                                       5.875                                   5.613
               20220201                                       6.625                                   6.363
               20220201                                       5.875                                   5.613
               20220201                                       6.125                                   5.863
               20220201                                       5.625                                   5.363
               20220201                                        6.25                                   5.988
               20220201                                       6.125                                   5.863
               20361201                                           6                                   5.738
               20370101                                        6.75                                   6.488
               20370101                                        6.75                                   6.488
               20370201                                         6.5                                   6.238
               20370201                                         6.5                                   6.238
               20370101                                       6.625                                   6.363
               20370101                                       6.625                                   6.363
               20361101                                       6.375                                   6.113
               20370301                                       6.375                                   6.113
               20370201                                           6                                   5.738
               20370201                                       6.375                                   6.113
               20220201                                        6.25                                   5.988
               20470301                                       6.625                                   6.363
               20370201                                        7.25                                   6.988
               20370201                                        6.75                                   6.488
               20470201                                         7.5                                   7.238
               20370301                                        8.75                                   8.488
               20470401                                       6.875                                   6.613
               20370301                                         6.5                                   6.238
               20370201                                         6.5                                   6.238
               20370101                                         6.5                                   6.238
               20370301                                         6.5                                   6.238
               20370201                                       6.375                                   6.113
               20220201                                        6.75                                   6.488
               20370201                                       6.625                                   6.363
               20370101                                         6.5                                   6.238
               20370201                                       6.625                                   6.363
               20370201                                       7.375                                   7.113
               20370201                                        6.75                                   6.488
               20370101                                        6.75                                   6.488
               20370201                                       6.875                                   6.613
               20370101                                        7.25                                   6.988
               20470201                                        6.75                                   6.488
               20370101                                       7.625                                   7.363
               20370301                                       7.125                                   6.863
               20370201                                       6.875                                   6.613
               20370301                                        6.75                                   6.488
               20370201                                        6.75                                   6.488
               20370101                                         6.5                                   6.238
               20370201                                        7.25                                   6.988
               20370101                                        7.25                                   6.988
               20370101                                       7.125                                   6.863
               20370301                                           7                                   6.738
               20370201                                        6.75                                   6.488
               20370101                                           7                                   6.738
               20370301                                       6.875                                   6.613
               20370301                                        7.25                                   6.988
               20370301                                       7.375                                   7.113
               20370201                                       6.875                                   6.613
               20370301                                        6.75                                   6.488
               20370201                                        6.75                                   6.488
               20470201                                           7                                   6.738
               20370201                                       6.625                                   6.363
               20470201                                       7.125                                   6.863
               20370201                                       7.625                                   7.363
               20370201                                        7.25                                   6.988
               20370201                                       7.125                                   6.863
               20370201                                           7                                   6.738
               20370301                                       6.125                                   5.863
               20370201                                        6.75                                   6.488
               20370201                                       6.375                                   6.113
               20370201                                       6.875                                   6.613
               20370301                                       7.375                                   7.113
               20370201                                       6.875                                   6.613
               20370201                                       7.125                                   6.863
               20370201                                       6.875                                   6.613
               20370201                                       7.125                                   6.863
               20370201                                       7.375                                   7.113
               20470301                                        7.25                                   6.988
               20370201                                        7.75                                   7.488
               20470201                                       6.875                                   6.613
               20470201                                         6.5                                   6.238
               20370201                                         7.5                                   7.238
               20470201                                       6.375                                   6.113
               20470301                                           7                                   6.738
               20370201                                        7.25                                   6.988
               20470201                                           7                                   6.738
               20370301                                       6.875                                   6.613
               20370201                                       7.375                                   7.113
               20370201                                        6.75                                   6.488
               20370201                                       6.375                                   6.113
               20370301                                         7.5                                   7.238
               20370301                                        6.25                                   5.988
               20370201                                       6.875                                   6.613
               20470401                                        7.25                                   6.988
               20470301                                       7.125                                   6.863
               20370301                                         6.5                                   6.238
               20370201                                       7.375                                   7.113
               20370201                                        6.75                                   6.488
               20370301                                           7                                   6.738
               20370201                                       6.375                                   6.113
               20370301                                       6.875                                   6.613
               20470201                                       7.125                                   6.863
               20370301                                        7.25                                   6.988
               20370301                                       6.625                                   6.363
               20370201                                        7.75                                   7.488
               20370201                                       7.375                                   7.113
               20370201                                        7.25                                   6.988
               20370301                                           6                                   5.738
               20370201                                       7.875                                   7.613
               20370201                                       6.625                                   6.363
               20370301                                        6.75                                   6.488
               20470301                                         6.5                                   6.238
               20370201                                           7                                   6.738
               20370201                                           7                                   6.738
               20370201                                       6.875                                   6.613
               20370301                                       6.625                                   6.363
               20370301                                           7                                   6.738
               20361101                                       7.125                                   6.863
               20370201                                       7.625                                   7.363
               20370201                                           7                                   6.738
               20370301                                       6.875                                   6.613
               20370201                                       7.375                                   7.113
               20370301                                           7                                   6.738
               20370301                                         6.5                                   6.238
               20370301                                        7.25                                   6.988
               20370301                                           7                                   6.738
               20370301                                         6.5                                   6.238
               20370301                                       6.875                                   6.613
               20470301                                        6.75                                   6.488
               20370301                                        6.75                                   6.488
               20370301                                           6                                   5.738
               20370201                                         6.5                                   6.238
               20370301                                       6.125                                   5.863
               20370301                                        6.25                                   5.988
               20370301                                       6.875                                   6.613
               20370301                                       6.375                                   6.113
               20370301                                       6.375                                   6.113
               20370301                                       7.375                                   7.113
               20370301                                         6.5                                   6.238
               20370301                                       6.375                                   6.113
               20370301                                           6                                   5.738
               20370301                                       6.375                                   6.113
               20370301                                       6.375                                   6.113
               20370301                                       6.375                                   6.113
               20370301                                       6.375                                   6.113
               20370301                                       5.875                                   5.613
               20370301                                           6                                   5.738
               20370301                                         5.5                                   5.238
               20370301                                        5.75                                   5.488
               20370301                                       6.125                                   5.863
               20370301                                        6.25                                   5.988
               20370301                                       6.875                                   6.613
               20370301                                        6.25                                   5.988
               20370301                                        6.25                                   5.988
               20370301                                        6.25                                   5.988
               20370301                                       6.625                                   6.363
               20370301                                       7.125                                   6.863
               20370201                                        5.98                                   5.718

             MATURITY_DATE        MI                           BALLOON
               20210601         No MI                            No
               20210901         No MI                            No
               20360901         No MI                            No
               20361101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20210301         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20360701         No MI                            No
               20211201         No MI                            No
               20360801         No MI                            No
               20260801         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20360801         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20360901         No MI                            No
               20360901         No MI                            No
               20360801         No MI                            No
               20361001         No MI                            No
               20360901         No MI                            No
               20361201         No MI                            No
               20361001         No MI                            No
               20211201         No MI                            No
               20361001         No MI                            No
               20370101         GE Capital MI                    No
               20211001         No MI                            No
               20361001         No MI                            No
               20361201         No MI                            No
               20360901         No MI                            No
               20370101         No MI                            No
               20361101         No MI                            No
               20361001         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         Radian Guaranty                  No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         GE Capital MI                    No
               20370101         No MI                            No
               20211101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         Radian Guaranty                  No
               20361201         No MI                            No
               20361201         No MI                            No
               20211201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         United Guaranty                  No
               20370101         No MI                            No
               20220101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20211201         No MI                            No
               20220101         No MI                            No
               20370101         United Guaranty                  No
               20211201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20211201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         Radian Guaranty                  No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         Mortgage Guaranty In             No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20211201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         Triad Guaranty                   No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         GE Capital MI                    No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         Radian Guaranty                  No
               20211201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20220101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         Radian Guaranty                  No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20220101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20211201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         United Guaranty                  No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         Triad Guaranty                   No
               20361201         Radian Guaranty                  No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         Mortgage Guaranty In             No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20211201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20220101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20211201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         Mortgage Guaranty In             No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         Triad Guaranty                   No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20211201         No MI                            No
               20211201         No MI                            No
               20211201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20220101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         Mortgage Guaranty In             No
               20220101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         GE Capital MI                    No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         GE Capital MI                    No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         United Guaranty                  No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20220101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         Mortgage Guaranty In             No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         PMI                              No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20220101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20220101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20211201         No MI                            No
               20370101         No MI                            No
               20370101         Mortgage Guaranty In             No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20220101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         Radian Guaranty                  No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         PMI                              No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         Radian Guaranty                  No
               20370101         No MI                            No
               20370101         Radian Guaranty                  No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361001         No MI                            No
               20361101         No MI                            No
               20360701         No MI                            No
               20361101         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361201         No MI                            No
               20370101         No MI                            No
               20370301         No MI                            No
               20370201         No MI                            No
               20370201         No MI                            No
               20370201         No MI                            No
               20370201         No MI                            No
               20370301         No MI                            No
               20220201         No MI                            No
               20220201         No MI                            No
               20220201         No MI                            No
               20220101         No MI                            No
               20220201         No MI                            No
               20220201         No MI                            No
               20220201         No MI                            No
               20220201         No MI                            No
               20220201         No MI                            No
               20220201         No MI                            No
               20220201         No MI                            No
               20220201         No MI                            No
               20220201         No MI                            No
               20220201         No MI                            No
               20220201         No MI                            No
               20220201         No MI                            No
               20220201         No MI                            No
               20361201         No MI                            No
               20370101         PMI                              No
               20370101         No MI                            No
               20370201         No MI                            No
               20370201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            No
               20361101         No MI                            No
               20370301         No MI                            No
               20370201         No MI                            No
               20370201         No MI                            No
               20220201         No MI                            No
               20470301         No MI                            Yes
               20370201         No MI                            No
               20370201         No MI                            No
               20470201         PMI                              Yes
               20370301         PMI                              No
               20470401         No MI                            Yes
               20370301         No MI                            No
               20370201         No MI                            No
               20370101         No MI                            No
               20370301         PMI                              No
               20370201         No MI                            No
               20220201         No MI                            No
               20370201         Radian Guaranty                  No
               20370101         No MI                            No
               20370201         No MI                            No
               20370201         No MI                            No
               20370201         No MI                            No
               20370101         No MI                            No
               20370201         No MI                            No
               20370101         No MI                            No
               20470201         No MI                            Yes
               20370101         No MI                            No
               20370301         No MI                            No
               20370201         No MI                            No
               20370301         No MI                            No
               20370201         No MI                            No
               20370101         No MI                            No
               20370201         No MI                            No
               20370101         No MI                            No
               20370101         No MI                            Yes
               20370301         No MI                            No
               20370201         No MI                            No
               20370101         No MI                            Yes
               20370301         No MI                            Yes
               20370301         No MI                            No
               20370301         PMI                              No
               20370201         No MI                            Yes
               20370301         No MI                            No
               20370201         No MI                            No
               20470201         No MI                            Yes
               20370201         No MI                            Yes
               20470201         No MI                            Yes
               20370201         PMI                              No
               20370201         No MI                            Yes
               20370201         No MI                            Yes
               20370201         No MI                            Yes
               20370301         No MI                            No
               20370201         No MI                            Yes
               20370201         PMI                              No
               20370201         No MI                            No
               20370301         PMI                              Yes
               20370201         No MI                            No
               20370201         No MI                            No
               20370201         No MI                            No
               20370201         PMI                              No
               20370201         No MI                            No
               20470301         No MI                            Yes
               20370201         PMI                              Yes
               20470201         No MI                            Yes
               20470201         No MI                            Yes
               20370201         No MI                            Yes
               20470201         No MI                            Yes
               20470301         No MI                            Yes
               20370201         No MI                            No
               20470201         No MI                            Yes
               20370301         No MI                            Yes
               20370201         PMI                              No
               20370201         No MI                            No
               20370201         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370201         No MI                            No
               20470401         No MI                            Yes
               20470301         No MI                            Yes
               20370301         No MI                            No
               20370201         No MI                            No
               20370201         No MI                            Yes
               20370301         No MI                            Yes
               20370201         No MI                            No
               20370301         No MI                            No
               20470201         No MI                            Yes
               20370301         PMI                              Yes
               20370301         No MI                            No
               20370201         PMI                              No
               20370201         No MI                            Yes
               20370201         No MI                            Yes
               20370301         No MI                            No
               20370201         PMI                              Yes
               20370201         No MI                            No
               20370301         No MI                            No
               20470301         No MI                            Yes
               20370201         No MI                            Yes
               20370201         No MI                            No
               20370201         No MI                            Yes
               20370301         No MI                            No
               20370301         No MI                            No
               20361101         PMI                              Yes
               20370201         PMI                              Yes
               20370201         No MI                            No
               20370301         No MI                            No
               20370201         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20470301         No MI                            Yes
               20370301         No MI                            No
               20370301         No MI                            No
               20370201         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370301         No MI                            No
               20370201         No MI                            No

              MATURITY_DATE                 AMORT_TERM1    PP_DESC
               20210601                         180         NO PP
               20210901                         180         NO PP
               20360901                         360         NO PP
               20361101                         360         NO PP
               20370101                         360         6M PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20210301                         171         2Y PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20360701                         360         NO PP
               20211201                         180         NO PP
               20360801                         360         NO PP
               20260801                         240         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20360801                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20360901                         360         NO PP
               20360901                         360         NO PP
               20360801                         360         NO PP
               20361001                         360         NO PP
               20360901                         360         NO PP
               20361201                         360         NO PP
               20361001                         360         NO PP
               20211201                         180         NO PP
               20361001                         360         NO PP
               20370101                         360         NO PP
               20211001                         180         NO PP
               20361001                         360         NO PP
               20361201                         360         NO PP
               20360901                         360         NO PP
               20370101                         360         NO PP
               20361101                         360         NO PP
               20361001                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20211101                         180         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20211201                         180         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20220101                         180         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20211201                         180         NO PP
               20220101                         180         NO PP
               20370101                         360         NO PP
               20211201                         180         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20211201                         180         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20211201                         180         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20211201                         180         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20220101                         180         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20220101                         180         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20211201                         180         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20211201                         180         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20220101                         180         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20211201                         180         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20211201                         180         NO PP
               20211201                         180         NO PP
               20211201                         180         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20220101                         180         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20220101                         180         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20220101                         180         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20220101                         180         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20220101                         180         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20211201                         180         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20220101                         180         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361001                         360         NO PP
               20361101                         360         NO PP
               20360701                         360         NO PP
               20361101                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370301                         360         NO PP
               20370201                         360         NO PP
               20370201                         360         NO PP
               20370201                         360         NO PP
               20370201                         360         NO PP
               20370301                         360         NO PP
               20220201                         180         NO PP
               20220201                         180         NO PP
               20220201                         180         NO PP
               20220101                         180         NO PP
               20220201                         180         NO PP
               20220201                         180         NO PP
               20220201                         180         NO PP
               20220201                         180         NO PP
               20220201                         180         NO PP
               20220201                         180         NO PP
               20220201                         180         NO PP
               20220201                         180         NO PP
               20220201                         180         NO PP
               20220201                         180         NO PP
               20220201                         180         NO PP
               20220201                         180         NO PP
               20220201                         180         NO PP
               20361201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20370201                         360         NO PP
               20370201                         360         1Y PP
               20370101                         360         NO PP
               20370101                         360         NO PP
               20361101                         360         NO PP
               20370301                         360         NO PP
               20370201                         360         NO PP
               20370201                         360         1Y PP
               20220201                         180         NO PP
               20470301                         480         NO PP
               20370201                         360         NO PP
               20370201                         360         NO PP
               20470201                         480         1Y PP
               20370301                         360         3Y PP
               20470401                         480         NO PP
               20370301                         360         NO PP
               20370201                         360         NO PP
               20370101                         360         NO PP
               20370301                         360         NO PP
               20370201                         360         NO PP
               20220201                         180         NO PP
               20370201                         360         NO PP
               20370101                         360         NO PP
               20370201                         360         3Y PP
               20370201                         360         3Y PP
               20370201                         360         NO PP
               20370101                         360         NO PP
               20370201                         360         NO PP
               20370101                         360         NO PP
               20470201                         480         NO PP
               20370101                         360         NO PP
               20370301                         360         3Y PP
               20370201                         360         NO PP
               20370301                         360         NO PP
               20370201                         360         NO PP
               20370101                         360         NO PP
               20370201                         360         NO PP
               20370101                         360         NO PP
               20370101                         360         3Y PP
               20370301                         360         NO PP
               20370201                         360         NO PP
               20370101                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         3Y PP
               20370201                         360         NO PP
               20370301                         360         NO PP
               20370201                         360         3Y PP
               20470201                         480         NO PP
               20370201                         360         NO PP
               20470201                         480         NO PP
               20370201                         360         3Y PP
               20370201                         360         NO PP
               20370201                         360         NO PP
               20370201                         360         NO PP
               20370301                         360         NO PP
               20370201                         360         NO PP
               20370201                         360         NO PP
               20370201                         360         NO PP
               20370301                         360         NO PP
               20370201                         360         NO PP
               20370201                         360         NO PP
               20370201                         360         NO PP
               20370201                         360         3Y PP
               20370201                         360         1Y PP
               20470301                         480         NO PP
               20370201                         360         NO PP
               20470201                         480         NO PP
               20470201                         480         NO PP
               20370201                         360         NO PP
               20470201                         480         NO PP
               20470301                         480         NO PP
               20370201                         360         1Y PP
               20470201                         480         NO PP
               20370301                         360         NO PP
               20370201                         360         3Y PP
               20370201                         360         3Y PP
               20370201                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370201                         360         NO PP
               20470401                         480         NO PP
               20470301                         480         NO PP
               20370301                         360         NO PP
               20370201                         360         3Y PP
               20370201                         360         NO PP
               20370301                         360         NO PP
               20370201                         360         3Y PP
               20370301                         360         1Y PP
               20470201                         480         NO PP
               20370301                         360         NO PP
               20370301                         360         1Y PP
               20370201                         360         NO PP
               20370201                         360         NO PP
               20370201                         360         NO PP
               20370301                         360         1Y PP
               20370201                         360         NO PP
               20370201                         360         NO PP
               20370301                         360         5Y PP
               20470301                         480         3Y PP
               20370201                         360         NO PP
               20370201                         360         NO PP
               20370201                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20361101                         360         3Y PP
               20370201                         360         NO PP
               20370201                         360         3Y PP
               20370301                         360         3Y PP
               20370201                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         5Y PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20470301                         480         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370201                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         3Y PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370301                         360         NO PP
               20370201                         360         NO PP

             MATURITY_DATE             IO_PERIOD         O_LTV
               20210601                   120            44.33
               20210901                     0               80
               20360901                     0            99.97
               20361101                     0            79.93
               20370101                     0               90
               20370101                     0            51.55
               20370101                   120               80
               20210301                     0             62.7
               20361201                     0            74.97
               20370101                   120               90
               20361201                     0               80
               20360701                     0            66.67
               20211201                     0               80
               20360801                     0            58.58
               20260801                     0            69.24
               20361201                     0               80
               20361201                     0               95
               20361201                   120               85
               20360801                   120            51.31
               20361201                     0               80
               20370101                   120               75
               20360901                     0               80
               20360901                     0               80
               20360801                     0               80
               20361001                     0               80
               20360901                     0             51.2
               20361201                   120               28
               20361001                     0            70.42
               20211201                     0            61.41
               20361001                     0            79.17
               20370101                   120            94.99
               20211001                     0               80
               20361001                     0              100
               20361201                   120               80
               20360901                     0            75.34
               20370101                     0              100
               20361101                   120             73.3
               20361001                     0            71.43
               20370101                     0            74.07
               20361201                     0               85
               20361201                     0            66.06
               20361201                     0               95
               20361101                     0            79.17
               20370101                   120               80
               20361201                     0            62.31
               20361201                     0            65.36
               20361201                     0               90
               20361201                     0               95
               20370101                     0            73.91
               20361201                     0               80
               20361201                     0            69.53
               20361201                   120            56.99
               20370101                     0               80
               20361201                     0               80
               20370101                     0               80
               20361201                     0            60.98
               20361201                     0            69.55
               20361201                   120            59.46
               20370101                     0            78.35
               20361201                   120            79.74
               20361201                   120               95
               20370101                   120              100
               20361201                   120               90
               20361201                     0               70
               20370101                     0               80
               20361201                     0            59.32
               20361201                     0               90
               20370101                   120               80
               20211101                     0               80
               20370101                     0               90
               20361201                   120            94.87
               20361201                     0            76.69
               20370101                     0            73.53
               20361201                   120               95
               20361201                     0               95
               20361201                     0              100
               20361201                     0              100
               20361201                   120               82
               20211201                     0               80
               20361201                   120            96.63
               20361201                     0               80
               20370101                     0               95
               20361201                   120            89.98
               20370101                   120            69.15
               20220101                     0               80
               20370101                     0             75.9
               20370101                     0            77.78
               20361201                   120              100
               20361201                     0               90
               20370101                     0               90
               20211201                     0               75
               20220101                     0               60
               20370101                   120            88.68
               20211201                     0            52.18
               20370101                   120               95
               20361201                   120               90
               20361201                     0               89
               20361201                     0               70
               20361101                     0               85
               20370101                     0               90
               20370101                     0            56.77
               20370101                   120            74.91
               20361201                     0               80
               20370101                     0               80
               20370101                     0               93
               20361201                     0            92.94
               20361201                     0               80
               20361201                   120               89
               20211201                     0               66
               20361201                     0            20.72
               20361201                     0               95
               20361201                     0               80
               20361201                   120               75
               20370101                   120            58.21
               20361201                     0            72.03
               20361201                     0               95
               20361201                     0            90.79
               20370101                     0               90
               20361201                     0               94
               20361201                     0             82.4
               20361201                     0            36.74
               20361201                   120               80
               20361201                   120              100
               20361201                     0            69.23
               20370101                     0            31.75
               20361201                     0               80
               20361201                     0               95
               20370101                     0              100
               20361201                     0               80
               20211201                     0            79.36
               20361201                     0             71.6
               20370101                     0            77.39
               20370101                   120               95
               20370101                     0               75
               20370101                   120            88.75
               20361201                     0               80
               20361201                   120               90
               20361201                     0               80
               20361201                     0            69.99
               20361201                     0            57.15
               20361201                   120              100
               20361201                     0               75
               20361201                   120               90
               20361201                     0            61.35
               20361201                   120            74.79
               20370101                   120            58.33
               20361201                   120            78.95
               20361201                   120               90
               20370101                   120            79.77
               20361201                   120               90
               20370101                   120            75.86
               20370101                   120            75.91
               20361201                     0               80
               20370101                     0              100
               20211201                     0            54.17
               20361201                     0               75
               20370101                     0               92
               20370101                     0               80
               20361201                     0               90
               20370101                   120               77
               20370101                   120            52.94
               20361201                   120               80
               20361201                   120               80
               20370101                   120               70
               20370101                   120            88.32
               20361201                   120               80
               20361201                   120               85
               20370101                   120            56.67
               20370101                   120            58.76
               20370101                     0               95
               20361201                     0               80
               20361201                     0            46.47
               20361201                   120            36.82
               20361201                   120            79.99
               20361201                     0            53.25
               20370101                     0               70
               20370101                   120            78.27
               20370101                     0               75
               20370101                     0               90
               20361201                   120               80
               20361201                     0            62.88
               20361201                     0            79.37
               20370101                   120               80
               20220101                     0               80
               20361201                     0               75
               20370101                     0             77.5
               20370101                     0             77.2
               20361201                     0               83
               20361201                   120               80
               20370101                   120               80
               20361201                   120               90
               20370101                     0            47.88
               20370101                   120            78.73
               20361201                     0               85
               20370101                     0             76.2
               20220101                     0               87
               20361201                   120            60.12
               20361201                     0               80
               20361201                   120              100
               20361201                   120               80
               20370101                   120               80
               20370101                   120            69.09
               20370101                     0               75
               20361201                     0               69
               20361201                   120            64.65
               20361201                   120            99.98
               20361201                     0               80
               20211201                     0            68.19
               20370101                   120               80
               20361201                     0               95
               20361201                     0            79.12
               20361201                     0               79
               20361201                     0            63.27
               20361201                   120               95
               20361201                   120               90
               20361201                     0              100
               20361201                     0               70
               20361201                     0            36.82
               20370101                   120            66.67
               20370101                     0            60.79
               20370101                     0               80
               20361201                     0               80
               20361201                   120              100
               20361201                     0               80
               20370101                   120            72.44
               20370101                     0            54.38
               20361201                     0            69.64
               20370101                     0            73.69
               20361201                   120            63.72
               20370101                   120            60.98
               20370101                   120               90
               20370101                     0              100
               20361201                   120               90
               20361201                   120               80
               20361201                     0               90
               20361201                     0            78.56
               20370101                     0               80
               20361201                     0               80
               20370101                   120            46.46
               20370101                     0               90
               20361201                     0            59.46
               20361201                     0               75
               20361201                     0               80
               20361201                     0               90
               20361201                     0               70
               20370101                     0               95
               20361201                   120            60.98
               20211201                     0            60.71
               20370101                   120            61.51
               20370101                   120               88
               20220101                     0            55.56
               20361201                     0            51.21
               20361201                     0               90
               20361201                     0               95
               20361201                     0            69.87
               20361201                     0               90
               20361201                   120              100
               20370101                   120            69.76
               20370101                   120               91
               20361201                     0            56.43
               20370101                   120               80
               20361201                     0            46.15
               20361201                     0            79.77
               20370101                   120            69.88
               20370101                     0            63.76
               20370101                   120            67.91
               20211201                     0               80
               20370101                   120            77.92
               20361201                     0            75.79
               20361201                   120               80
               20370101                     0               62
               20370101                     0               95
               20361201                   120               80
               20370101                   120            59.41
               20361201                     0            64.52
               20370101                     0               80
               20361201                     0            73.75
               20370101                     0            68.19
               20361201                     0               80
               20370101                     0            79.82
               20361201                     0               90
               20370101                   120               80
               20361201                     0               80
               20370101                     0               80
               20370101                     0              100
               20370101                     0            64.27
               20370101                   120               90
               20370101                     0            57.54
               20370101                     0               75
               20361201                     0               80
               20370101                   120            70.43
               20370101                     0               60
               20370101                     0               80
               20370101                     0            78.95
               20370101                   120               80
               20370101                     0             73.8
               20361201                   120               63
               20361201                     0               80
               20370101                     0               80
               20370101                     0            79.61
               20370101                     0               81
               20370101                   120            79.84
               20370101                     0            49.02
               20361201                     0            62.06
               20370101                     0               80
               20370101                     0               95
               20361201                     0               90
               20361201                   120            78.32
               20370101                     0            59.13
               20361201                     0               80
               20361201                     0            76.55
               20370101                   120               80
               20370101                   120               80
               20361201                   120               80
               20370101                   120            77.16
               20370101                     0               75
               20370101                     0               90
               20361201                   120               90
               20361201                     0            78.31
               20370101                     0               90
               20370101                     0               75
               20370101                   120               80
               20361201                     0             78.6
               20370101                   120               80
               20370101                     0            73.28
               20361201                     0              100
               20361201                     0               75
               20370101                     0               94
               20370101                     0            51.67
               20370101                     0              100
               20370101                   120            70.48
               20361201                     0            65.47
               20370101                     0               85
               20370101                     0               95
               20370101                     0            68.97
               20361201                     0            51.29
               20361201                     0               90
               20211201                     0            48.98
               20211201                     0               80
               20211201                     0               76
               20370101                     0               80
               20370101                     0            73.49
               20361201                     0              100
               20370101                     0               80
               20370101                     0               95
               20370101                     0            57.97
               20370101                   120            35.83
               20370101                     0               78
               20361201                     0               80
               20370101                   120             56.4
               20361201                     0               80
               20361201                     0               80
               20361201                   120            76.82
               20361201                     0              100
               20370101                     0            72.46
               20220101                     0               91
               20361201                   120               80
               20361201                     0               70
               20370101                     0               80
               20370101                   120            73.02
               20370101                   120               80
               20370101                   120            74.38
               20370101                     0               85
               20220101                     0            64.94
               20370101                     0               95
               20370101                     0            78.27
               20361201                   120              100
               20361201                     0              100
               20370101                   120               94
               20370101                     0             76.4
               20370101                   120               85
               20361201                     0               83
               20370101                     0            74.25
               20370101                     0               70
               20370101                     0            75.52
               20361201                   120               90
               20370101                   120             59.8
               20361201                     0               85
               20361201                   120            59.66
               20370101                   120               95
               20370101                     0            63.13
               20361201                     0               90
               20370101                     0               79
               20370101                   120            65.07
               20370101                   120               80
               20370101                     0            69.74
               20370101                     0            74.65
               20370101                     0              100
               20370101                     0               80
               20370101                     0               95
               20361201                     0               90
               20370101                     0            48.19
               20370101                   120            73.78
               20370101                   120               69
               20370101                     0               80
               20361201                     0              100
               20370101                     0            56.24
               20370101                   120            84.27
               20370101                   120               90
               20370101                     0            77.47
               20370101                     0            78.58
               20370101                     0            69.61
               20370101                     0            55.95
               20220101                     0             46.7
               20370101                   120            68.75
               20370101                     0              100
               20370101                   120            58.82
               20370101                     0            78.86
               20370101                     0               80
               20370101                   120             37.5
               20370101                     0              100
               20361201                   120               80
               20361201                     0            99.57
               20370101                     0               80
               20361201                     0            54.17
               20370101                   120               93
               20370101                     0            87.36
               20370101                     0              100
               20370101                   120              100
               20370101                     0            46.81
               20370101                     0               85
               20370101                   120            53.34
               20361201                     0            94.99
               20361201                     0            72.79
               20370101                   120            66.07
               20370101                     0               80
               20220101                     0               75
               20361201                     0               80
               20370101                   120               80
               20220101                     0               80
               20370101                     0            46.49
               20370101                   120            49.65
               20361201                     0               85
               20370101                   120               80
               20370101                   120            69.88
               20370101                     0            61.62
               20370101                   120               81
               20370101                     0            55.56
               20370101                     0               80
               20370101                   120             73.6
               20370101                     0              100
               20370101                     0               80
               20370101                   120               80
               20370101                     0            73.22
               20370101                   120               70
               20211201                     0            37.18
               20370101                     0               80
               20370101                     0               90
               20370101                   120            67.37
               20370101                   120               95
               20370101                   120            59.89
               20370101                   120               80
               20361201                     0             79.6
               20370101                   120            67.75
               20361201                     0             50.7
               20361201                     0               80
               20361201                     0            79.99
               20361201                   120            99.99
               20361201                     0               82
               20361201                   120            99.99
               20361201                     0            99.99
               20361201                   120               78
               20361201                     0               95
               20361201                   120               80
               20361201                   120               80
               20370101                     0               40
               20370101                     0             56.3
               20370101                     0            66.94
               20370101                     0               75
               20370101                     0               60
               20370101                     0               90
               20370101                   120               80
               20220101                     0            26.53
               20370101                     0            74.92
               20370101                   120               80
               20370101                   120               80
               20361201                     0               80
               20370101                   120               80
               20370101                     0               80
               20370101                   120               95
               20370101                   120               80
               20370101                     0            88.92
               20370101                     0            64.99
               20370101                     0            58.83
               20370101                   120               70
               20370101                   120            89.99
               20361201                     0               80
               20370101                   120            68.61
               20361201                     0               80
               20370101                     0            70.07
               20370101                   120               80
               20370101                     0            79.45
               20370101                     0            63.55
               20370101                     0            72.79
               20370101                   120              100
               20370101                   120             99.8
               20370101                     0               75
               20370101                     0              100
               20370101                     0            78.95
               20370101                   120            56.15
               20370101                     0            62.11
               20370101                     0               95
               20370101                   120            73.48
               20370101                     0               95
               20370101                   120               90
               20370101                   120            92.67
               20370101                     0            74.66
               20370101                     0               85
               20370101                   120               70
               20370101                     0               95
               20370101                   120               80
               20370101                     0               94
               20370101                   120              100
               20370101                     0            61.86
               20370101                     0              100
               20370101                   120               80
               20370101                     0               80
               20370101                     0               85
               20370101                     0            79.99
               20370101                     0            71.43
               20361001                     0               95
               20361101                   120            89.55
               20360701                     0               80
               20361101                   120            68.27
               20370101                   120            55.87
               20370101                   120            72.22
               20361201                   120            68.96
               20370101                     0            79.62
               20370301                     0               80
               20370201                     0            73.64
               20370201                     0             65.2
               20370201                     0            68.11
               20370201                   120            62.44
               20370301                     0             65.7
               20220201                     0            48.86
               20220201                     0               80
               20220201                     0            88.57
               20220101                     0            79.18
               20220201                     0            22.66
               20220201                     0             26.4
               20220201                     0             89.9
               20220201                     0            31.32
               20220201                     0            84.73
               20220201                     0               80
               20220201                     0            20.83
               20220201                     0            56.98
               20220201                     0            64.95
               20220201                     0               80
               20220201                     0            79.33
               20220201                     0               80
               20220201                     0               80
               20361201                     0               80
               20370101                     0            85.11
               20370101                     0              100
               20370201                     0               80
               20370201                     0            62.12
               20370101                     0            49.18
               20370101                     0            66.08
               20361101                     0               90
               20370301                   120               80
               20370201                   120            49.45
               20370201                   120              100
               20220201                     0               80
               20470301                     0            37.46
               20370201                   120            98.12
               20370201                   120              100
               20470201                     0            89.98
               20370301                     0              100
               20470401                     0               94
               20370301                     0            50.51
               20370201                     0               80
               20370101                     0            52.38
               20370301                     0               90
               20370201                     0            28.07
               20220201                     0            69.23
               20370201                     0               90
               20370101                     0            58.06
               20370201                     0               75
               20370201                     0              100
               20370201                     0               95
               20370101                     0               80
               20370201                     0               95
               20370101                     0            66.97
               20470201                     0             62.9
               20370101                   120               80
               20370301                   120               95
               20370201                     0            79.36
               20370301                     0               80
               20370201                     0            23.33
               20370101                   120               90
               20370201                   120               95
               20370101                   120              100
               20370101                     0              100
               20370301                     0            63.89
               20370201                     0            94.98
               20370101                     0              100
               20370301                     0               80
               20370301                   120              100
               20370301                     0              100
               20370201                     0               75
               20370301                     0              100
               20370201                     0              100
               20470201                     0            96.65
               20370201                     0             78.8
               20470201                     0            99.96
               20370201                     0              100
               20370201                     0               80
               20370201                     0               95
               20370201                     0              100
               20370301                   120            44.39
               20370201                     0            64.29
               20370201                     0            84.64
               20370201                   120               75
               20370301                     0              100
               20370201                     0               75
               20370201                     0            89.99
               20370201                     0             79.4
               20370201                     0              100
               20370201                     0              100
               20470301                     0              100
               20370201                     0              100
               20470201                     0            75.72
               20470201                     0            55.92
               20370201                     0            87.54
               20470201                     0              100
               20470301                     0              100
               20370201                   120               90
               20470201                     0               80
               20370301                     0            68.71
               20370201                     0            99.97
               20370201                   120              100
               20370201                   120            81.78
               20370301                   120              100
               20370301                   120              100
               20370201                     0            89.21
               20470401                     0              100
               20470301                     0               80
               20370301                     0            92.07
               20370201                   120            99.95
               20370201                     0               80
               20370301                     0            98.52
               20370201                     0               90
               20370301                     0            94.58
               20470201                     0              100
               20370301                     0               80
               20370301                     0            71.67
               20370201                     0              100
               20370201                     0              100
               20370201                     0            69.98
               20370301                   120              100
               20370201                     0              100
               20370201                   120            50.39
               20370301                   120              100
               20470301                     0            56.05
               20370201                     0            79.36
               20370201                     0               80
               20370201                     0            71.43
               20370301                   120              100
               20370301                   120              100
               20361101                     0             87.5
               20370201                     0              100
               20370201                     0              100
               20370301                     0            99.99
               20370201                   120              100
               20370301                     0              100
               20370301                     0               80
               20370301                   120            94.98
               20370301                     0               80
               20370301                   120              100
               20370301                   120               95
               20470301                     0            48.15
               20370301                     0               90
               20370301                     0            79.52
               20370201                   120            75.93
               20370301                     0            79.74
               20370301                     0            57.06
               20370301                   120            50.95
               20370301                   120            65.54
               20370301                   120            65.37
               20370301                     0               80
               20370301                     0            79.55
               20370301                   120            84.87
               20370301                     0               33
               20370301                     0               90
               20370301                     0               80
               20370301                   120            42.44
               20370301                   120               90
               20370301                   120               90
               20370301                   120             79.5
               20370301                     0            84.35
               20370301                   120            89.46
               20370301                     0            99.97
               20370301                     0            66.32
               20370301                     0            94.98
               20370301                     0              100
               20370301                   120              100
               20370301                     0               80
               20370301                   120               80
               20370301                   120            94.99
               20370201                     0            53.67


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      C

    


    [Reserved]

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      D

     

    REQUEST
      FOR RELEASE OF DOCUMENTS

     

    
      	
              To:

            	
              Wells
                Fargo Bank, N.A.

            
	 	
              1015
                10th
                Avenue

            
	 	
              Minneapolis,
                Minnesota 55414

            
	 	 
	
              RE:

            	
              Custodial
                Agreement dated as of

            
	 	
              April
                30, 2007, among SAMI II,

            
	 	
              EMC
                Mortgage Corporation, as

            
	 	
              Master
                Servicer, U.S. Bank National

            
	 	
              Association
                as Trustee and Wells Fargo

            
	 	
              Bank,
                National Association as Custodian

            


    

    


    In
      connection with the administration of the Mortgage Loans held by you pursuant
      to
      the above-captioned Custodial Agreement, we request the release, and hereby
      acknowledge receipt, of the Mortgage File for the Mortgage Loan described below,
      for the reason indicated.

     

    Mortgage
      Loan Number:

     

    Mortgagor
      Name, Address & Zip Code:

     

    Reason
      for Requesting Documents (check one):

     

    
      	
              _____

               

            	
              1.

               

            	
              Mortgage
                Paid in Full and proceeds have been deposited into the Custodial
                Account

               

            
	
              _____

               

            	
              2.

               

            	
              Foreclosure

               

            
	
              _____

               

            	
              3.

               

            	
              Substitution

               

            
	
              _____

               

            	
              4.

               

            	
              Other
                Liquidation

               

            
	
              _____

               

            	
              5.

               

            	
              Nonliquidation

               

            	
              Reason:
                __________________________

               

            
	
              _____

               

            	
              6.

               

            	
              California
                Mortgage Loan paid in full

               

            


    

    


    
      	 	
              By:
                

            	 
	 	 	
              (authorized
                signer)

            
	 	
              Issuer:

            	 
	 	 	 
	 	
              Address:

            	 
	 	 	 
	 	
              Date:

            	 


    

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    


    EXHIBIT
      E

     

    FORM
      OF
      TRANSFEREE AFFIDAVIT AND AGREEMENT

     

    
      	
              Affidavit
                pursuant to Section 860E(e)(4)

            
	
              of
                the Internal Revenue Code of 1986, as

            
	
              amended,
                and for other purposes

            


    

    


    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

     

    The
      undersigned is the [Title of Officer] of [Name of Transferee] (the “Investor”),
      the proposed transferee of an Ownership Interest in the Prime
      Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-2,
      Class
      [R] Certificates (the “Certificates”) issued pursuant to the Pooling and
      Servicing Agreement, dated as of April 1, 2007 (the “Agreement”), among
      Structured Asset Mortgage Investments II Inc. as depositor (the “Depositor”),
      EMC Mortgage Corporation as seller and master servicer, and U.S. Bank National
      Association as trustee (the “Trustee”),
      and
      makes this affidavit on behalf of the Investor for the benefit of the Depositor
      and the Trustee. Capitalized terms used, but not defined herein, shall have
      the
      meanings ascribed to such terms in the Agreement. 

     

    1.  The
      Investor is, as of the date hereof, and will be, as of the date of the Transfer,
      a Permitted Transferee. The Investor is not acquiring its ownership interest
      in
      the Certificates for the account of a Person other than a Permitted Transferee.
      

     

    2.  The
      Investor has been advised and understands that (i) a tax will be imposed on
      Transfers of the Certificates to Persons that are not Permitted Transferees;
      (ii) such tax will be imposed on the transferor, or, if such Transfer is
      through an agent (which includes a broker, nominee or middleman) for a Person
      that is not a Permitted Transferee, on the agent; and (iii) the Person
      otherwise liable for the tax shall be relieved of liability for the tax if
      a
      subsequent transferee furnishes to such Person an affidavit that such subsequent
      transferee is a Permitted Transferee, and at the time of Transfer, such Person
      does not have actual knowledge that the affidavit is false.

     

    3.  The
      Investor has been advised and understands that a tax will be imposed on a
“pass-through entity” holding the Certificates if at any time during the taxable
      year of the pass-through entity a Person that is not a Permitted Transferee
      is
      the record holder of an interest in such entity. The Investor understands that
      such tax will not be imposed for any period with respect to which the record
      holder furnishes to the pass-through entity an affidavit that such record holder
      is a Permitted Transferee and the pass-through entity does not have actual
      knowledge that such affidavit is false. (For this purpose, a “pass-through
      entity” includes a regulated investment company, a real estate investment trust
      or common trust fund, a partnership, trust or estate, and certain cooperatives
      and, except as may be provided in Treasury regulations, Persons holding
      interests in pass-through entities as a nominee for another
      Person.)

     

    4.  The
      Investor has reviewed the provisions of Section 6.02(i) of the Agreement and
      understands the legal consequences of the acquisition of an Ownership Interest
      in the Certificates, including, without limitation, the restrictions on
      subsequent Transfers and the provisions regarding voiding any prohibited
      Transfers and mandatory sales. The Investor expressly agrees to be bound by,
      and
      to abide by, such provisions of the Agreement and the restrictions noted on
      the
      face of the Certificates. The Investor understands and agrees that any breach
      of
      any of the representations included herein shall render the Transfer of the
      Certificates to the Investor contemplated hereby null and void. The Investor
      consents to any amendment of the Agreement that shall be deemed necessary by
      the
      Depositor (upon advice of nationally recognized counsel) to constitute a
      reasonable arrangement to ensure that the Certificates will not be owned
      directly or indirectly by a Person other than a Permitted
      Transferee.

     

    5.  The
      Investor agrees not to Transfer the Certificates, or cause the Transfer of
      the
      Certificates by a Person for whom the Investor is acting as nominee, trustee
      or
      agent, in each case unless it has received an affidavit and agreement in
      substantially the same form as this affidavit and agreement containing these
      same representations and covenants from the subsequent transferee. In connection
      with any such Transfer by the Investor, the Investor agrees to deliver to the
      Trustee and the Depositor an
      affidavit
      substantially in the form set forth as Exhibit R to the Agreement to the
      effect that the Investor has no actual knowledge that the Person to which the
      Transfer is to be made is not a Permitted Transferee.

     

    6.  The
      Investor has historically paid its debts as they have come due, intends to
      pay
      its debts as they come due in the future, and understands that the taxes
      associated with holder an ownership interest in the Certificates may exceed
      the
      cash flow with respect thereto in some or all periods and intends to pay such
      taxes as they become due. The Investor does not have the intention, and no
      purpose of the Transfer of the Certificates to the Investor is, to impede the
      assessment or collection of any tax legally required to be paid with respect
      to
      the Certificates.

     

    7.  The
      Investor’s U.S. taxpayer identification number is [_____________].

     

    8.  The
      Investor is a “United States person” within the meaning of Section 7701(a)(30)
      of the Code (a “United State Person”).

     

    9.  The
      Investor is aware that the Certificates may be a “noneconomic residual interest”
within the meaning of Treasury regulations promulgated under Section 860E of
      the
      Code and that the transferor of a noneconomic residual interest will remain
      liable for any taxes due with respect to the income on such residual interest,
      unless no significant purpose of the transfer was to impede the assessment
      or
      collection of tax.

     

    10.  The
      Investor will not cause income from the Certificates to be attributable to
      a
      foreign permanent establishment or fixed base, within the meaning of an
      applicable income tax treaty, of the Investor or any other United States
      Person.

     

    11.  Check
      one
      of the following:

     

    o  
           The Transfer of the Certificates complies with U.S.
      Treasury Regulation Sections 1.860E-1(c)(7) and (8) and,
      accordingly:

     

    (i)       
       the
      present value of the anticipated tax liabilities associated with holding the
      Certificates does not exceed the sum of:

     

    
      	 	
              (a)

            	
              the
                present value of any consideration given to the Investor to acquire
                such
                Certificates;

            


    

     

    
      	 	
              (b)

            	
              the
                present value of the expected future distributions on such Certificates;
                and

            


    

     

    
      	 	
              (c)

            	
              the
                present value of the anticipated tax savings associated with holding
                such
                Certificates as the related REMIC generates losses;
                and

            


    

     

    (ii)      
       the
      Transfer of the Certificates will not result in such Certificates being held,
      directly or indirectly, by a foreign permanent establishment or fixed base,
      within the meaning of an applicable income tax treaty, of the Investor or any
      other United States Person.

     

    For
      purposes of the calculation in clause (i) above, (x) the Investor is assumed
      to
      pay tax at the highest rate currently specified in Section 11(b)(1) of the
      Code
      (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of
      the highest rate specified in Section 11(b)(1) of the Code if the Investor
      has
      been subject to the alternative minimum tax under Section 55 of the Code in
      the
      preceding two years and will compute its taxable income in the current taxable
      year using the alternative minimum tax rate) and (y) present values are computed
      using a discount rate equal to the short-term Federal rate prescribed by Section
      1274(d) of the Code for the month of the transfer and the compounding period
      used by the Investor.

     

    o     
        The Transfer of the Certificates complies with U.S. Treasury
      Regulation Sections 1.860E-1(c)(5) and (6) and, accordingly:

     

    
      	 	
              (i)

            	
              the
                Investor is an “eligible corporation,” as defined in U.S. Treasury
                Regulation Section 1.860E-1(c)(6)(i), as to which income from the
                Certificates will only be taxed in the United
                States;

            


    

     

    
      	 	
              (ii)

            	
              at
                the time of the Transfer, and at the close of the Investor’s two fiscal
                years preceding the fiscal year of the transfer, the Investor had
                gross
                assets for financial reporting purposes (excluding any obligation
                of a
                “related person” to the Investor within the meaning of U.S. Treasury
                Regulation Section 1.860E-1(c)(6)(ii) and any other asset the principal
                purpose of which is to permit the Investor to satisfy the condition
                of
                this clause (ii)) in excess of $100 million and net assets in excess
                of
                $10 million;

            


    

     

    
      	 	
              (iii)

            	
              the
                Investor will transfer the Certificates only to another “eligible
                corporation,” as defined in U.S. Treasury Regulation Section
                1.860E-1(c)(6)(i), in a transaction in which the requirements of
                U.S. Treasury Regulation Sections 1.860E-1(c)(4)(i), (ii) and (iii)
                and -1(c)(5) are satisfied and, accordingly, the subsequent transferee
                provides a similar affidavit with this box checked;
                and

            


    

     

    
      	 	
              (iv)

            	
              the
                Investor determined the consideration paid to it to acquire the
                Certificates based on reasonable market assumptions (including, but
                not
                limited to, borrowing and investment rates, prepayment and loss
                assumptions, expense and reinvestment assumptions, tax rates and
                other
                factors specific to the Investor) that it has determined in good
                faith and
                has concluded that such consideration, together with other assets
                of the
                Investor, will be sufficient to cover the taxes associated with the
                Certificates.

            


    

     

    o     
None
      of
      the above.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Investor has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its [Title of
      Officer] this ____ day of _________, 20__.

     

    
      	 	
              [NAME
                OF INVESTOR]

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	
              [Name
                of Officer]

            
	 	
              Title:

            	
              [Title
                of Officer]

            
	 	 	
              [Address
                of Investor for receipt of distributions]

            
	 	 	 
	 	 	
              Address
                of Investor for receipt of tax
                information:

            


    

    


    Personally
      appeared before me the above-named [Name of Officer], known or proved to me
      to
      be the same person who executed the foregoing instrument and to be the [Title
      of
      Officer] of the Investor, and acknowledged to me that he/she executed the same
      as his/her free act and deed and the free act and deed of the
      Investor.

     

    Subscribed
      and sworn before me this ___ day of _________, 20___.

     

    NOTARY
      PUBLIC

     

    COUNTY
      OF

     

    STATE
      OF

     

    My
      commission expires the ___ day of ___________________, 20___.

     

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    


     

    EXHIBIT
      F-1

     

    FORM
      OF
      INVESTMENT LETTER

     

    [Date]              
      

    [SELLER]

     

    U.S.
      Bank
      National Association

    One
      Federal Street, 3rd Floor

    Boston,
      Massachusetts 02110

    


    Structured
      Asset Mortgage Investments II Inc.

    383
      Madison Avenue

    New
      York,
      New York 10179

    


    
      	 	
              Re:

            	
              Structured
                Asset Mortgage Investments II Inc., Prime Mortgage Trust,

              Series
                2007-2 Mortgage Pass-Through Certificates (the
                “Certificates”),

              including
                the Class B-4, Class B-5 and Class B-6 Certificates (the “Privately
                Offered Certificates”)

            


    

    


    Dear
      Ladies and Gentlemen:

    


    In
      connection with our purchase of the [Privately Offered Certificates], we confirm
      that:

     

    
      	 	
              (i)

            	
              we
                understand that the Privately Offered Certificates are not being
                registered under the Securities Act of 1933, as amended (the “Act”) or any
                applicable state securities or “Blue Sky” laws, and are being sold to us
                in a transaction that is exempt from the registration requirements
                of such
                laws;

            


    

     

    
      	 	
              (ii)

            	
              any
                information we desired concerning the Certificates, including the
                Privately Offered Certificates, the trust in which the Certificates
                represent the entire beneficial ownership interest (the “Trust”) or any
                other matter we deemed relevant to our decision to purchase Privately
                Offered Certificates has been made available to
                us;

            


    

     

    
      	 	
              (iii)

            	
              we
                are able to bear the economic risk of investment in Privately Offered
                Certificates; we are an institutional “accredited investor” as defined in
                Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under
                the Act
                and a sophisticated institutional
                investor;

            


    

     

    
      	 	
              (iv)

            	
              we
                are acquiring Privately Offered Certificates for our own account,
                not as
                nominee for any other person, and not with a present view to any
                distribution or other disposition of the Privately Offered
                Certificates;

            


    

     

    
      	 	
              (v)

            	
              we
                agree the Privately Offered Certificates must be held indefinitely
                by us
                (and may not be sold, pledged, hypothecated or in any way disposed
                of)
                unless subsequently registered under the Act and any applicable state
                securities or “Blue Sky” laws or an exemption from the registration
                requirements of the Act and any applicable state securities or “Blue Sky”
                laws is available;

            


    

     

    
      	 	
              (vi)

            	
              we
                agree that in the event that at some future time we wish to dispose
                of or
                exchange any of the Privately Offered Certificates (such disposition
                or
                exchange not being currently foreseen or contemplated), we will not
                transfer or exchange any of the Privately Offered Certificates
                unless:

            


    

     

    (A)
      (1)
      the sale is to an Eligible Purchaser (as defined below), (2) if required by
      the
      Pooling and Servicing Agreement (as defined below) a letter to substantially
      the
      same effect as either this letter or, if the Eligible Purchaser is a Qualified
      Institutional Buyer as defined under Rule 144A of the Act, the Rule 144A and
      Related Matters Certificate in the form attached to the Pooling and Servicing
      Agreement (as defined below) (or such other documentation as may be acceptable
      to the Trustee) is executed promptly by the purchaser and delivered to the
      addressees hereof and (3) all offers or solicitations in connection with the
      sale, whether directly or through any agent acting on our behalf, are limited
      only to Eligible Purchasers and are not made by means of any form of general
      solicitation or general advertising whatsoever; and

     

    (B) if
      the
      Privately Offered Certificates is not registered under the Act (as to which
      we
      acknowledge you have no obligation), the Privately Offered Certificates is
      sold
      in a transaction that does not require registration under the Act and any
      applicable state securities or “blue sky” laws and, if U.S. Bank National
      Association (the “Trustee”) so requests, a satisfactory Opinion of Counsel is
      furnished to such effect, which Opinion of Counsel shall be an expense of the
      transferor or the transferee;

     

    
      	 	
              (vii)

            	
              we
                agree to be bound by all of the terms (including those relating to
                restrictions on transfer) of the Pooling and Servicing, pursuant
                to which
                the Trust was formed; we have reviewed carefully and understand the
                terms
                of the Pooling and Servicing
                Agreement;

            


    

     

    
      	 	
              (viii)

            	
              we
                either: (i) are not acquiring the Privately Offered Certificates
                directly
                or indirectly by, or on behalf of, an employee benefit plan or other
                retirement arrangement which is subject to Title I of the Employee
                Retirement Income Security Act of 1974, as amended, or section 4975
                of the
                Internal Revenue Code of 1986, as amended, or (ii) are providing
                a
                representation to the effect that the proposed transfer and holding
                of a
                Privately Offered Certificates and the servicing, management and
                operation
                of the Trust and its assets: (I) will not result in any prohibited
                transaction which is not covered under an individual or class prohibited
                transaction exemption, including, but not limited to, Prohibited
                Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE
                95-60, or PTCE 96-23 and (II) will not give rise to any additional
                obligations on the part of the Depositor, the Master Servicer or
                the
                Trustee or (iii) have attached hereto the opinion specified in Section
                5.07 of the Agreement.

            


    

     

    
      	 	
              (ix)

            	
              We
                understand that each of the Privately Offered Certificates bears,
                and will
                continue to bear, a legend to substantiate the following effect:
“THIS
                CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
                ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE
                SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
                AGREES
                THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
                TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
                APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES
                ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
                QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A
“QIB”),
                PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT
                OF A
                QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
                RESALE,
                PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
                (2)
                PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
                THE
                SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN
                “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE
                501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY
                IN
                WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING
                NOT
                FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A)
                THE
                RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED
                IN
                THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE
                ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER
                IS
                IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR
                IN EACH
                CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED
                STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY
                NOT BE
                ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE
                BENEFIT
                PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I
                OF THE
                EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
                4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UNLESS THE
                PROPOSED
                TRANSFER AND HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
                AND
                OPERATION OF THE TRUST AND ITS ASSETS: (1) WILL NOT RESULT IN ANY
                PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR
                CLASS
                PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO,
                PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 91-38, PTCE
                90-1, PTCE 95-60 OR PTCE 96-23 AND (II) WILL NOT GIVE RISE TO ANY
                ADDITIONAL OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE MASTER SERVICER
                OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A
                BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE OR UNLESS THE OPINION
                PROVIDED IN SECTION 5.07 OF THE AGREEMENT IS
                PROVIDED.”

            


    

     

    “Eligible
      Purchaser”
      means a
      corporation, partnership or other entity which we have reasonable grounds to
      believe and do believe (i) can make representations with respect to itself
      to
      substantially the same effect as the representations set forth herein, and
      (ii)
      is either a Qualified Institutional Buyer as defined under Rule 144A of the
      Act
      or an institutional “Accredited Investor” as defined under Rule 501 of the
      Act.

     

    Terms
      not
      otherwise defined herein shall have the meanings assigned to them in the Pooling
      and Servicing Agreement, dated as of April 1, 2007, among Structured Asset
      Mortgage Investments II Inc., EMC Mortgage Corporation, as seller and master
      servicer and U.S. Bank National Association as Trustee (the “Pooling and
      Servicing Agreement’).

     

    If
      the
      Purchaser proposes that its Certificates be registered in the name of a nominee
      on its behalf, the Purchaser has identified such nominee below, and has caused
      such nominee to complete the Nominee Acknowledgment at the end of this
      letter.

     

    Name
      of
      Nominee (if any): ____________________

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    IN
      WITNESS WHEREOF, this document has been executed by the undersigned who is
      duly
      authorized to do so on behalf of the undersigned Eligible Purchaser on the
      ___
      day of ________, 20___.

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              [PURCHASER]

            
	 	 
	 	
              By:

            	 
	 	
              (Authorized
                Officer)

            
	 	 
	 	
              [By:

            	 
	 	
              Attorney-in-fact]

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    Nominee
      Acknowledgment

     

    The
      undersigned hereby acknowledges and agrees that as to the Certificates being
      registered in its name, the sole beneficial owner thereof is and shall be the
      Purchaser identified above, for whom the undersigned is acting as
      nominee.

     

    


    
      	 	
              [NAME
                OF NOMINEE]

            
	 	 
	 	
              By:

            	 
	 	
              (Authorized
                Officer)

            
	 	 
	 	
              [By:

            	 
	 	
              Attorney-in-fact]

            


    

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      F-2

     

    FORM
      OF
      RULE 144A AND RELATED MATTERS CERTIFICATE

     

    [SELLER]                                           
                                                             [Date]

     

    U.S.
      Bank
      National Association

    One
      Federal Street, 3rd Floor

    Boston,
      Massachusetts 02110

    


    Structured
      Asset Mortgage Investments II Inc.

    383
      Madison Avenue

    New
      York,
      New York 10179

     

    
      	 	
              Re:

            	
              Structured
                Asset Mortgage Investments II Inc., Prime Mortgage Trust,

              Series
                2007-2 Mortgage Pass-Through Certificates (the
                “Certificates”),

              including
                the Class B-4, Class B-5 and Class B-6 Certificates (the “Privately
                Offered Certificates”)

            


    

    


    Dear
      Ladies and Gentlemen:

    


    In
      connection with our purchase of Privately Offered Certificates, the undersigned
      certifies to each of the parties to whom this letter is addressed that it is
      a
      qualified institutional buyer (as defined in Rule 144A under the Securities
      Act
      of 1933, as amended (the “Act”)) as follows:

     

    
      	
              1.

            	
              It
                owned and/or invested on a discretionary basis eligible securities
                (excluding affiliate’s securities, bank deposit notes and CD’s, loan
                participations, repurchase agreements, securities owned but subject
                to a
                repurchase agreement and swaps), as described
                below:

            


    

     

    Date:
      ______________, 20__ (must be on or after the close of its most recent fiscal
      year)

     

    Amount:
      $
      _____________________; and

     

    2. The
      dollar amount set forth above is:

    
      
         

        
          	 	
                  a.

                	
                  greater
                    than $100 million and the undersigned is one of the following
                    entities:

                


        

         

      

      
        	 	
                (x)

              	
                an
                  insurance company as defined in Section 2(13) of the Act1 ;
                  or

              


      

       

    

    
      	 	
              (y)

            	
              an
                investment company registered under the Investment Company Act or
                any
                business development company as defined in Section 2(a)(48) of the
                Investment Company Act of 1940; or

            


    

     

    
      	 	
              (z)

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

            


    

     

    
      	 	
              (aa)

            	
              a
                plan (i) established and maintained by a state, its political
                subdivisions, or any agency or instrumentality of a state or its
                political
                subdivisions, the laws of which permit the purchase of securities
                of this
                type, for the benefit of its employees and (ii) the governing investment
                guidelines of which permit the purchase of securities of this type;
                or

            


    

     

    
      	 	
              (bb)

            	
              a
                business development company as defined in Section 202(a)(22) of
                the
                Investment Advisers Act of 1940; or

            


    

     

    
      	 	
              (cc)

            	
              a
                corporation (other than a U.S. bank, savings and loan association
                or
                equivalent foreign institution), partnership, Massachusetts or similar
                business trust, or an organization described in Section 501(c)(3)
                of the
                Internal Revenue Code; or

            


    

     

    
      	 	
              (dd)

            	
              a
                U.S. bank, savings and loan association or equivalent foreign institution,
                which has an audited net worth of at least $25 million as demonstrated
                in
                its latest annual financial statements;
                or

            


    

     

    
      	 	
              (ee)

            	
              an
                investment adviser registered under the Investment Advisers Act;
                or

            


    

     

    
      	 	
              b.

            	
              greater
                than $10 million, and the undersigned is a broker-dealer registered
                with
                the SEC; or

            


    

     

    
      	 	
              c.

            	
              less
                than $10 million, and the undersigned is a broker-dealer registered
                with
                the SEC and will only purchase Rule 144A securities in transactions
                in
                which it acts as a riskless principal (as defined in Rule 144A);
                or

            


    

     

    
      	 	
              d.

            	
              less
                than $100 million, and the undersigned is an investment company registered
                under the Investment Company Act of 1940, which, together with one
                or more
                registered investment companies having the same or an affiliated
                investment adviser, owns at least $100 million of eligible securities;
                or

            


    

     

    
      	 	
              e.

            	
              less
                than $100 million, and the undersigned is an entity, all the equity
                owners
                of which are qualified institutional
                buyers.

            


    

     

    The
      undersigned further certifies that it is purchasing a Privately Offered
      Certificates for its own account or for the account of others that independently
      qualify as “Qualified Institutional Buyers” as defined in Rule 144A. It is aware
      that the sale of the Privately Offered Certificates is being made in reliance
      on
      its continued compliance with Rule 144A. It is aware that the transferor may
      rely on the exemption from the provisions of Section 5 of the Act provided
      by
      Rule 144A. The undersigned understands that the Privately Offered Certificates
      may be resold, pledged or transferred only to (i) a person reasonably believed
      to be a Qualified Institutional Buyer that purchases for its own account or
      for
      the account of a Qualified Institutional Buyer to whom notice is given that
      the
      resale, pledge or transfer is being made in reliance in Rule 144A, or (ii)
      an
      institutional “accredited investor,” as such term is defined under Rule 501 of
      the Act in a transaction that otherwise does not constitute a public
      offering.

     

    The
      undersigned agrees that if at some future time it wishes to dispose of or
      exchange any of the Privately Offered Certificates, it will not transfer or
      exchange any of the Privately Offered Certificates to a Qualified Institutional
      Buyer without first obtaining a Rule 144A and Related Matters Certificate in
      the
      form hereof from the transferee and delivering such certificate to the
      addressees hereof. Prior to making any transfer of Privately Offered
      Certificates, if the proposed Transferee is an institutional “accredited
      investor,” the transferor shall obtain from the transferee and deliver to the
      addressees hereof an Investment Letter in the form attached to the Pooling
      and
      Servicing Agreement, dated as of April 1, 2007, among Structured Asset Mortgage
      Investments II Inc., EMC Mortgage Corporation and U.S. Bank National
      Association, as Trustee, pursuant to Certificates were issued.

     

    The
      undersigned certifies that it either: (i) is not acquiring the Privately Offered
      Certificates directly or indirectly by, or on behalf of, an employee benefit
      plan or other retirement arrangement which is subject to Title I of the Employee
      Retirement Income Security Act of 1974, as amended, or section 4975 of the
      Internal Revenue Code of 1986, as amended, or (ii) is providing a representation
      or an opinion of counsel to the effect that the proposed transfer and holding
      of
      a Privately Offered Certificates and the servicing, management and operation
      of
      the Trust and its assets: (I) will not result in any prohibited transaction
      which is not covered under a prohibited transaction exemption, including, but
      not limited to, Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE
      91-38, PTCE 90-1, PTCE 95-60, PTCE 96-23 and (II) will not give rise to any
      additional obligations on the part of the Depositor, the Master Servicer or
      the
      Trustee or (iii) has attached hereto the opinion specified in Section 5.07
      of
      the Agreement.

     

    If
      the
      Purchaser proposes that its Certificates be registered in the name of a nominee
      on its behalf, the Purchaser has identified such nominee below, and has caused
      such nominee to complete the Nominee Acknowledgment at the end of this
      letter.

     

    


     

    

      

      
        1 A
          purchase by an insurance company for one or more of its separate accounts,
          as
          defined by Section 2(a)(37) of the Investment Company Act of 1940, which
          are
          neither registered nor required to be registered thereunder, shall be deemed
          to
          be a purchase for the account of such insurance company.


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    Name
      of
      Nominee (if any):

     

    IN
      WITNESS WHEREOF, this document has been executed by the undersigned who is
      duly
      authorized to do so on behalf of the undersigned Eligible Purchaser on the
      ____
      day of ___________, 20___.

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              [PURCHASER]

            
	 	 
	 	 
	 	
              By:
                

            	 
	 	
              (Authorized
                Officer)

            
	 	 
	 	 
	 	
              [By:
                

            	 
	 	
              Attorney-in-fact]

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    NOMINEE
      ACKNOWLEDGMENT

     

    The
      undersigned hereby acknowledges and agrees that as to the Certificates being
      registered in its name, the sole beneficial owner thereof is and shall be the
      Purchaser identified above, for whom the undersigned is acting as
      nominee.

     

    


    
      	 	
              [NAME
                OF NOMINEE]

            
	 	 
	 	
              By:

            	 
	 	
              (Authorized
                Officer)

            
	 	 
	 	
              [By:

            	 
	 	
              Attorney-in-fact]

            


    

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      F-3

    


    


    FORM
      OF
      TRANSFER CERTIFICATE FOR EXCHANGE OR

    TRANSFER
      FROM RULE 144A GLOBAL CERTIFICATE TO

    REGULATION
      S GLOBAL CERTIFICATE

    


    


    U.S.
      Bank
      National Association

    One
      Federal Street, 3rd Floor

    Boston,
      Massachusetts 02110

    


    


    Reference
      is hereby made to the Pooling and Servicing Agreement (“Pooling and Servicing
      Agreement”), dated as of April 1, 2007, among Structured Asset Mortgage
      Investments II Inc., as Depositor, EMC Mortgage Corporation, as Seller and
      Master Servicer and U.S. Bank National Association as Trustee. Capitalized
      terms
      used but not defined herein are used as defined in the Pooling and Servicing
      Agreement:

    


    The
      undersigned (the “Transferor”)
      owns
      and proposes to transfer the interests in the Rule 144A Global Certificates
      specified in Annex A hereto (the “Certificates”)
      to
      __________ (the “Transferee”), in the principal amounts in such Rule 144A Global
      Certificates (the “Transfer”)
      as
      further specified in Annex A hereto. In connection with the Transfer, the
      Transferor hereby certifies that:

    


    
      	 	
              (a)

            	
              the
                Transfer is being effected in accordance with transfer restrictions
                set
                forth in the Pooling and Servicing Agreement and the
                Certificates;

            


    

    


    
      	 	
              (b)

            	
              the
                Transfer is being effected pursuant to and in accordance with Rule
                903 or
                Rule 904 under the Securities Act of 1933, as amended (the “Securities
                Act”)
                and, accordingly, the Transferor hereby further certifies
                that:

            


    

    


    
      	 	
              (i)

            	
              the
                Transfer is not being made to a person in the United States and (x)
                at the
                time the buy order was originated, the Transferee was outside the
                United
                States or the Transferor and each Person acting on its behalf reasonably
                believed and believes that the Transferee was outside the United
                States or
                (y) the transaction was executed in, on or through the facilities
                of a
                “designated offshore securities market” (as defined Rule 902 of Regulation
                S under the Securities Act) and neither the Transferor nor any Person
                acting on its behalf knows that the transaction was prearranged with
                a
                buyer in the United States,

            


    

     

    
      	 	
              (ii)

            	
              no
                directed selling efforts have been made in contravention of the
                requirements of Rule 903 or Rule 904 of Regulation S under the Securities
                Act, and

            


    

    


    
      	 	
              (iii)

            	
              the
                transaction is not part of a plan or scheme to evade the registration
                requirements of the Securities Act.

            


    

    


    Upon
      consummation of the proposed transfer in accordance with the terms of the
      Pooling and Servicing Agreement, the transferred beneficial interest will be
      subject to the restrictions on transfer enumerated in the legends printed on
      the
      Regulation S Global Certificates by which the Transferee shall hold its interest
      and in the Pooling and Servicing Agreement and the Securities Act.

    


    
      	
              Dated:

            	
              Very
                truly yours,

            
	 	
              [Name
                of Transferor]

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    ANNEX
      A

    


    The
      Transferor owns and proposes to transfer a beneficial interest in the
      following:

    


    
      	
              (i)

            	 	
              G

            	
              Class
                [___] Rule 144A Global Certificate, principal amount of $_____________,
                

            
	 	 	 	 
	
              (ii)

            	 	
              G

            	
              Class
                [___] Rule 144A Global Certificate, principal amount of $_____________,
                or

            
	 	 	 	 
	
              (iii)

            	 	
              G

            	
              Class
                [___] Rule 144A Global Certificate, principal amount of
                $_____________.

            


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      F-4

    


    FORM
      OF
      TRANSFER CERTIFICATE FOR EXCHANGE OR

    TRANSFER
      FROM REGULATION S GLOBAL CERTIFICATE TO

    RULE
      144A
      GLOBAL CERTIFICATE

    


    U.S.
      Bank
      National Association

    One
      Federal Street, 3rd Floor

    Boston,
      Massachusetts 02110

    


    


    Reference
      is hereby made to the Pooling and Servicing Agreement (“Pooling and Servicing
      Agreement”), dated as of April 1, 2007, among Structured Asset Mortgage
      Investments II Inc., as Depositor, EMC Mortgage Corporation, as Seller and
      Master Servicer and U.S. Bank National Association as Trustee. Capitalized
      terms
      used but not defined herein are used as defined in the Pooling and Servicing
      Agreement:

    


    The
      undersigned (the “Transferor”)
      owns
      and proposes to transfer the interests in the Regulation S Global Certificates
      specified in Annex A hereto (the “Certificates”),
      in
      the principal amounts in such Regulation S Global Certificates (the
“Transfer”),
      as
      further specified in Annex A hereto. In connection with the Transfer, the
      Transferor hereby certifies that:

    


    
      	 	
              (a)

            	
              the
                Transfer is being effected in accordance with transfer restrictions
                set
                forth in the Pooling and Servicing Agreement and the
                Certificates;

            


    

    


    
      	 	
              (b)

            	
              the
                Transfer is being effected pursuant to and in accordance with Rule
                144A
                under the Securities Act of 1933, as amended (the “Securities
                Act”),
                and, accordingly, the Transferor hereby further certifies
                that:

            


    

    


    
      	 	
              (i)

            	
              the
                Transferee is purchasing the beneficial interest for its own account,
                or
                for one or more accounts with respect to which the Transferee exercises
                sole investment discretion,

            


    

    


    
      	 	
              (ii)

            	
              the
                Transferor reasonably believes that the Transferee and each such
                account
                is a “qualified institutional buyer” within the meaning of Rule 144A,
                and

            


    

    


    
      	 	
              (iii)

            	
              the
                Transfer is in compliance with any applicable blue sky securities
                laws of
                any state of the United States.

            


    

    
 

    Upon
      consummation of the proposed Transfer in accordance with the terms of the
      Pooling and Servicing Agreement, the transferred beneficial interest will be
      subject to the restrictions on transfer enumerated in the legends printed on
      the
      Rule 144A Global Certificates by which the Transferee shall hold its interest
      and in the Pooling and Servicing Agreement and the Securities Act.

    


    
      	
              Dated:

            	
              Very
                truly yours,

            
	 	
              [Name
                of Transferor]

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    ANNEX
      A

    


    The
      Transferor owns and proposes to transfer a beneficial interest in the
      following:

    


    
      	
              (i)

            	 	
              G

            	
              Class
                [___] Regulation S Global Certificate, principal amount of $_____________,
                

            
	 	 	 	 
	
              (ii)

            	 	
              G

            	
              Class
                [___] Regulation S Global Certificate, principal amount of $_____________,
                or

            
	 	 	 	 
	
              (iii)

            	 	
              G

            	
              Class
                [___] Regulation S Global Certificate, principal amount of
                $_____________.

            


    

    


    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      G

    


    FORM
      OF CUSTODIAL AGREEMENT

    


    THIS
      CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
“Agreement”), dated as of April 30, 2007, by and among U.S. BANK NATIONAL
      ASSOCIATION, not individually but solely as trustee under the Pooling and
      Servicing Agreement defined below (including its successors under the Pooling
      and Servicing Agreement defined below, the “Trustee”), STRUCTURED ASSET MORTGAGE
      INVESTMENTS II INC., as depositor (together with any successor in interest,
      the
“Depositor”), EMC MORTGAGE CORPORATION, as
      a seller
      (in such capacity, “EMC”) as master servicer (together
      with any successor in interest or successor under the Pooling and Servicing
      Agreement referred to below, the “Master Servicer”), WELLS FARGO BANK, NATIONAL
      ASSOCIATION, as custodian (together with any successor in interest or any
      successor appointed hereunder, the “Custodian”) and MASTER FUNDING LLC, as a
      seller (“Master Funding”, and together with EMC, the “Sellers”).

     

    WITNESSETH
      THAT:

     

    WHEREAS,
      the Depositor, EMC Mortgage Corporation, as a seller (in such capacity, “EMC”),
      the Master Servicer and the Trustee have entered into a Pooling and Servicing
      Agreement, dated as of April 1, 2007, relating to the issuance of Prime Mortgage
      Trust, Mortgage Pass-Through Certificates, Series 2007-2 (as in effect on the
      date of this agreement, and as amended and supplemented from time to time,
      the
“Pooling and Servicing Agreement”).

     

    WHEREAS,
      the Custodian has agreed to act as agent for the Trustee on behalf of the
      Certificateholders for the purposes of receiving and holding certain documents
      and other instruments delivered by the Depositor, the Sellers or the Master
      Servicer under the Pooling and Servicing Agreement and the Servicers under
      their
      respective Servicing Agreements, all upon the terms, conditions and obligations
      and subject to the limitations hereinafter set forth. In the event any custodian
      terms, conditions and obligations are defined in the Pooling and Servicing
      Agreement, this custodial agreement shall supersede.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements hereinafter set forth, the Trustee, the Depositor, the Sellers,
      the
      Master Servicer and the Custodian hereby agree as follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    Capitalized
      terms used in this Agreement and not defined herein shall have the meanings
      assigned in the Pooling and Servicing Agreement, unless otherwise required
      by
      the context herein.

     

    ARTICLE
      II

    CUSTODY
      OF MORTGAGE DOCUMENTS

     

    Section
      2.1.  Custodian
      to Act as Agent: Acceptance of Mortgage Files.
      The
      Custodian, as the duly appointed custodial agent of the Trustee for these
      purposes, acknowledges (subject to any exceptions noted in the Initial
      Certification referred to in Section 2.3(a)) receipt of the Mortgage Files
      relating to the Mortgage Loans identified on the schedule attached hereto (the
      “Mortgage Files”) and declares that it holds and will hold such Mortgage Files
      as agent for the Trustee, in trust, for the use and benefit of all present
      and
      future Certificateholders.

     

    Section
      2.2.  Recordation
      of Assignments.
      If any
      Mortgage File includes one or more assignments of Mortgage that have not been
      recorded pursuant to the provisions of Section 2.01 of the Pooling and Servicing
      Agreement and the related Mortgage Loan is not a MOM Loan or the related
      Mortgaged Properties are located in jurisdictions specifically excluded by
      the
      Opinion of Counsel delivered to the Trustee pursuant to Section 2.01 of the
      Pooling and Servicing Agreement, each such assignment shall be delivered by
      the
      Custodian to the Depositor for the purpose of recording it in the appropriate
      public office for real property records, and the Depositor, at no expense to
      the
      Custodian, shall promptly cause to be recorded in the appropriate public office
      for real property records each such assignment of Mortgage and, upon receipt
      thereof from such public office, shall return each such assignment of Mortgage
      to the Custodian.

     

    Section
      2.3.  Review
      of Mortgage Files.

     

    (a)  On
      or
      prior to the Closing Date, in accordance with Section 2.02 of the Pooling and
      Servicing Agreement, the Custodian shall deliver to EMC (on its own behalf
      and
      on behalf of Master Funding), the Depositor, the Master Servicer and the Trustee
      an Initial Certification in the form annexed hereto as Exhibit One evidencing
      receipt (subject to any exceptions noted therein) of a Mortgage File for each
      of
      the Mortgage Loans listed on Schedule A attached hereto (the “Mortgage Loan
      Schedule”).

     

    (b)  Within
      90
      days of the Closing Date, the Custodian agrees, for the benefit of
      Certificateholders, to review, in accordance with the provisions of Section
      2.02
      of the Pooling and Servicing Agreement, each such document, and shall deliver
      to
      EMC (on its own behalf and on behalf of Master Funding), the Depositor, the
      Master Servicer and the Trustee an Interim Certification in the form annexed
      hereto as Exhibit Two to the effect that all such documents have been executed
      and received and that such documents relate to the Mortgage Loans identified
      on
      the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
      attached to such Interim Certification. The Custodian shall be under no duty
      or
      obligation to inspect, review or examine said documents, instruments,
      certificates or other papers to determine that the same are genuine,
      enforceable, or appropriate for the represented purpose or that they have
      actually been recorded or that they are other than what they purport to be
      on
      their face.

     

    (c)  Not
      later
      than 180 days after the Closing Date, the Custodian shall review, for the
      benefit of Certificateholders, the Mortgage Files as provided in Section 2.02
      of
      the Pooling and Servicing Agreement and deliver to EMC (on its own behalf and
      on
      behalf of Master Funding), the Depositor, the Master Servicer and the Trustee
      a
      Final Certification in the form annexed hereto as Exhibit Three evidencing
      the
      completeness of the Mortgage Files. 

     

    (d)  In
      reviewing the Mortgage Files as provided herein and in the Pooling and Servicing
      Agreement, the Custodian shall make no representation as to and shall not be
      responsible to verify (i) the validity, legality, enforceability, due
      authorization, recordability, sufficiency or genuineness of any of the documents
      included in any Mortgage File or (ii) the collectability, insurability,
      effectiveness or suitability of any of the documents in any Mortgage
      File.

     

    Upon
      receipt of written request from EMC, the Master Servicer or the Trustee, the
      Custodian shall as soon as practicable supply such Person with a list of all
      of
      the documents relating to the Mortgage Loans missing from the Mortgage
      Files.

     

    Section
      2.4.  Notification
      of Breaches of Representations and Warranties.
      Upon
      discovery by the Custodian of a breach of any representation or warranty made
      by
      the Depositor as set forth in the Pooling and Servicing Agreement with respect
      to a Mortgage Loan relating to a Mortgage File, the Custodian shall give prompt
      written notice to the Depositor, the Master Servicer and the
      Trustee.

     

    Section
      2.5.  Custodian
      to Cooperate: Release of Mortgage Files.
      Upon
      receipt of written notice from the Depositor that EMC has repurchased one or
      more Mortgage Loans pursuant to Article II of the Pooling and Servicing
      Agreement, and a request for release (a “Request for Release”) confirming that
      the purchase price therefor has been deposited in the Master Servicer Collection
      Account or the Distribution Account, then the Custodian agrees to promptly
      release to the Seller the related Mortgage Files.

     

    Upon
      the
      Custodian’s receipt of a Request for Release substantially in the form of
      Exhibit D to the Pooling and Servicing Agreement signed by a Servicing Officer
      of the related Servicer, stating that it has received payment in full of a
      Mortgage Loan or that payment in full will be escrowed in a manner customary
      for
      such purposes, the Custodian agrees promptly to release to the related Servicer,
      the related Mortgage File. The Depositor shall deliver to the Custodian and
      the
      Custodian agrees to review in accordance with the provisions of this Agreement
      the Mortgage Note and other documents constituting the Mortgage File with
      respect to any Substitute Mortgage Loan.

     

    From
      time
      to time as is appropriate for the servicing or foreclosure of any Mortgage
      Loan,
      including, for this purpose collection under any Primary Insurance Policy,
      the
      related Servicer (or if the Servicer does not, the Master Servicer) shall
      deliver to the Custodian a Request for Release signed by a Servicing Officer
      requesting that possession of all of the Mortgage File be released to the
related
      Servicer
      and
      certifying as to the reason for such release and that such release will not
      invalidate any insurance coverage provided in respect of the Mortgage Loan
      under
      any of the Insurance Policies. Upon receipt of the foregoing, the Custodian
      shall deliver the Mortgage File to the related Servicer. All Mortgage Files
      so
      released to the related Servicer shall be held by it in trust for the Trustee
      for the use and benefit of all present and future Certificateholders. The
      related Servicer shall cause each Mortgage File or any document therein so
      released to be returned to the Custodian when the need therefor by the related
      Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated
      and
      the Liquidation Proceeds relating to the Mortgage Loan have been deposited
      in
      the Master Servicer Collection Account or the Distribution Account or (ii)
      the
      Mortgage File or such document has been delivered to an attorney, or to a public
      trustee or other public official as required by law, for purposes of initiating
      or pursuing legal action or other proceedings for the foreclosure of the
      Mortgaged Property either judicially or non-judicially, and the related Servicer
      has delivered to the Custodian a certificate of a Servicing Officer certifying
      as to the name and address of the Person to which such Mortgage File or such
      document was delivered and the purpose or purposes of such
      delivery.

     

    At
      any
      time that the related Servicer is required to deliver to the Custodian a Request
      for Release, the related Servicer shall deliver two copies of the Request for
      Release if delivered in hard copy or the related Servicer may furnish such
      Request for Release electronically to the Custodian, in which event the
      Servicing Officer transmitting the same shall be deemed to have signed the
      Request for Release. In connection with any Request for Release of a Mortgage
      File because of a repurchase of a Mortgage Loan, such Request for Release shall
      be followed by an assignment of mortgage, without recourse, representation
      or
      warranty from the Trustee to the Seller (unless such Mortgage Loan is a MOM
      Loan) and the related Mortgage Note shall be endorsed without recourse,
      representation or warranty by the Trustee and be returned to the Seller;
      provided, however, that in the case of a Mortgage Loan that is registered on
      the
      MERS System, no assignment of mortgage or endorsement of the Mortgage Note
      by
      the Trustee shall be required. In connection with any Request for Release of
      a
      Mortgage File because of the payment in full of a Mortgage Loan, such Request
      for Release shall be accompanied by a certificate of satisfaction or other
      similar instrument to be executed by or on behalf of the Trustee and returned
      to
      the related Servicer.

     

    Section
      2.6.  Assumption
      Agreements.
      In the
      event that any assumption agreement, substitution of liability agreement or
      sale
      of servicing agreement is entered into with respect to any Mortgage Loan subject
      to this Agreement in accordance with the terms and provisions of the Pooling
      and
      Servicing Agreement, the Master Servicer shall enforce any obligation of the
      related Servicer under the related Servicing Agreement to notify the Custodian
      that such assumption or substitution agreement has been completed by forwarding
      to the Custodian the original of such assumption or substitution agreement,
      which shall be added to the related Mortgage File and, for all purposes, shall
      be considered a part of such Mortgage File to the same extent as all other
      documents and instruments constituting parts thereof.

     

    ARTICLE
      III

    CONCERNING
      THE CUSTODIAN

     

    Section
      3.1.  Custodian
      as Bailee and Agent of the Trustee.
      With
      respect to each Mortgage Note, Mortgage and other documents constituting each
      Mortgage File which are delivered to the Custodian, the Custodian is exclusively
      the bailee and custodial agent of the Trustee and has no instructions to hold
      any Mortgage Note or Mortgage for the benefit of any person other than the
      Trustee and the Certificateholders and undertakes to perform such duties and
      only such duties as are specifically set forth in this Agreement and in the
      Pooling and Servicing Agreement. Except upon compliance with the provisions
      of
      Section 2.5 of this Agreement, no Mortgage Note, Mortgage or Mortgage File
      shall
      be delivered by the Custodian to the Depositor, the Servicers or the Master
      Servicer or otherwise released from the possession of the
      Custodian.

     

    Section
      3.2.  Custodian
      May Own Certificates.
      The
      Custodian in its individual or any other capacity may become the owner or
      pledgee of Mortgage Pass-Through Certificates with the same rights it would
      have
      if it were not Custodian.

     

    Section
      3.3.  Trustee
      to Pay Custodian’s Fees.
      The
      Trustee covenants and agrees to pay to the Custodian from time to time, and
      the
      Custodian shall be entitled to, reasonable compensation for all services
      rendered by it in the exercise and performance of any of the powers and duties
      hereunder of the Custodian.

     

    Section
      3.4.  Custodian
      May Resign; Trustee May Remove Custodian.
      The
      Custodian may resign from the obligations and duties hereby imposed upon it
      as
      such obligations and duties relate to its acting as Custodian of the Mortgage
      Loans. Upon receiving such written notice of resignation, the Trustee shall
      either take custody of the Mortgage Files itself and give prompt written notice
      thereof to the Depositor, the Master Servicer and the Custodian, or promptly
      appoint a successor Custodian by written instrument, in duplicate, one copy
      of
      which instrument shall be delivered to the resigning Custodian and one copy
      to
      the successor Custodian. If the Trustee shall not have taken custody of the
      Mortgage Files and no successor Custodian shall have been so appointed and
      have
      accepted appointment within 30 days after the giving of such written notice
      of
      resignation, the resigning Custodian may petition any court of competent
      jurisdiction for the appointment of a successor Custodian.

     

    The
      Trustee may remove the Custodian at any time with the consent of the Master
      Servicer. In such event, the Trustee shall appoint, or petition a court of
      competent jurisdiction to appoint, a successor Custodian hereunder. Any
      successor Custodian shall be a depository institution subject to supervision
      or
      examination by federal or state authority, shall be able to satisfy the other
      requirements contained in Section 3.6 and shall be unaffiliated with the
      Servicer, or the Depositor.

     

    Any
      resignation or removal of the Custodian and appointment of a successor Custodian
      pursuant to any of the provisions of this Section 3.4 shall become effective
      upon acceptance of appointment by the successor Custodian. The Trustee shall
      give prompt notice to the Depositor and the Master Servicer of the appointment
      of any successor Custodian. No successor Custodian shall be appointed by the
      Trustee without the prior approval of the Depositor and the Master
      Servicer.

     

    Section
      3.5.  Merger
      or Consolidation of Custodian.
      Any
      Person into which the Custodian may be merged or converted or with which it
      may
      be consolidated, or any Person resulting from any merger, conversion or
      consolidation to which the Custodian shall be a party, or any Person succeeding
      to the business of the Custodian, shall be the successor of the Custodian
      hereunder, without the execution or filing of any paper or any further act
      on
      the part of any of the parties hereto, anything herein to the contrary
      notwithstanding; provided that such successor is a depository institution
      subject to supervision or examination by federal or state authority and is
      able
      to satisfy the other requirements contained in Section 3.6 and is unaffiliated
      with the Master Servicer or the Depositor.

     

    Section
      3.6.  Representations
      of the Custodian.
      The
      Custodian hereby represents that it is a depository institution subject to
      supervision or examination by a federal or state authority, has a combined
      capital and surplus of at least $15,000,000 and is qualified to do business
      in
      the jurisdictions in which it will hold any Mortgage File.

     

    ARTICLE
      IV

    COMPLIANCE
      WITH REGULATION AB

     

    Section
      4.1.  Intent
      of the Parties; Reasonableness.
      The
      parties hereto acknowledge and agree that the purpose of this Article IV is
      to
      facilitate compliance by the Depositor with the provisions of Regulation AB
      and
      related rules and regulations of the Commission. The Depositor shall not
      exercise its right to request delivery of information or other performance
      under
      these provisions other than in good faith, or for purposes other than compliance
      with the Securities Act, the Exchange Act and the rules and regulations of
      the
      Commission under the Securities Act and the Exchange Act. Each of the parties
      hereto acknowledges that interpretations of the requirements of Regulation
      AB
      may change over time, whether due to interpretive guidance provided by the
      Commission or its staff, consensus among participants in the mortgage-backed
      securities markets, advice of counsel, or otherwise, and agrees to comply with
      requests made by the Depositor in good faith for delivery of information under
      these provisions on the basis of evolving interpretations of Regulation AB.
      The
      Custodian shall cooperate reasonably with the Depositor to deliver to the
      Depositor (including any of its assignees or designees), any and all disclosure,
      statements, reports, certifications, records and any other information necessary
      in the reasonable, good faith determination of the Depositor to permit the
      Depositor to comply with the provisions of Regulation AB.

     

    Section
      4.2.  Additional
      Representations and Warranties of the Custodian.

     

    (a)  The
      Custodian hereby represents and warrants that the information set forth in
      the
      Prospectus Supplement under the caption “Description of the Certificates - The
      Custodians” (the “Custodian Disclosure”) does not contain any untrue statement
      of a material fact or omit to state a material fact required to be stated
      therein or necessary in order to make the statements therein, in the light
      of
      the circumstances under which they were made, not misleading.

     

    (b)  The
      Custodian shall be deemed to represent to the Depositor as of the date hereof
      and on each date on which information is provided to the Depositor under Section
      4.3 that, except as disclosed in writing to the Depositor prior to such date:
      (i) there are no aspects of its financial condition that could have a material
      adverse effect on the performance by it of its Custodian obligations under
      this
      Agreement or any other Securitization Transaction as to which it is the
      custodian; (ii) there are no material legal or governmental proceedings pending
      (or known to be contemplated) against it; and (iii) there are no affiliations,
      relationships or transactions relating to the Custodian with respect to the
      Depositor or any sponsor, issuing entity, servicer, trustee, originator,
      significant obligor, enhancement or support provider or other material
      transaction party (as such terms are used in Regulation AB) relating to the
      Securitization Transaction contemplated by the Agreement, as identified by
      the
      Depositor to the Custodian in writing as of the Closing Date (each, a
“Transaction Party”).

     

    (c)  If
      so
      requested by the Depositor on any date following the Closing Date, the Custodian
      shall, within five Business Days following such request, confirm in writing
      the
      accuracy of the representations and warranties set forth in paragraph (a) of
      this Section or, if any such representation and warranty is not accurate as
      of
      the date of such confirmation, provide reasonably adequate disclosure of the
      pertinent facts, in writing, to the requesting party. Any such request from
      the
      Depositor shall not be given more than once each calendar quarter, unless the
      Depositor shall have a reasonable basis for a determination that any of the
      representations and warranties may not be accurate.

     

    Section
      4.3.  Additional
      Information to Be Provided by the Custodian.
      For so
      long as the Certificates are outstanding, for the purpose of satisfying the
      Depositor's reporting obligation under the Exchange Act with respect to any
      class of Certificates, the Custodian shall (a) notify the Depositor in writing
      of any material litigation or governmental proceedings pending against the
      Custodian that would be material to Certificateholders, and (b) provide to
      the
      Depositor a written description of such proceedings. Any notices and
      descriptions required under this Section 4.3 shall be given no later than five
      Business Days prior to the Determination Date following the month in which
      the
      Custodian has knowledge of the occurrence of the relevant event. As of the
      date
      the Depositor, the Trustee or Master Servicer files each Report on Form 10-D
      or
      Form 10-K with respect to the Certificates, the Custodian will be deemed to
      represent that any information previously provided under this Section 4.3,
      if
      any, is materially correct and does not have any material omissions unless
      the
      Custodian has provided an update to such information.

     

    Section
      4.4.  Report
      on Assessment of Compliance and Attestation.
      On or
      before March 15 of each calendar year, the Custodian shall:

     

    deliver
      to the Master Servicer, the Trustee and the Depositor a report regarding the
      Custodian’s assessment of compliance (an “Assessment of Compliance”) with the
      Servicing Criteria (as identified and marked in Exhibit Four attached hereto)
      during the preceding calendar year, as required under Rules 13a-18 and 15d-18
      of
      the Exchange Act and Item 1122 of Regulation AB. The Assessment of Compliance,
      as set forth in Regulation AB, must contain (i) a statement by such officer
      of
      its responsibility for assessing compliance with the Servicing Criteria
      applicable to the Custodian, (ii) a statement by such officer that the Custodian
      used the Servicing Criteria attached as Exhibit Four hereto, and which will
      also
      be attached to the Assessment of Compliance, to assess compliance with the
      Servicing Criteria applicable to the Custodian, (iii) an assessment by such
      officer of the Custodian’s compliance with the applicable Servicing Criteria for
      the period consisting of the preceding calendar year, including disclosure
      of
      any material instance of noncompliance with respect thereto during such period,
      which assessment shall be based on the activities the Custodian performs with
      respect to asset-backed securities transactions taken as a whole involving
      the
      Custodian, that are backed by the same asset type as the Mortgage Loans, (iv)
      a
      statement that a registered public accounting firm has issued an attestation
      report on the Custodian’s Assessment of Compliance for the period consisting of
      the preceding calendar year, and (v) a statement as to which of the Servicing
      Criteria, if any, are not applicable to the Custodian, which statement shall
      be
      based on the activities the Custodian performs with respect to asset-backed
      securities transactions taken as a whole involving the Custodian, that are
      backed by the same asset type as the Mortgage Loans. Such report at a minimum
      shall address each of the Servicing Criteria identified and marked on Exhibit
      Four attached hereto as being applicable to the Custodian; and

     

    deliver
      to the Master Servicer, the Trustee and the Depositor an Attestation Report
      (an
“Attestation Report”) by a registered public accounting firm that attests to,
      and reports on, the Assessment of Compliance made by the Custodian, as required
      by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation
      AB, which Attestation Report must be made in accordance with standards for
      attestation reports issued or adopted by the Public Company Accounting Oversight
      Board.

     

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

     

    In
      the
      event the Custodian is terminated under, or resigns pursuant to, the terms
      of
      this Agreement, the Custodian shall provide an Assessment of Compliance and
      cause to be provided an Attestation Report pursuant to this Section 4.4
      notwithstanding any such termination or resignation.

     

    Section
      4.5.  Indemnification;
      Remedies.

     

    The
      Custodian shall indemnify the Depositor, each affiliate of the Depositor, the
      Trustee, the Master Servicer and each broker dealer acting as underwriter,
      placement agent or initial purchaser of the Certificates or each Person who
      controls any of such parties (within the meaning of Section 15 of the Securities
      Act and Section 20 of the Exchange Act); and the respective present and former
      directors, officers, employees and agents of each of the foregoing, and shall
      hold each of them harmless from and against any losses, damages, penalties,
      fines, forfeitures, legal fees and expenses and related costs, judgments, and
      any other costs, fees and expenses that any of them may sustain arising out
      of
      or based upon:

     

    (A)
      any
      untrue statement of a material fact contained or alleged to be contained in
      the
      Custodian Disclosure and any information, report, certification, accountants’
attestation or other material provided under this Article IV by or on behalf
      of
      the Custodian (collectively, the “Custodian Information”), or (B) the omission
      or alleged omission to state in the Custodian Information a material fact
      required to be stated in the Custodian Information or necessary in order to
      make
      the statements therein, in the light of the circumstances under which they
      were
      made, not misleading; or

     

    any
      failure by the Custodian to deliver any information, report, certification,
      accountants’ attestation or other material when and as required under this
      Article IV.

     

    In
      the
      case of any failure of performance described in clause (ii) of Section 4.5(a),
      the Custodian shall promptly reimburse the Depositor for all costs reasonably
      incurred by the Depositor in order to obtain the information, report,
      certification, accountants’ letter or other material not delivered as required
      by the Custodian.

     

    


    ARTICLE
      V

    MISCELLANEOUS
      PROVISIONS

     

    Section
      5.1.  Notices.
      All
      notices, requests, consents and demands and other communications required under
      this Agreement or pursuant to any other instrument or document delivered
      hereunder shall be in writing and, unless otherwise specifically provided,
      may
      be delivered personally, by telegram or telex, or by registered or certified
      mail, postage prepaid, return receipt requested, at the addresses specified
      on
      the signature page hereof (unless changed by the particular party whose address
      is stated herein by similar notice in writing).

     

    Section
      5.2.  Amendments.
      No
      modification or amendment of or supplement to this Agreement shall be valid
      or
      effective unless the same is in writing and signed by all parties hereto, and
      neither the Depositor, the Master Servicer nor the Trustee shall enter into
      any
      amendment hereof except as permitted by the Pooling and Servicing Agreement.
      The
      Trustee shall give prompt notice to the Custodian of any amendment or supplement
      to the Pooling and Servicing Agreement and furnish the Custodian with written
      copies thereof..

     

    Section
      5.3.  GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW
      YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION
      5-1401 AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
      BY
      THE LAWS OF THE STATE OF NEW YORK.

     

    Section
      5.4.  Recordation
      of Agreement.
      To the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Depositor and at the
      Trust’s expense, but only upon direction accompanied by an Opinion of Counsel
      reasonably satisfactory to the Depositor to the effect that the failure to
      effect such recordation is likely to materially and adversely affect the
      interests of the Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    Section
      5.5.  Severability
      of Provisions.
      If any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the holders thereof.

     

    [Signature
      Page Follows]

     

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



            
      IN WITNESS WHEREOF, this Agreement is executed as of the date first above
      written.

     

    
      	
              Address:

              One
                Federal Street, 3rd Floor

              Boston,
                Massachusetts 02110 

              Attention:
                Corporate Trust Services, PRIME 2007-2

              Telecopier
                No.: (617) 603-6638

            	 	
              U.S.
                BANK NATIONAL ASSOCIATION, 

              not
                individually but solely as Trustee

               

              By: 
                __________________________________________

              Name:

              Title:

            
	 	 	 
	
              Address:

              383
                Madison Avenue

              New
                York, New York 10179

            	 	
              STRUCTURED
                ASSET MORTGAGE INVESTMENTS II INC., 

              as
                Depositor

               

              By: 
                __________________________________________

              Name:

              Title:

            
	 	 	 
	
              Address:

              2780
                Lake Vista Drive

              Lewisville,
                Texas 75067

              (Facsimile:
                (214) 626-4889

              Attention:
                Michelle Viner

            	 	
              EMC
                MORTGAGE CORPORATION,

              as
                Master Servicer and Seller

               

              By: 
                __________________________________________

              Name:

              Title:

            
	 	 	 
	
              Address:

              2780
                Lake Vista Drive, 

              Lewisville,
                Texas 75067

              Facsimile:
                (214) 626-4889

              Attention:
                Mark Novachek

            	 	
              MASTER
                FUNDING LLC,

              as
                Seller

               

              By: 
                __________________________________________

              Name:

              Title:

            
	 	 	 
	
              Address:

              1015
                10th Avenue Southeast, MS 0031

              Minneapolis,
                Minnesota 55414

              Attention:
                PRIME 2007-2

            	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION 

              as
                Custodian

               

              By: 
                __________________________________________

              Name:

              Title:

            


    

    


     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    
      	
              STATE
                OF MASSACHUSETTS

            	
              )

            
	 	
              )
                ss:

            
	
              COUNTY
                OF

            	
              )

            


    

    


    On
      the
      30th
      day of
      April 2007 before me, a notary public in and for said State, personally appeared
      _________________ known to me to be a(n) __________________of U.S. Bank National
      Association, one of the parties that executed the within agreement, and also
      known to me to be the person who executed the within agreement on behalf of
      said
      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

            


    

    


     

    [SEAL]

    


    


    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            


    

    


    On
      the
      30th
      day of
      April 2007 before me, a notary public in and for said State, personally appeared
      ____________________,
      known to
      me to be a(n) ____________________ of Structured Asset Mortgage Investments
      II
      Inc., one of the corporations 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

              


      

      


    

    [SEAL]

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    
      	
              STATE
                OF TEXAS

            	
              )

            
	 	
              )
                ss:

            
	
              COUNTY
                OF DALLAS

            	
              )

            


    

    


    On
      the
      30th
      day of
      April 2007 before me, a notary public in and for said State, personally appeared
      _______________________, known to me to be a(n) __________________ of EMC
      Mortgage Corporation, one of the parties that executed the within instrument,
      and also known to me to be the person who executed the within instrument on
      behalf of said party, and acknowledged to me that such party executed the within
      instrument.

     

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

     

    


    
      
        	 	 
	 	
                Notary
                  Public

              


      

      


    

    [SEAL]

    


     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    
      	
              STATE
                OF TEXAS

            	
              )

            
	 	
              )
                ss:

            
	
              COUNTY
                OF DALLAS

            	
              )

            


    

    


    On
      the
      30th
      day of
      April 2007 before me, a notary public in and for said State, personally appeared
      _______________________, known to me to be a(n) __________________ of Master
      Funding LLC, one of the parties that executed the within instrument, and also
      known to me to be the person who executed the within instrument on behalf of
      said party, and acknowledged to me that such party executed the within
      instrument.

     

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

     

    


    
      
        	 	 
	 	
                Notary
                  Public

              


      

      


    

    [SEAL]

    


     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    
      	
              STATE
                OF MINNESOTA

            	
              )

            
	 	
              )
                ss:

            
	
              COUNTY
                OF HENNEPIN

            	
              )

            


    

    


    On
      the
      30th
      day of
      April 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., one of the parties that executed the within agreement, and also known
      to
      me to be the person who executed the within agreement on behalf of said 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

              


      

      


    

    [SEAL]

    


     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    SCHEDULE
      A

    


    MORTGAGE
      LOAN SCHEDULE

    


    (PROVIDED
      UPON REQUEST)

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    EXHIBIT
      ONE

    


    FORM
      OF
      CUSTODIAN INITIAL CERTIFICATION

    


                                April
      30,
      2007

     

    U.S.
      Bank
      National Association

    One
      Federal Street, 3rd Floor

    Boston,
      Massachusetts 02110 

    Attention:
      Corporate Trust Services, PRIME 2007-2

    Telecopier
      No.: (617) 603-6638

    


    EMC
      Mortgage Corporation

    2780
      Lake
      Vista Drive

    Lewisville,
      Texas 75067

    Facsimile:
      (469) 759-4714

    Attention:
      General Counsel

    


    Structured
      Asset Mortgage Investments II Inc.

    383
      Madison Avenue

    New
      York,
      New York 10179

    Facsimile
      No.: (212) 272-2000

    


    Attention:
      PRIME 2007-2

    


    
      	 	
              Re:

            	
              Custodial
                Agreement, dated as of April 30, 2007, by and among Structured Asset
                Mortgage Investments II Inc., EMC Mortgage Corporation, U.S. Bank
                National
                Association and Wells Fargo Bank, National Association as Custodian
                relating to Prime Mortgage Trust 2007-2, Mortgage Pass-Through
                Certificates, Series 2007-2

            


    

    


    Ladies
      and Gentlemen:

    


    In
      accordance with Section 2.3(a) of the above-captioned Custodial Agreement,
      and
      subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
      undersigned, as Custodian, hereby certifies that it has received a Mortgage
      File
      (which contains an original Mortgage Note or lost note affidavit) to the extent
      required in Section 2.01 of the Pooling and Servicing Agreement with respect
      to
      each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions
      listed on Schedule A attached hereto.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the above-captioned Custodial Agreement.

     

    


    
      	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

            
	 	 
	 	 
	 	
              By:

            	 
	 	
              Name:
                

            
	 	
              Title:

            


    

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    SCHEDULE
      A

    


    (Provided
      upon request)

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      TWO

    


    FORM
      OF
      CUSTODIAN INTERIM CERTIFICATION

    


    [DATE]

     

    U.S.
      Bank
      National Association

    One
      Federal Street, 3rd Floor

    Boston,
      Massachusetts 02110 

    Attention:
      Corporate Trust Services, PRIME 2007-2

    Telecopier
      No.: (617) 603-6638

    


    EMC
      Mortgage Corporation

    2780
      Lake
      Vista Drive

    Lewisville,
      Texas 75067

    Facsimile:
      (469) 759-4714

    Attention:
      General Counsel

     

    Structured
      Asset Mortgage Investments II Inc.

    383
      Madison Avenue

    New
      York,
      New York 10179

    Facsimile
      No.: (212) 272-2000

    


    Attention:
      PRIME 2007-2

    


    
      	 	
              Re:

            	
              Custodial
                Agreement, dated as of April 30, 2007, by and among Structured Asset
                Mortgage Investments II Inc., EMC Mortgage Corporation, U.S. Bank
                National
                Association and Wells Fargo Bank, National Association as Custodian
                relating to Prime Mortgage Trust 2007-2, Mortgage Pass-Through
                Certificates, Series 2007-2

            


    

    


    Ladies
      and Gentlemen:

    


    In
      accordance with Section 2.3(b) of the above-captioned Custodial Agreement and
      subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
      undersigned, as Custodian, hereby certifies that it has received a Mortgage
      File
      to the extent required pursuant to Section 2.01 of the Pooling and Servicing
      Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
      Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
      and has determined that: all required documents have been executed and received
      and that such documents relate to the Mortgage Loans identified on the Mortgage
      Loan Schedule, with any exceptions listed on Schedule A attached
      hereto.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the above-captioned Custodial Agreement.



    
      	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

            
	 	 
	 	 
	 	
              By:

            	 
	 	
              Name:
                

            
	 	
              Title:

            


    

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    SCHEDULE
      A

    


    (PROVIDED
      UPON REQUEST)

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      THREE

    


    FORM
      OF
      CUSTODIAN FINAL CERTIFICATION

    


    [DATE]

    


    U.S.
      Bank
      National Association

    One
      Federal Street, 3rd Floor

    Boston,
      Massachusetts 02110 

    Attention:
      Corporate Trust Services, PRIME 2007-2

    Telecopier
      No.: (617) 603-6638

    


    EMC
      Mortgage Corporation

    2780
      Lake
      Vista Drive

    Lewisville,
      Texas 75067

    Facsimile:
      (469) 759-4714

    Attention:
      General Counsel

     

    Structured
      Asset Mortgage Investments II Inc.

    383
      Madison Avenue

    New
      York,
      New York 10179

    Facsimile
      No.: (212) 272-2000

    


    Attention:
      PRIME 2007-2

    


    
      	 	
              Re:

            	
              Custodial
                Agreement, dated as of April 30, 2007, by and among Structured Asset
                Mortgage Investments II Inc., EMC Mortgage Corporation, U.S. Bank
                National
                Association and Wells Fargo Bank, National Association, as Custodian
                relating to Prime Mortgage Trust 2007-2, Mortgage Pass-Through
                Certificates, Series 2007-2

            


    

    


    Ladies
      and Gentlemen:

    


    In
      accordance with Section 2.3(c) of the above-captioned Custodial
      Agreement

    and,
      subject to Section 2.02(b) of the Pooling and Servicing Agreement, the
      undersigned, as Custodian, hereby certifies that it has received a Mortgage
      File
      to the extent required pursuant to Section 2.01 of the Pooling and Servicing
      Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
      Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
      and has determined that: all required documents have been executed and received
      and that such documents relate to the Mortgage Loans identified on the Mortgage
      Loan Schedule, with any exceptions listed on Schedule A attached
      hereto.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the above-captioned Custodial Agreement or in the Pooling and Servicing
      Agreement, as applicable.

     

    


    
      	 	
              WELLS
                FARGO BANK, NATIONAL ASSOCIATION

            
	 	 
	 	 
	 	
              By:

            	 
	 	
              Name:
                

            
	 	
              Title:

            


    

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    SCHEDULE
      A

    


    (provided
      upon request)

    


    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      FOUR

     

    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     

    The
      assessment of compliance to be delivered by the Custodian shall address, at
      a
      minimum, the criteria identified below as “Applicable Servicing
      Criteria”:


    
      

        
          	
                  Servicing
                    Criteria

                	
                  Applicable

                  Servicing
                    Criteria

                
	
                  Reference

                	
                  Criteria

                	 
	 	
                   

                  General
                    Servicing Considerations

                	 
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements

                	 
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities

                	 
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the pool assets are maintained.

                	 
	
                  1122(d)(1)(iv)

                	
                  A
                    fidelity bond and errors and omissions policy is in effect on
                    the party
                    participating in the servicing function throughout the reporting
                    period in
                    the amount of coverage required by and otherwise in accordance
                    with the
                    terms of the transaction agreements.

                	 
	 	
                   

                  Cash
                    Collection and Administration

                	 
	
                  1122(d)(2)(i)

                	
                  Payments
                    on pool assets are deposited into the appropriate custodial bank
                    accounts
                    and related bank clearing accounts no more than two business
                    days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements.

                	 
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel.

                	 
	
                  1122(d)(2)(iii)

                	
                  Advances
                    of funds or guarantees regarding collections, cash flows or distributions,
                    and any interest or other fees charged for such advances are
                    made,
                    reviewed and approved as specified in the transaction
                    agreements.

                	 
	
                  1122(d)(2)(iv)

                	
                  The
                    related accounts for the transaction, such as cash reserve accounts
                    or
                    accounts established as a form of overcollateralization, are
                    separately
                    maintained (e.g., with respect to commingling of cash) as set
                    forth in the
                    transaction agreements.

                	 
	
                  1122(d)(2)(v)

                	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institutions” with respect
                    to a foreign financial institution means a foreign financial
                    institution
                    that meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange
                    Act. 

                	 
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized
                    access.

                	 
	
                  1122(d)(2)(vii)

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including custodial accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 45 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliations; and (D) contain explanations for reconciling
                    items, These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements.

                	 
	 	
                   

                  Investor
                    Remittances and Reporting

                	 
	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements, (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors; or the trustee’s records as to the total unpaid principal
                    balance and number of pool assets serviced by the
                    servicer.

                	 
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements.

                	 
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements.

                	 
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank
                    statements.

                	 
	 	
                   

                  Pool
                    Asset Administration

                	 
	
                  1122(d)(4)(i)

                	
                  Collateral
                    or security on pool assets is maintained as required by the transaction
                    agreements or related asset pool documents.

                	
                  √

                
	
                  1122(d)(4)(ii)

                	
                  Pool
                    assets and related documents are safeguarded as required by the
                    transaction agreements.

                	
                  √

                
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements

                	 
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on pool assets, including any payoffs, made in accordance with
                    the related
                    pool asset documents are posted to the servicer’s obligor records
                    maintained no more than two business days after receipt, or such
                    other
                    number of days specified in the transaction agreements, and allocated
                    to
                    principal, interest or other items (e.g., escrow) in accordance
                    with the
                    related pool asset documents.

                	 
	
                  1122(d)(4)(v)

                	
                  The
                    servicer’s records regarding the pool assets agree with the servicer’s
                    records with respect to an obligor’s unpaid principal
                    balance.

                	 
	
                  1122(d)(4)(vi)

                	
                  Changes
                    with respect to the terms or status of an obligor’s pool asset (e.g., loan
                    modifications or re-agings) are made, reviewed and approved by
                    authorized
                    personnel in accordance with the transaction agreements and related
                    pool
                    asset documents.

                	 
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation of recovery actions (e.g., forbearance plans, modifications
                    and
                    deed in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    documents.

                	 
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a pool
                    asset is delinquent in accordance with the transaction agreements.,
                    Such
                    records are maintained in at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent pool assets including, for
                    example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or
                    unemployment).

                	 
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for pool assets with variable
                    rates
                    are computed based on the related pool asset documents.

                	 
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts);
                    (A) such
                    funds are analyzed, in accordance with the obligor’s pool asset documents,
                    on at least an annual basis, or such other period specified in
                    the
                    transaction agreements; (B) interest on such funds is paid, or
                    credited,
                    to obligors in accordance with applicable pool asset documents
                    and state
                    laws; and (C) such funds are returned to the obligor within 3-
                    calendar
                    days of full repayment of the related pool asset, or such other
                    number of
                    days specified in the transaction agreements.

                	 
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax ore insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the service at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements.

                	 
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission.

                	 
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements.

                	 
	
                  1122(d)(4)(xiv)

                	
                  Delinquencies,
                    charge-offs and uncollectible funds are recognized and recorded
                    in
                    accordance with the transaction agreements.

                	 
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in item 1114(a)(1)
                    through (3) or item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements.

                	 


        

      

    

    


    


     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      H

    


    FORM
      OF
      MORTGAGE LOAN PURCHASE AGREEMENT

    


    MORTGAGE
      LOAN PURCHASE AGREEMENT, dated as of April 30, 2007, as amended and supplemented
      by any and all amendments hereto (collectively, the “Agreement”),
      by
      and among EMC MORTGAGE CORPORATION, a Delaware corporation (“EMC” or a
“Seller”), MASTER FUNDING LLC, a Delaware limited liability company (“Master
      Funding” or a “Seller”, and together with EMC, the “Sellers”)
      and
      STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., a Delaware corporation (the
      “Purchaser”).

     

    Upon
      the
      terms and subject to the conditions of this Agreement, each Seller agrees to
      sell, and the Purchaser agrees to purchase, certain conventional, first lien
      mortgage loans secured primarily by one- to four-family residential properties
      and individual condominium units (collectively, the “Mortgage
      Loans”)
      as
      described herein. The Purchaser intends to deposit the Mortgage Loans into
      a
      trust fund (the “Trust
      Fund”)
      and
      create Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-2
      (the “Certificates”),
      under
      a pooling and servicing agreement, to be dated as of April 1, 2007 (the
“Pooling
      and Servicing Agreement”),
      among
      the Purchaser, as depositor, U.S. Bank National Association, as trustee (the
      “Trustee”)
      and
      EMC Mortgage Corporation, as seller and master servicer.

     

    The
      Purchaser has filed with the Securities and Exchange Commission (the
“Commission”)
      a
      registration statement on Form S-3 (Number 333-140247) relating to its
Mortgage
      Pass-Through Certificates
      and the
      offering of certain series thereof (including certain classes of the
      Certificates) from time to time in accordance with Rule 415 under the Securities
      Act of 1933, as amended, and the rules and regulations of the Commission
      promulgated thereunder (the “Securities
      Act”).
      Such
      registration statement, when it became effective under the Securities Act,
      and
      the prospectus relating to the public offering of certain classes of the
      Certificates by the Purchaser (the “Public
      Offering”),
      as
      each may be amended or supplemented from time to time pursuant to the Securities
      Act or otherwise, are referred to herein as the “Registration
      Statement”
and
      the
“Prospectus,”
      respectively. The “Term
      Sheet Supplement”
shall
      mean the free writing prospectus, dated April 27, 2007. The
      “Prospectus
      Supplement”
shall
      mean the final supplement, dated April
      30,
      2007,
      to the
      Prospectus, dated March
      20,
      2007,
      relating to certain classes of the Certificates. With
      respect to the Public Offering of certain classes of the Certificates, the
      Purchaser and Bear, Stearns & Co. Inc. (“Bear
      Stearns”)
      have
      entered into a terms agreement dated as of April 27, 2007 to an underwriting
      agreement dated February 26, 2007, between the Purchaser and Bear Stearns
      (together, the “Underwriting
      Agreement”).

     

    Now,
      therefore, in consideration of the premises and the mutual agreements set forth
      herein, the parties hereto agree as follows:

     

    SECTION
      1.  Definitions.
      Certain
      terms are defined herein. Capitalized terms used herein but not defined herein
      shall have the meanings specified in the Pooling and Servicing Agreement. The
      following other terms are defined as follows:

     

    Acquisition
      Price:
      With
      respect to EMC and the sale of the EMC Mortgage Loans, cash in an amount equal
      to $______ (plus $______ in accrued interest)2 .
      With
      respect to Master Funding and the sale of the Master Funding Mortgage Loans,
      cash in an amount equal to $______ (plus $______ in accrued
      interest)2.

     

    Bear
      Stearns:
      Bear,
      Stearns & Co. Inc.

     

    Closing
      Date:
      April
      30, 2007.

     

    Cut-off
      Date:
      April
      1, 2007.

     

    Cut-off
      Date Balance:
      Shall
      mean $331,901,017.

     

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

     

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

     

    EMC:
      EMC
      Mortgage Corporation.

     

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

     

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

     

    Fitch:
      Fitch
      Ratings, or its successor in interest.

     

    Master
      Funding:
      Master
      Funding LLC.

     

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

     

    Master
      Servicer:
      EMC
      Mortgage Corporation.

     

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

     

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

     

    Mortgage:
      The
      mortgage or deed of trust creating a first lien on an interest in real property
      securing a Mortgage Note.

     

    Mortgage
      File:
      The
      items referred to in Exhibit
      1
      pertaining to a particular Mortgage Loan and any additional documents required
      to be added to such documents pursuant to this Agreement.

     

    Mortgage
      Interest Rate:
      The
      annual rate of interest borne by a Mortgage Note as stated therein.

     

    Mortgagor:
      The
      obligor(s) on a Mortgage Note.

     

    Net
      Rate:
      For
      each Mortgage Loan, the Mortgage Interest Rate for such Mortgage Loan less
      the
      Servicing Fee Rate and the Lender-Paid PMI Rate (if applicable).

     

    Opinion
      of Counsel:
      A
      written opinion of counsel, who may be counsel for a Seller or the Purchaser,
      reasonably acceptable to the Trustee.

     

    Person:
      Any
      legal person, including any individual, corporation, partnership, joint venture,
      association, joint stock company, trust, unincorporated organization or
      government or any agency or political subdivision thereof.

     

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

     

    Rating
      Agencies:
      Fitch
      and S&P, each a “Rating
      Agency.”

     

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

     

    Security
      Instrument:
      A
      written instrument creating a valid first lien on a Mortgaged Property securing
      a Mortgage Note, which may be any applicable form of mortgage, deed of trust,
      deed to secure debt or security deed, including any riders or addenda
      thereto.

     

    Servicing
      Agreements:
      Shall
      have the meaning assigned to such term in the Pooling and Servicing
      Agreement.

     

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

     

    Substitute
      Mortgage Loan:
      A
      mortgage loan substituted for a Deleted Mortgage Loan which must meet on the
      date of such substitution the requirements stated herein and in the Pooling
      and
      Servicing Agreement; upon such substitution, such mortgage loan shall be a
      “Mortgage Loan” hereunder.

     

    Value:
      The
      value of the Mortgaged Property at the time of origination of the related
      Mortgage Loan, such value being the lesser of (i) the value of such property
      set
      forth in an appraisal accepted by the applicable originator of the Mortgage
      Loan
      or (ii) the sales price of such property at the time of
      origination.

     

    SECTION
      2.  Purchase
      and Sale of the Mortgage Loans and Related Rights.
      (a)
      Upon
      satisfaction of the conditions set forth in Section 11 hereof, each Seller
      agrees to sell, and the Purchaser agrees to purchase Mortgage Loans sold by
      such
      Seller having an aggregate outstanding principal balance as of the Cut-off
      Date
      equal to the Cut-off Date Balance.

     

    (b)  The
      closing for the purchase and sale of the Mortgage Loans and the closing for
      the
      issuance of the Certificates will take place on the Closing Date at the office
      of the Purchaser’s counsel in New York, New York or such other place as the
      parties shall agree.

     

    (c)  Upon
      the
      satisfaction of the conditions set forth in Section 11 hereof, on the Closing
      Date, the Purchaser shall pay to each respective Seller the related Acquisition
      Price for the Mortgage Loans sold by such Seller in immediately available funds
      by wire transfer to such account or accounts as shall be designated by such
      Seller.

     

    (d)  In
      addition to the foregoing, on the Closing Date each Seller assigns to the
      Purchaser all of its right, title and interest in the Servicing Agreements
      (other than its right to enforce the representations and warranties set forth
      therein).

     

    SECTION
      3.  Mortgage
      Loan Schedule.
      EMC (on
      its own behalf as a Seller and on behalf of Master Funding) agrees to provide
      to
      the Purchaser as of the Cut-off Date a listing of the Mortgage Loans (the
“Mortgage
      Loan Schedule”)
      setting forth the information listed on Exhibit
      2
      to this
      Agreement with respect to each of the Mortgage Loans being sold by the
      respective Seller. The Mortgage Loan Schedule shall be delivered to the
      Purchaser on the Closing Date and shall be in form and substance mutually agreed
      to by EMC (on its own behalf as a Seller and on behalf of Master Funding) and
      the Purchaser.

     

    SECTION
      4.  Mortgage
      Loan Transfer.

     

    (a)  The
      Purchaser will be entitled to all scheduled payments of principal and interest
      on the Mortgage Loans due after the Cut-off Date (regardless of when actually
      collected) and all payments thereon, other than scheduled principal and interest
      due on or before the Cut-off Date but received after the Cut-off Date. Each
      Seller will be entitled to all scheduled payments of principal and interest
      on
      the Mortgage Loans due on or before the Cut-off Date (including payments
      collected after the Cut-off Date) and all payments thereon, other than scheduled
      principal and interest due after the Cut-off Date but received on or before
      the
      Cut-off Date. Such principal amounts and any interest thereon belonging to
      the
      related Seller as described above will not be included in the aggregate
      outstanding principal balance of the Mortgage Loans as of the Cut-off Date
      as
      set forth on the Mortgage Loan Schedule.

     

    (b)  Pursuant
      to various conveyancing documents to be executed on the Closing Date and
      pursuant to the Pooling and Servicing Agreement, the Purchaser will assign
      on
      the Closing Date all of its right, title and interest in and to the Mortgage
      Loans to the Trustee for the benefit of the Certificateholders. In connection
      with the transfer and assignment of the Mortgage Loans, each Seller has
      delivered or will deliver or cause to be delivered to the Trustee by the Closing
      Date or such later date as is agreed to by the Purchaser and such Seller (each
      of the Closing Date and such later date is referred to as a “Mortgage
      File Delivery Date”),
      the
      items of each Mortgage File, provided,
      however,
      that in
      lieu of the foregoing, each Seller may deliver the following documents, under
      the circumstances set forth below: (w) in lieu of the original Security
      Instrument (other than the Mortgages related to the EMC Flow Loans), assignments
      to the Trustee or intervening assignments thereof which have been delivered,
      are
      being delivered or will, upon receipt of recording information relating to
      the
      Security Instrument required to be included thereon, be delivered to recording
      offices for recording and have not been returned to the related Seller in time
      to permit their delivery as specified above, the related Seller may deliver
      a
      true copy thereof with a certification, on the face of such copy, substantially
      as follows: “Certified to be a true and correct copy of the original”; (x) in
      lieu of the Security Instrument (other than the Mortgages related to the EMC
      Flow Loans), assignments to the Trustee or intervening assignments thereof,
      if
      the applicable jurisdiction retains the originals of such documents (as
      evidenced by a certification from such Seller to such effect) such Seller may
      deliver photocopies of such documents containing an original certification
      by
      the judicial or other governmental authority of the jurisdiction where such
      documents were recorded; (y) in lieu of the Mortgage Notes relating to the
      Mortgage Loans, each identified in the list delivered by the Purchaser to the
      Trustee on the Closing Date and attached hereto as Exhibit 5, the related Seller
      may deliver lost note affidavits and indemnities of such Seller; and (z) the
      related Seller shall not be required to deliver intervening assignments or
      Mortgage Note endorsements between the related Underlying Seller and such
      Seller, between such Seller and the Depositor, and between the Depositor and
      the
      Trustee; and provided further, however, that in the case of Mortgage Loans
      which
      have been prepaid in full after the Cut-off Date and prior to the Closing Date,
      the such Seller, in lieu of delivering the above documents, may deliver to
      the
      Trustee a certification by such Seller or the Master Servicer to such effect
      and
      shall deposit all amounts paid in respect of such Mortgage Loans in the Master
      Servicer Collection Account on the Closing Date. Each Seller shall deliver
      such
      original documents (including any original documents as to which certified
      copies had previously been delivered) or such certified copies to the Trustee
      promptly after they are received. EMC (on its own behalf as a Seller and on
      behalf of Master Funding) shall cause the Mortgage and intervening assignments,
      if any, and the assignment of the Security Instrument to be recorded not later
      than 180 days after the Closing Date, unless such assignment is not required
      to
      be recorded under the terms set forth in Section 6(a) hereof.

     

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

     

    (d)  Each
      Seller and the Purchaser acknowledge hereunder that all of the Mortgage Loans
      and the related servicing will ultimately be assigned to U.S. Bank National
      Association, as Trustee for the Holders of the Mortgage, on the date
      hereof.

     

    SECTION
      5.  Examination
      of Mortgage Files.

     

    (a)  On
      or
      before the Mortgage File Delivery Date, each Seller will have made the related
      Mortgage Files available to the Purchaser or its agent for examination which
      may
      be at the offices of the Trustee or the related Seller and/or such Seller’s
      custodian. The fact that the Purchaser or its agent has conducted or has failed
      to conduct any partial or complete examination of the related Mortgage Files
      shall not affect the Purchaser’s rights to demand cure, repurchase, substitution
      or other relief as provided in this Agreement. In furtherance of the foregoing,
      each Seller shall make the related Mortgage Files available to the Purchaser
      or
      its agent from time to time so as to permit the Purchaser to confirm such
      Seller’s compliance with the delivery and recordation requirements of this
      Agreement and the Pooling and Servicing Agreement. In addition, upon request
      of
      the Purchaser, each Seller agrees to provide to the Purchaser, Bear Stearns
      and
      to any investors or prospective investors in the Certificates information
      regarding the Mortgage Loans and their servicing, to make the related Mortgage
      Files available to the Purchaser, Bear Stearns and to such investors or
      prospective investors (which may be at the offices of the related Seller and/or
      such Seller’s custodian) and to make available personnel knowledgeable about the
      related Mortgage Loans for discussions with the Purchaser, Bear Stearns and
      such
      investors or prospective investors, upon reasonable request during regular
      business hours, sufficient to permit the Purchaser, Bear Stearns and such
      investors or potential investors to conduct such due diligence as any such
      party
      reasonably believes is appropriate.

     

    (b)  Pursuant
      to the Pooling and Servicing Agreement, on the Closing Date the Custodian,
      on
      behalf of the Trustee, for the benefit of the Certificateholders, will
      acknowledge receipt of each Mortgage Loan by delivery to EMC (on its own behalf
      as a Seller and on behalf of Master Funding), the Purchaser and the Trustee
      of
      an initial certification in the form attached as Exhibit One to the Custodial
      Agreement.

     

    (c)  Pursuant
      to the Pooling and Servicing Agreement, within 90 days of the Closing Date
      (or,
      with respect to any Substitute Mortgage Loan, within five Business Days after
      the receipt by the Trustee or Custodian thereof), the Trustee will review or
      shall cause the Custodian to review items of the Mortgage Files as set forth
      on
Exhibit
      1
      and will
      deliver to EMC (on its own behalf as a Seller and on behalf of Master Funding),
      the Purchaser and the Trustee an interim certification substantially in the
      form
      of Exhibit Two to the Custodial Agreement. If the Trustee or Custodian, as
      its
      agent, finds any document listed on Exhibit
      1
      not to
      have been executed or received, or to be unrelated, determined on the basis
      of
      the Mortgagor name, original principal balance and loan number, to the Mortgage
      Loans identified in the Final Mortgage Loan Schedule or to appear defective
      on
      its face (a “Material
      Defect”),
      the
      Trustee or the Custodian, as its agent, shall promptly notify EMC of such
      Material Defect. EMC (on its own behalf as a Seller and on behalf of Master
      Funding) shall correct or cure any such Material Defect within 90 days from
      the
      date of notice from the Trustee or the Custodian, as its agent, of the Material
      Defect and if EMC (on its own behalf as a Seller and on behalf of Master
      Funding) fails to correct or cure such Material Defect within such period and
      such defect materially and adversely affects the interests of the
      Certificateholders in the related Mortgage Loan, EMC (on its own behalf as
      a
      Seller and on behalf of Master Funding) will, in accordance with the terms
      of
      the Pooling and Servicing Agreement, within 90 days of the date of notice,
      provide the Trustee with a Substitute Mortgage Loan (if within two years of
      the
      Closing Date) or purchase the related Mortgage Loan at the applicable Purchase
      Price; provided
      that,
      if such
      defect would cause the Mortgage Loan to be other than a “qualified mortgage” as
      defined in Section 860G(a)(3) of the Code, any such cure, repurchase or
      substitution must occur within 90 days from the date such breach was discovered;
      provided, however,
      that if
      such defect relates solely to the inability of EMC (on its own behalf as a
      Seller and on behalf of Master Funding) to deliver the original Security
      Instrument or intervening assignments thereof, or a certified copy because
      the
      originals of such documents, or a certified copy, have not been returned by
      the
      applicable jurisdiction, EMC shall not be required to purchase such Mortgage
      Loan if EMC (on its own behalf as a Seller and on behalf of Master Funding)
      delivers such original documents or certified copy promptly upon receipt, but
      in
      no event later than 360 days after the Closing Date. The foregoing repurchase
      obligation shall not apply in the event that EMC (on its own behalf as a Seller
      and on behalf of Master Funding) cannot deliver such original or copy of any
      document submitted for recording to the appropriate recording office in the
      applicable jurisdiction because such document has not been returned by such
      office; provided that EMC (on its own behalf as a Seller and on behalf of Master
      Funding) shall instead deliver a recording receipt of such recording office
      or,
      if such receipt is not available, a certificate confirming that such documents
      have been accepted for recording, and delivery to the Trustee or the Custodian,
      as its agent, shall be effected by EMC (on its own behalf as a Seller and on
      behalf of Master Funding) within thirty days of its receipt of the original
      recorded document.

     

    (d)  Pursuant
      to the Pooling and Servicing Agreement, within 180 days of the Closing Date
      (or,
      with respect to any Substitute Mortgage Loan, within five Business Days after
      the receipt by the Trustee or Custodian thereof) the Trustee will review or
      cause the Custodian to review items of the Mortgage Files as set forth on
Exhibit
      1
      and will
      deliver to EMC (on its own behalf as a Seller and on behalf of Master Funding),
      the Purchaser and the Trustee a final certification substantially in the form
      of
      Exhibit Three to the Custodial Agreement. If the Trustee or Custodian, as its
      agent, finds a Material Defect, the Trustee or the Custodian, as its agent,
      shall promptly notify EMC of such Material Defect. EMC (on its own behalf as
      a
      Seller and on behalf of Master Funding) shall correct or cure any such Material
      Defect within 90 days from the date of notice from the Trustee or the Custodian,
      as its agent, of the Material Defect and if EMC (on its own behalf as a Seller
      and on behalf of Master Funding) fails to correct or cure such Material Defect
      within such period and such defect materially and adversely affects the
      interests of the Certificateholders in the related Mortgage Loan, EMC (on its
      own behalf as a Seller and on behalf of Master Funding) will, in accordance
      with
      the terms of the Pooling and Servicing Agreement, within 90 days of the date
      of
      notice, provide the Trustee with a Substitute Mortgage Loan (if within two
      years
      of the Closing Date) or purchase the related Mortgage Loan at the applicable
      Purchase Price; provided
      that,
      if such
      defect would cause the Mortgage Loan to be other than a “qualified mortgage” as
      defined in Section 860G(a)(3) of the Code, any such cure, repurchase or
      substitution must occur within 90 days from the date such breach was discovered;
      provided, however,
      that if
      such defect relates solely to the inability of EMC (on its own behalf as a
      Seller and on behalf of Master Funding) to deliver the original Security
      Instrument or intervening assignments thereof, or a certified copy because
      the
      originals of such documents, or a certified copy, have not been returned by
      the
      applicable jurisdiction, EMC shall not be required to purchase such Mortgage
      Loan if EMC (on its own behalf as a Seller and on behalf of Master Funding)
      delivers such original documents or certified copy promptly upon receipt, but
      in
      no event later than 360 days after the Closing Date. The foregoing repurchase
      obligation shall not apply in the event that EMC (on its own behalf as a Seller
      and on behalf of Master Funding) cannot deliver such original or copy of any
      document submitted for recording to the appropriate recording office in the
      applicable jurisdiction because such document has not been returned by such
      office; provided that EMC (on its own behalf as a Seller and on behalf of Master
      Funding) shall instead deliver a recording receipt of such recording office
      or,
      if such receipt is not available, a certificate confirming that such documents
      have been accepted for recording, and delivery to the Trustee or the Custodian,
      as its agent, shall be effected by EMC (on its own behalf as a Seller and on
      behalf of Master Funding) within thirty days of its receipt of the original
      recorded document.

     

    (e)  At
      the
      time of any substitution, EMC (on its own behalf as a Seller and on behalf
      of
      Master Funding) shall deliver or cause to be delivered the Substitute Mortgage
      Loan, the related Mortgage File and any other documents and payments required
      to
      be delivered in connection with a substitution pursuant to the Pooling and
      Servicing Agreement. At the time of any purchase or substitution, the Trustee
      in
      accordance with the terms of the Pooling and Servicing Agreement shall (i)
      assign to EMC (on its own behalf as a Seller and on behalf of Master Funding)
      and cause the Custodian to release the documents (including, but not limited
      to,
      the Mortgage, Mortgage Note and other contents of the Mortgage File) in the
      possession of the Custodian relating to the Deleted Mortgage Loan and (ii)
      execute and deliver such instruments of transfer or assignment, in each case
      without recourse, as shall be necessary to vest in EMC (on its own behalf as
      a
      Seller and on behalf of Master Funding) title to such Deleted Mortgage
      Loan.

     

    SECTION
      6.  Recordation
      of Assignments of Mortgage.

     

    (a)  EMC
      (on
      its own behalf as a Seller and on behalf of Master Funding) shall cause each
      assignment of the Security Instrument from the Sellers to the Trustee to be
      recorded not later than 180 days after the Closing Date, unless (a) such
      recordation is not required by the Rating Agencies or an Opinion of Counsel
      has
      been provided to the Trustee (with a copy to the Custodian) which states that
      the recordation of such assignments is not necessary to protect the interests
      of
      the Certificateholders in the related Mortgage Loans or (b) MERS is identified
      on the Mortgage or a properly recorded assignment of the Mortgage, as the
      Mortgagee of record solely as nominee for the related Seller and its successors
      and assigns; provided,
      however,
      notwithstanding the foregoing, each assignment shall be submitted for recording
      by EMC (on its own behalf as a Seller and on behalf of Master Funding) in the
      manner described above, at no expense to the Trust or Trustee, upon the earliest
      to occur of (i) reasonable direction by the Holders of Certificates evidencing
      Fractional Undivided Interests aggregating not less than 25% of the portion
      of
      the Trust related to such Classes, (ii) the occurrence of an Event of Default,
      (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to
      EMC
      and (iv) the occurrence of a servicing transfer as described in Section 8.02
      of
      the Pooling and Servicing Agreement.

     

    While
      each such Mortgage or assignment is being recorded, if necessary, EMC (on its
      own behalf as a Seller and on behalf of Master Funding) shall leave or cause
      to
      be left with the Trustee a certified copy of such Mortgage or assignment. All
      customary recording fees and reasonable expenses relating to the recordation
      of
      the assignments of mortgage to the Trustee or the Opinion of Counsel, as the
      case may be, shall be borne by EMC.

     

    (b)  It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by each Seller to the Purchaser, as contemplated by this Agreement be, and
      be
      treated as, a sale. It is, further, not the intention of the parties that such
      conveyance be deemed a pledge of the Mortgage Loans by such Seller to the
      Purchaser to secure a debt or other obligation of that Seller. However, in
      the
      event that, notwithstanding the intent of the parties, the Mortgage Loans are
      held by a court to continue to be property of such Seller, then (a) this
      Agreement shall also be deemed to be a security agreement within the meaning
      of
      Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer
      of
      the Mortgage Loans provided for herein shall be deemed to be a grant by such
      Seller to the Purchaser of a security interest in all of such Seller’s right,
      title and interest in and to the Mortgage Loans and all amounts payable to
      the
      holders of the Mortgage Loans in accordance with the terms thereof and all
      proceeds of the conversion, voluntary or involuntary, of the foregoing into
      cash, instruments, securities or other property, to the extent the Purchaser
      would otherwise be entitled to own such Mortgage Loans and proceeds pursuant
      to
      Section 4 hereof, including all amounts, other than investment earnings, from
      time to time held or invested in any accounts created pursuant to the Pooling
      and Servicing Agreement, whether in the form of cash, instruments, securities
      or
      other property; (c) the possession by the Purchaser or the Trustee of Mortgage
      Notes and such other items of property as constitute instruments, money,
      negotiable documents or chattel paper shall be deemed to be “possession by the
      secured party” for purposes of perfecting the security interest pursuant to
      Section 9-313 (or comparable provision) of the applicable Uniform Commercial
      Code; and (d) notifications to persons holding such property, and
      acknowledgments, receipts or confirmations from persons holding such property,
      shall be deemed notifications to, or acknowledgments, receipts or confirmations
      from, financial intermediaries, bailees or agents (as applicable) of the
      Purchaser for the purpose of perfecting such security interest under applicable
      law. Any assignment of the interest of the Purchaser pursuant to any provision
      hereof or pursuant to the Pooling and Servicing Agreement shall also be deemed
      to be an assignment of any security interest created hereby. EMC (on its own
      behalf as a Seller and on behalf of Master Funding) and the Purchaser shall,
      to
      the extent consistent with this Agreement, take such actions as may be
      reasonably necessary to ensure that, if this Agreement were deemed to create
      a
      security interest in the Mortgage Loans, such security interest would be deemed
      to be a perfected security interest of first priority under applicable law
      and
      will be maintained as such throughout the term of the Pooling and Servicing
      Agreement.

     

    SECTION
      7.  Representations
      and Warranties of EMC Concerning the Mortgage Loans.
      EMC
      hereby represents and warrants to the Purchaser as of the Closing Date or such
      other date as may be specified below with respect to each Mortgage
      Loan:

     

    (i)  the
      information set forth in the Mortgage Loan Schedule attached hereto is true
      and
      correct in all material;

     

    (ii)  immediately
      prior to the transfer to the Purchaser, the related Seller was the sole owner
      of
      beneficial title and holder of each Mortgage and Mortgage Note relating to
      the
      Mortgage Loans and is conveying the same free and clear of any and all liens,
      claims, encumbrances, participation interests, equities, pledges, charges or
      security interests of any nature and such Seller has full right and authority
      to
      sell or assign the same pursuant to this Agreement;

     

    (iii)  each
      Mortgage Loan at the time it was made complied in all material respects with
      all
      applicable laws and regulations, including, without limitation, usury, equal
      credit opportunity, disclosure and recording laws and all applicable
      anti-predatory lending laws; and each Mortgage Loan has been serviced in all
      material respects in accordance with all applicable laws and regulations,
      including, without limitation, usury, equal credit opportunity, disclosure
      and
      recording laws and all applicable anti-predatory lending laws and the terms
      of
      the related Mortgage Note, the Mortgage and other loan documents;

     

    (iv)  there
      is
      no monetary default existing under any Mortgage or the related Mortgage Note
      and
      there is no material event which, with the passage of time or with notice and
      the expiration of any grace or cure period, would constitute a default, breach
      or event of acceleration; and neither the related Seller, any of its affiliates
      nor any servicer of any related Mortgage Loan has taken any action to waive
      any
      default, breach or event of acceleration; and no foreclosure action is
      threatened or has been commenced with respect to the Mortgage Loan;

     

    (v)  the
      terms
      of the Mortgage Note and the Mortgage have not been impaired, waived, altered
      or
      modified in any respect, except by written instruments, (i) if required by
      law
      in the jurisdiction where the Mortgaged Property is located, or (ii) to protect
      the interests of the Trustee on behalf of the Certificateholders;

     

    (vi)  no
      selection procedure reasonably believed by the related Seller to be adverse
      to
      the interests of the Certificateholders was utilized in selecting the Mortgage
      Loans;

     

    (vii)  each
      Mortgage is a valid and enforceable first lien on the property securing the
      related Mortgage Note and each Mortgaged Property is owned by the Mortgagor
      in
      fee simple (except with respect to common areas in the case of condominiums,
      PUDs and de minimis
      PUDs) or
      by leasehold for a term longer than the term of the related Mortgage, subject
      only to (i) the lien of current real property taxes and assessments, (ii)
      covenants, conditions and restrictions, rights of way, easements and other
      matters of public record as of the date of recording of such Mortgage, such
      exceptions being acceptable to mortgage lending institutions generally or
      specifically reflected in the appraisal obtained in connection with the
      origination of the related Mortgage Loan or referred to in the lender’s title
      insurance policy delivered to the originator of the related Mortgage Loan and
      (iii) other matters to which like properties are commonly subject which do
      not
      materially interfere with the benefits of the security intended to be provided
      by such Mortgage;

     

    (viii)  there
      is
      no mechanics’ lien or claim for work, labor or material affecting the premises
      subject to any Mortgage which is or may be a lien prior to, or equal with,
      the
      lien of such Mortgage except those which are insured against by the title
      insurance policy referred to in (xiii) below;

     

    (ix)  there
      was
      no delinquent tax or assessment lien against the property subject to any
      Mortgage, except where such lien was being contested in good faith and a stay
      had been granted against levying on the property;

     

    (x)  there
      is
      no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
      including the obligation of the Mortgagor to pay the unpaid principal and
      interest on such Mortgage Note;

     

    (xi)  the
      physical property subject to any Mortgage is free of material damage and is
      in
      good repair and there is no proceeding pending or threatened for the total
      or
      partial condemnation of any Mortgaged Property;

     

    (xii)  the
      Mortgaged Property and all improvements thereon comply with all requirements
      of
      any applicable zoning and subdivision laws and ordinances;

     

    (xiii)  a
      lender’s title insurance policy (on an ALTA or CLTA form) or binder, or other
      assurance of title customary in the relevant jurisdiction therefor in a form
      acceptable to Fannie Mae or Freddie Mac, was issued on the date that each
      Mortgage Loan was created by a title insurance company which, to the best of
      the
      related Seller’s knowledge, was qualified to do business in the jurisdiction
      where the related Mortgaged Property is located, insuring such Seller and its
      successors and assigns that the Mortgage is a first priority lien on the related
      Mortgaged Property in the original principal amount of the Mortgage Loan. The
      related Seller is the sole insured under such lender’s title insurance policy,
      and such policy, binder or assurance is valid and remains in full force and
      effect, and each such policy, binder or assurance shall contain all applicable
      endorsements including a negative amortization endorsement, if
      applicable;

     

    (xiv)  at
      the
      time of origination, each Mortgaged Property was the subject of an appraisal
      which conformed to the underwriting requirements of the originator of the
      Mortgage Loan and, the appraisal is in a form acceptable to Fannie Mae or
      FHLMC.

     

    (xv)  the
      improvements on each Mortgaged Property securing a Mortgage Loan is insured
      (by
      an insurer which is acceptable to the related Seller) against loss by fire
      and
      such hazards as are covered under a standard extended coverage endorsement
      in
      the locale in which the Mortgaged Property is located, in an amount which is
      not
      less than the lesser of the maximum insurable value of the improvements securing
      such Mortgage Loan or the outstanding principal balance of the Mortgage Loan,
      but in no event in an amount less than an amount that is required to prevent
      the
      Mortgagor from being deemed to be a co-insurer thereunder; if the improvement
      on
      the Mortgaged Property is a condominium unit, it is included under the coverage
      afforded by a blanket policy for the condominium project; if upon origination
      of
      the related Mortgage Loan, the improvements on the Mortgaged Property were
      in an
      area identified as a federally designated flood area, a flood insurance policy
      is in effect in an amount representing coverage not less than the least of
      (i)
      the outstanding principal balance of the Mortgage Loan, (ii) the restorable
      cost
      of improvements located on such Mortgaged Property or (iii) the maximum coverage
      available under federal law; and each Mortgage obligates the Mortgagor
      thereunder to maintain the insurance referred to above at the Mortgagor’s cost
      and expense;

     

    (xvi)  each
      Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
      the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6),
      (7)
      and (9) without reliance on the provisions of Treasury Regulation Section
      1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other
      provision that would allow a Mortgage Loan to be treated as a “qualified
      mortgage” notwithstanding its failure to meet the requirements of Section
      860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2),
      (4), (5), (6), (7) and (9);

     

    (xvii)  none
      of
      the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part
      226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing TILA,
      which implements the Home Ownership and Equity Protection Act of 1994, as
      amended or (b) “high cost home,” “covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home Ownership Security Act of 2002 that
      were originated between November 26, 2003 and July 7, 2004), “high risk home” or
“predatory” loans under any applicable state, federal or local law (or a
      similarly classified loan using different terminology under a law imposing
      heightened regulatory scrutiny or additional legal liability for residential
      mortgage loans having high interest rates, points and/or fees);

     

    (xviii)  the
      information set forth in Schedule A of the Prospectus Supplement with respect
      to
      the Mortgage Loans is true and correct in all material respects; 

     

    (xix)  no
      Mortgage Loan (a) is a “high cost loan” or “covered loan” as applicable (as such
      terms are defined in the then current Standard & Poor’s LEVELS® Glossary,
      which is now Version 5.7, Appendix E, attached hereto as Exhibit 6 or (b) was
      originated on or after October 1, 2002 and before March 7, 2003, which is
      governed by the Georgia Fair Lending Act;

     

    (xx)  each
      Mortgage Loan was originated in accordance with the underwriting guidelines
      of
      the related originator;

     

    (xxi)  each
      original Mortgage has been recorded or is in the process of being recorded
      in
      accordance with the requirements of Section 2.01 of the Pooling and Servicing
      Agreement in the appropriate jurisdictions wherein such recordation is required
      to perfect the lien thereof for the benefit of the Trust Fund;

     

    (xxii)  the
      related Mortgage File contains each of the documents and instruments listed
      in
      Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions,
      substitutions and qualifications as are set forth in such Section;

     

    (xxiii)  the
      Mortgage Loans are currently being serviced in accordance with accepted
      servicing practices; and

     

    (xxiv)  with
      respect to each Mortgage Loan that has a prepayment penalty feature, each such
      prepayment penalty is enforceable and will be enforced by the related Seller
      and
      each prepayment penalty is permitted pursuant to federal, state and local law.
      In addition, with respect to each Mortgage Loan (i) no Mortgage Loan will impose
      a prepayment penalty for a term in excess of five years from the date such
      Mortgage Loan was originated and (ii) such prepayment penalty is at least equal
      to the lesser of (A) the maximum amount permitted under applicable law and
      (B)
      six months interest at the related Mortgage Interest Rate on the amount prepaid
      in excess of 20% of the original principal balance of such Mortgage
      Loan.

     

    (xxv)  if
      any of
      the Mortgage Loans are secured by a leasehold interest, with respect to each
      leasehold interest: the use of leasehold estates for residential properties
      is
      an accepted practice in the area where the related Mortgaged Property is
      located; residential property in such area consisting of leasehold estates
      is
      readily marketable; the lease is recorded and no party is in any way in breach
      of any provision of such lease; the leasehold is in full force and effect and
      is
      not subject to any prior lien or encumbrance by which the leasehold could be
      terminated or subject to any charge or penalty; and the remaining term of the
      lease does not terminate less than ten years after the maturity date of such
      Mortgage Loan;

     

    (xxvi)  each
      Mortgage Loan was originated (a) by a savings and loan association, savings
      bank, commercial bank, credit union, insurance company or similar institution
      that is supervised and examined by a federal or state authority, (b) by a
      mortgagee approved by the Secretary of Housing and Urban Development pursuant
      to
      Sections 203 and 211 of the National Housing Act, as amended, or (c) by a
      mortgage broker or correspondent lender in a manner such that the related
      Mortgage Loan would be regarded for purposes of Section 3(a)(41) of the
      Securities Exchange Act of 1934, as amended, as having been originated by an
      entity described in clauses (a) or (b) above.

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 7 will inure to the benefit of the Purchaser, its successors and
      assigns, notwithstanding any restrictive or qualified endorsement on any
      Mortgage Note or assignment of Mortgage or the examination of any Mortgage
      File.
      Upon any substitution for a Mortgage Loan, the representations and warranties
      set forth above shall be deemed to be made by the related Seller as to any
      Substitute Mortgage Loan as of the date of substitution.

     

    Upon
      discovery or receipt of notice by EMC, the Purchaser or the Trustee of a breach
      of any representation or warranty of EMC set forth in this Section 7 which
      materially and adversely affects the value of the interests of the Purchaser,
      the Certificateholders or the Trustee in any of the Mortgage Loans delivered
      to
      the Purchaser pursuant to this Agreement, the party discovering or receiving
      notice of such breach shall give prompt written notice to the others. In the
      case of any such breach of a representation or warranty set forth in this
      Section 7, within 90 days from the date of discovery by EMC, or the date EMC
      is
      notified by the party discovering or receiving notice of such breach (whichever
      occurs earlier), EMC will (i) cure such breach in all material respects, (ii)
      purchase the affected Mortgage Loan at the applicable Purchase Price or (iii)
      if
      within two years of the Closing Date, substitute a qualifying Substitute
      Mortgage Loan in exchange for such Mortgage Loan; provided that, (A) in the
      case
      of a breach of the representation and warranty concerning the Mortgage Loan
      Schedule contained in clause (i) of this Section 7, if such breach is material
      and relates to any field on the Mortgage Loan Schedule which identifies any
      Prepayment Charge or (B) in the case of a breach of the representation contained
      in clause (x) of this Section 7, then, in each case, in lieu of purchasing
      such
      Mortgage Loan from the Trust Fund at the Purchase Price, EMC shall pay the
      amount of the Prepayment Charge (net of any amount previously collected by
      or
      paid to the Trust Fund in respect of such Prepayment Charge) from its own funds
      and without reimbursement therefor, and EMC shall have no obligation to
      repurchase or substitute for such Mortgage Loan. The obligations of EMC to
      cure,
      purchase or substitute a qualifying Substitute Mortgage Loan shall constitute
      the Purchaser’s, the Trustee’s and the Certificateholder’s sole and exclusive
      remedy under this Agreement or otherwise respecting a breach of representations
      or warranties hereunder with respect to the Mortgage Loans, except for the
      obligation of EMC to indemnify the Purchaser for such breach as set forth in
      and
      limited by Section 14 hereof.

     

    Any
      cause
      of action against EMC or relating to or arising out of a breach by EMC of any
      representations and warranties made in this Section 7 shall accrue as to any
      Mortgage Loan upon (i) discovery of such breach by EMC or notice thereof by
      the
      party discovering such breach and (ii) failure by EMC to cure such breach,
      purchase such Mortgage Loan or substitute a qualifying Substitute Mortgage
      Loan
      pursuant to the terms hereof.

     

    SECTION
      8.  Representations
      and Warranties Concerning EMC.
      As of
      the date hereof and as of the Closing Date, EMC represents and warrants to
      the
      Purchaser and Master Funding as to itself in the capacity indicated as
      follows:

     

    (a)  EMC
      (i)
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Delaware and (ii) is qualified and in good standing to
      do
      business in each jurisdiction where such qualification is necessary, except
      where the failure so to qualify would not reasonably be expected to have a
      material adverse effect on EMC’s business as presently conducted or on EMC’s
      ability to enter into this Agreement and to consummate the transactions
      contemplated hereby;

     

    (b)  EMC
      has
      full power to own its property, to carry on its business as presently conducted
      and to enter into and perform its obligations under this Agreement;

     

    (c)  the
      execution and delivery by EMC of this Agreement have been duly authorized by
      all
      necessary action on the part of EMC; and neither the execution and delivery
      of
      this Agreement, nor the consummation of the transactions herein contemplated,
      nor compliance with the provisions hereof, will conflict with or result in
      a
      breach of, or constitute a default under, any of the provisions of any law,
      governmental rule, regulation, judgment, decree or order binding on EMC or
      its
      properties or the charter or by-laws of EMC, except those conflicts, breaches
      or
      defaults which would not reasonably be expected to have a material adverse
      effect on EMC’s ability to enter into this Agreement and to consummate the
      transactions contemplated hereby;

     

    (d)  the
      execution, delivery and performance by EMC of this Agreement and the
      consummation of the transactions contemplated hereby do not require the consent
      or approval of, the giving of notice to, the registration with, or the taking
      of
      any other action in respect of, any state, federal or other governmental
      authority or agency, except those consents, approvals, notices, registrations
      or
      other actions as have already been obtained, given or made and, in connection
      with the recordation of the Mortgages, powers of attorney or assignments of
      Mortgages not yet completed;

     

    (e)  this
      Agreement has been duly executed and delivered by EMC and, assuming due
      authorization, execution and delivery by the Purchaser, constitutes a valid
      and
      binding obligation of EMC enforceable against it in accordance with its terms
      (subject to applicable bankruptcy and insolvency laws and other similar laws
      affecting the enforcement of the rights of creditors generally);

     

    (f)  there
      are
      no actions, suits or proceedings pending or, to the knowledge of EMC, threatened
      against EMC, before or by any court, administrative agency, arbitrator or
      governmental body (i) with respect to any of the transactions contemplated
      by
      this Agreement or (ii) with respect to any other matter which in the judgment
      of
      EMC will be determined adversely to EMC and will if determined adversely to
      EMC
      materially and adversely affect EMC’s ability to perform its obligations under
      this Agreement; and EMC is not in default with respect to any order of any
      court, administrative agency, arbitrator or governmental body so as to
      materially and adversely affect the transactions contemplated by this Agreement;
      and

     

    (g)  the
      Sellers’ Information (as defined in Section 14(a) hereof) does not include any
      untrue statement of a material fact or omit to state a material fact necessary
      in order to make the statements made, in light of the circumstances under which
      they were made, not misleading.

     

    SECTION
      9.  Representations
      and Warranties Concerning the Purchaser.
      As of
      the date hereof and as of the Closing Date, the Purchaser represents and
      warrants to the Sellers as follows:

     

    (a)  the
      Purchaser (i) is a corporation duly organized, validly existing and in good
      standing under the laws of the State of Delaware and (ii) is qualified and
      in
      good standing as a foreign corporation to do business in each jurisdiction
      where
      such qualification is necessary, except where the failure so to qualify would
      not reasonably be expected to have a material adverse effect on the Purchaser’s
      business as presently conducted or on the Purchaser’s ability to enter into this
      Agreement and to consummate the transactions contemplated hereby;

     

    (b)  the
      Purchaser has full corporate power to own its property, to carry on its business
      as presently conducted and to enter into and perform its obligations under
      this
      Agreement;

     

    (c)  the
      execution and delivery by the Purchaser of this Agreement have been duly
      authorized by all necessary corporate action on the part of the Purchaser;
      and
      neither the execution and delivery of this Agreement, nor the consummation
      of
      the transactions herein contemplated, nor compliance with the provisions hereof,
      will conflict with or result in a breach of, or constitute a default under,
      any
      of the provisions of any law, governmental rule, regulation, judgment, decree
      or
      order binding on the Purchaser or its properties or the articles of
      incorporation or by-laws of the Purchaser, except those conflicts, breaches
      or
      defaults which would not reasonably be expected to have a material adverse
      effect on the Purchaser’s ability to enter into this Agreement and to consummate
      the transactions contemplated hereby;

     

    (d)  the
      execution, delivery and performance by the Purchaser of this Agreement and
      the
      consummation of the transactions contemplated hereby do not require the consent
      or approval of, the giving of notice to, the registration with, or the taking
      of
      any other action in respect of, any state, federal or other governmental
      authority or agency, except those consents, approvals, notices, registrations
      or
      other actions as have already been obtained, given or made;

     

    (e)  this
      Agreement has been duly executed and delivered by the Purchaser and, assuming
      due authorization, execution and delivery by the Sellers, constitutes a valid
      and binding obligation of the Purchaser enforceable against it in accordance
      with its terms (subject to applicable bankruptcy and insolvency laws and other
      similar laws affecting the enforcement of the rights of creditors
      generally);

     

    (f)  there
      are
      no actions, suits or proceedings pending or, to the knowledge of the Purchaser,
      threatened against the Purchaser, before or by any court, administrative agency,
      arbitrator or governmental body (i) with respect to any of the transactions
      contemplated by this Agreement or (ii) with respect to any other matter which
      in
      the judgment of the Purchaser will be determined adversely to the Purchaser
      and
      will if determined adversely to the Purchaser materially and adversely affect
      the Purchaser’s ability to perform its obligations under this Agreement; and the
      Purchaser is not in default with respect to any order of any court,
      administrative agency, arbitrator or governmental body so as to materially
      and
      adversely affect the transactions contemplated by this Agreement;
      and

     

    (g)  the
      Purchaser’s Information (as defined in Section 14(b) hereof) does not include
      any untrue statement of a material fact or omit to state a material fact
      necessary in order to make the statements made, in light of the circumstances
      under which they were made, not misleading.

     

    SECTION
      10.  Representations
      and Warranties Concerning Master Funding.
      As of
      the date hereof and as of the Closing Date, Master Funding represents and
      warrants to EMC and the Purchaser as follows:

     

    (a)  Master
      Funding (i) is a limited liability company duly organized, validly existing
      and
      in good standing under the laws of the State of Delaware and (ii) is qualified
      and in good standing to do business in each jurisdiction where such
      qualification is necessary, except where the failure so to qualify would not
      reasonably be expected to have a material adverse effect on Master Funding’s
      business as presently conducted or on Master Funding’s ability to enter into
      this Agreement and to consummate the transactions contemplated
      hereby;

     

    (b)  Master
      Funding has full power to own its property, to carry on its business as
      presently conducted and to enter into and perform its obligations under this
      Agreement;

     

    (c)  The
      execution and delivery by Master Funding of this Agreement has been duly
      authorized by all necessary action on the part of Master Funding; and neither
      the execution and delivery of this Agreement, nor the consummation of the
      transactions herein contemplated, nor compliance with the provisions hereof
      or
      thereof, will conflict with or result in a breach of, or constitute a default
      under, any of the provisions of any law, governmental rule, regulation,
      judgment, decree or order binding on Master Funding or its properties or the
      written consent of the sole member or limited liability company agreement of
      Master Funding, except those conflicts, breaches or defaults which would not
      reasonably be expected to have a material adverse effect on Master Funding’s
      ability to enter into this Agreement and to consummate the transactions
      contemplated hereby;

     

    (d)  The
      execution, delivery and performance by Master Funding of this Agreement and
      the
      consummation of the transactions contemplated hereby do not require the consent
      or approval of, the giving of notice to, the registration with, or the taking
      of
      any other action in respect of, any state, federal or other governmental
      authority or agency, except those consents, approvals, notices, registrations
      or
      other actions as have already been obtained, given or made and, in connection
      with the recordation of the Mortgages, powers of attorney or assignments of
      Mortgages not yet completed;

     

    (e)  This
      Agreement has been duly executed and delivered by Master Funding and, assuming
      due authorization, execution and delivery by the Purchaser or the parties
      thereto, constitutes a valid and binding obligation of Master Funding
      enforceable against it in accordance with its terms (subject to applicable
      bankruptcy and insolvency laws and other similar laws affecting the enforcement
      of the rights of creditors generally); and

     

    (f)  There
      are
      no actions, suits or proceedings pending or, to the knowledge of Master Funding,
      threatened against Master Funding, before or by any court, administrative
      agency, arbitrator or governmental body (i) with respect to any of the
      transactions contemplated by this Agreement or (ii) with respect to any other
      matter which in the judgment of Master Funding could reasonably be expected
      to
      be determined adversely to Master Funding and if determined adversely to Master
      Funding materially and adversely affect Master Funding’s ability to perform its
      obligations under this Agreement; and Master Funding is not in default with
      respect to any order of any court, administrative agency, arbitrator or
      governmental body so as to materially and adversely affect the transactions
      contemplated by this Agreement.

     

    SECTION
      11.  Conditions
      to Closing.

     

    (a)  The
      obligations of the Purchaser under this Agreement will be subject to the
      satisfaction, on or prior to the Closing Date, of the following
      conditions:

     

    (i)  Each
      of
      the obligations of each Seller required to be performed at or prior to the
      Closing Date pursuant to the terms of this Agreement shall have been duly
      performed and complied with in all material respects; all of the representations
      and warranties of each Seller under this Agreement shall be true and correct
      as
      of the date or dates specified in all material respects; and no event shall
      have
      occurred which, with notice or the passage of time, would constitute a default
      under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser
      shall have received certificates to that effect signed by authorized officers
      of
      each of the Sellers.

     

    (ii)  The
      Purchaser shall have received all of the following closing documents, in such
      forms as are agreed upon and reasonably acceptable to the Purchaser, duly
      executed by all signatories (other than the Purchaser) as required pursuant
      to
      the respective terms thereof:

     

    (1)  The
      Pooling and Servicing Agreement, in form and substance reasonably satisfactory
      to the Trustee and the Purchaser, and all documents required thereby duly
      executed by all signatories;

     

    (2)  A
      certificate of an officer of EMC dated as of the Closing Date, in a form
      reasonably acceptable to the Purchaser, and attached thereto the resolutions
      of
      EMC authorizing the transactions contemplated by this Agreement, together with
      copies of the charter and by-laws of EMC;

     

    (3)  A
      certificate of an officer of Master Funding dated as of the Closing Date, in
      a
      form reasonably acceptable to the Purchaser, and attached thereto the
      resolutions of Master Funding authorizing the transactions contemplated by
      this
      Agreement, together with copies of the written consent of the sole member,
      limited liability company agreement and certificate of good standing of Master
      Funding;

     

    (4)  One
      or
      more opinions of counsel from the Sellers’ counsel otherwise in form and
      substance reasonably satisfactory to the Purchaser, the Trustee and each Rating
      Agency;

     

    (5)  A
      letter
      from each of the Rating Agencies giving each Class of Certificates set forth
      on
      Schedule A the rating set forth on Schedule A; and

     

    (6)  Such
      other documents, certificates (including additional representations and
      warranties) and opinions as may be reasonably necessary to secure the intended
      ratings from each Rating Agency for the Certificates.

     

    (iii)  The
      Certificates to be sold to Bear Stearns pursuant to the Underwriting Agreement
      and the Purchase Agreement shall have been issued and sold to Bear
      Stearns.

     

    (iv)  Each
      Seller shall have furnished to the Purchaser such other certificates of its
      officers or others and such other documents and opinions of counsel to evidence
      fulfillment of the conditions set forth in this Agreement and the transactions
      contemplated hereby as the Purchaser and its counsel may reasonably
      request.

     

    (b)  The
      obligations of each Seller under this Agreement shall be subject to the
      satisfaction, on or prior to the Closing Date, of the following
      conditions:

     

    (i)  The
      obligations of the Purchaser required to be performed by it on or prior to
      the
      Closing Date pursuant to the terms of this Agreement shall have been duly
      performed and complied with in all material respects, and all of the
      representations and warranties of the Purchaser under this Agreement shall
      be
      true and correct in all material respects as of the date hereof and as of the
      Closing Date, and no event shall have occurred which would constitute a breach
      by it of the terms of this Agreement, and each Seller shall have received a
      certificate to that effect signed by an authorized officer of the
      Purchaser.

     

    (ii)  Each
      Seller shall have received copies of all of the following closing documents,
      in
      such forms as are agreed upon and reasonably acceptable to each Seller, duly
      executed by all signatories other than the related Seller as required pursuant
      to the respective terms thereof:

     

    (1)  The
      Pooling and Servicing Agreement, in form and substance reasonably satisfactory
      to EMC, and all documents required thereby duly executed by all
      signatories;

     

    (2)  A
      certificate of an officer of the Purchaser dated as of the Closing Date, in
      a
      form reasonably acceptable to each Seller, and attached thereto the resolutions
      of the Purchaser authorizing the transactions contemplated by this Agreement
      and
      the Pooling and Servicing Agreement, together with copies of the Purchaser’s
      articles of incorporation, and evidence as to the good standing of the Purchaser
      dated as of a recent date;

     

    (3)  One
      or
      more opinions of counsel from the Purchaser’s counsel in form and substance
      reasonably satisfactory to each Seller;

     

    (4)  Such
      other documents, certificates (including additional representations and
      warranties) and opinions as may be reasonably necessary to secure the intended
      rating from each Rating Agency for the Certificates.

     

    SECTION
      12.  Fees
      and Expenses.
      Subject
      to Section 17 hereof, EMC (on its own behalf as a Seller and on behalf of Master
      Funding) shall pay on the Closing Date or such later date as may be agreed
      to by
      the Purchaser (i) the fees and expenses of the Sellers’ attorneys and the
      reasonable fees and expenses of the Purchaser’s attorneys, (ii) the fees and
      expenses of Deloitte & Touche LLP, (iii) the fee for the use of Purchaser’s
      Registration Statement based on the aggregate original principal amount of
      the
      Certificates and the filing fee of the Commission as in effect on the date
      on
      which the Registration Statement was declared effective, (iv) the fees and
      expenses including counsel’s fees and expenses in connection with any “blue sky”
and legal investment matters, (v) the fees and expenses of the Trustee which
      shall include without limitation the fees and expenses of the Trustee (and
      the
      fees and disbursements of its counsel) with respect to (A) legal and document
      review of this Agreement, the Pooling and Servicing Agreement, the Certificates
      and related agreements, (B) attendance at the Closing and (C) review of the
      Mortgage Loans to be performed by the Custodian, (vi) the expenses for printing
      or otherwise reproducing the Certificates, the Prospectus and the Prospectus
      Supplement, (vii) the fees and expenses of each Rating Agency (both initial
      and
      ongoing), (viii) the fees and expenses relating to the preparation and
      recordation of mortgage assignments (including intervening assignments, if
      any
      and if available, to evidence a complete chain of title from the originator
      to
      the Trustee) from each Seller to the Trustee or the expenses relating to the
      Opinion of Counsel referred to in Section 6(a) hereof, as the case may be,
      and
      (ix) Mortgage File due diligence expenses and other out-of-pocket expenses
      incurred by the Purchaser in connection with the purchase of the Mortgage Loans
      and by Bear Stearns in connection with the sale of the Certificates. EMC (on
      its
      own behalf as a Seller and on behalf of Master Funding) additionally agrees
      to
      pay directly to any third party on a timely basis the fees provided for above
      which are charged by such third party and which are billed
      periodically.

     

    SECTION
      13.  Accountants’
      Letters.

     

    (a)  Deloitte
      & Touche LLP will review the characteristics of a sample of the Mortgage
      Loans described in the Mortgage Loan Schedule and will compare those
      characteristics to the description of the Mortgage Loans contained in the
      Prospectus Supplement under the captions “Summary of Prospectus Supplement—The
      Mortgage Loans”, “The Mortgage Pool” and “Certain Characteristics of the
      Mortgage Loans” in Schedule A thereto. EMC (on its own behalf as a Seller and on
      behalf of Master Funding) will cooperate with the Purchaser in making available
      all information and taking all steps reasonably necessary to permit such
      accountants to complete the review and to deliver the letters required of them
      under the Underwriting Agreement. Deloitte & Touche LLP will also confirm
      certain calculations as set forth under the caption “Yield On The Certificates”
in the Prospectus Supplement.

     

    (b)  To
      the
      extent statistical information with respect to the Master Servicer or any
      Servicer’s servicing portfolio is included in the Prospectus Supplement under
      the caption “The Master Servicer and the Servicers,” a letter from the certified
      public accountant for such Master Servicer, Servicer or Servicers, as
      applicable, will be delivered to the Purchaser dated the date of the Prospectus
      Supplement, in the form previously agreed to by EMC and the Purchaser, with
      respect to such statistical information.

     

    SECTION
      14.  Indemnification.

     

    (a)  EMC
      (on
      its own behalf as a Seller and on behalf of Master Funding) shall indemnify
      and
      hold harmless the Purchaser and its directors, officers and controlling persons
      (as defined in Section 15 of the Securities Act) from and against any loss,
      claim, damage or liability or action in respect thereof, to which they or any
      of
      them may become subject, under the Securities Act or otherwise, insofar as
      such
      loss, claim, damage, liability or action arises out of, or is based upon (i)
      any
      untrue statement of a material fact contained in the Sellers’
      Information
      as
      identified in Exhibit
      3,
      the
      omission to state in the Prospectus Supplement or Prospectus (or any amendment
      thereof or supplement thereto approved by EMC (on its own behalf as a Seller
      and
      on behalf of Master Funding) and in which additional Sellers’ Information is
      identified), in reliance upon and in conformity with Sellers’ Information a
      material fact required to be stated therein or necessary to make the statements
      therein in light of the circumstances in which they were made, not misleading,
      (ii) any representation or warranty assigned or made by EMC in Section 7 or
      Section 8 or by Master Funding in Section 10 hereof being, or alleged to be,
      untrue or incorrect, or (iii) any failure by EMC (on its own behalf as a Seller
      and on behalf of Master Funding) to perform its obligations under this
      Agreement; and EMC (on its own behalf as a Seller and on behalf of Master
      Funding) shall reimburse the Purchaser and each other indemnified party for
      any
      legal and other expenses reasonably incurred by them in connection with
      investigating or defending or preparing to defend against any such loss, claim,
      damage, liability or action.

     

    The
      foregoing indemnity agreement is in addition to any liability which EMC or
      Master Funding otherwise may have to the Purchaser or any other such indemnified
      party.

     

    (b)  The
      Purchaser shall indemnify and hold harmless each Seller and its respective
      directors, officers and controlling persons (as defined in Section 15 of the
      Securities Act) from and against any loss, claim, damage or liability or action
      in respect thereof, to which they or any of them may become subject, under
      the
      Securities Act or otherwise, insofar as such loss, claim, damage, liability
      or
      action arises out of, or is based upon (i) any untrue statement of a material
      fact contained in the Purchaser’s
      Information
      as
      identified in Exhibit
      4,
      the
      omission to state in the Prospectus Supplement or Prospectus (or any amendment
      thereof or supplement thereto approved by the Purchaser and in which additional
      Purchaser’s Information is identified), in reliance upon and in conformity with
      the Purchaser’s Information, a material fact required to be stated therein or
      necessary to make the statements therein in light of the circumstances in which
      they were made, not misleading, (ii) any representation or warranty made by
      the
      Purchaser in Section 9 hereof being, or alleged to be, untrue or incorrect,
      or
      (iii) any failure by the Purchaser to perform its obligations under this
      Agreement; and the Purchaser shall reimburse each Seller, and each other
      indemnified party for any legal and other expenses reasonably incurred by them
      in connection with investigating or defending or preparing to defend any such
      loss, claim, damage, liability or action. The foregoing indemnity agreement
      is
      in addition to any liability which the Purchaser otherwise may have to the
      Sellers, or any other such indemnified party,

     

    (c)  Promptly
      after receipt by an indemnified party under subsection (a) or (b) above of
      notice of the commencement of any action, such indemnified party shall, if
      a
      claim in respect thereof is to be made against the indemnifying party under
      such
      subsection, notify each party against whom indemnification is to be sought
      in
      writing of the commencement thereof (but the failure so to notify an
      indemnifying party shall not relieve it from any liability which it may have
      under this Section 14 except to the extent that it has been prejudiced in any
      material respect by such failure or from any liability which it may have
      otherwise). In case any such action is brought against any indemnified party,
      and it notifies an indemnifying party of the commencement thereof, the
      indemnifying party will be entitled to participate therein and, to the extent
      it
      may elect by written notice delivered to the indemnified party promptly (but,
      in
      any event, within 30 days) after receiving the aforesaid notice from such
      indemnified party, to assume the defense thereof with counsel reasonably
      satisfactory to such indemnified party. Notwithstanding the foregoing, the
      indemnified party or parties shall have the right to employ its or their own
      counsel in any such case, but the fees and expenses of such counsel shall be
      at
      the expense of such indemnified party or parties unless (i) the employment
      of
      such counsel shall have been authorized in writing by one of the indemnifying
      parties in connection with the defense of such action, (ii) the indemnifying
      parties shall not have employed counsel to have charge of the defense of such
      action within a reasonable time after notice of commencement of the action,
      or
      (iii) such indemnified party or parties shall have reasonably concluded that
      there is a conflict of interest between itself or themselves and the
      indemnifying party in the conduct of the defense of any claim or that the
      interests of the indemnified party or parties are not substantially co-extensive
      with those of the indemnifying party (in which case the indemnifying parties
      shall not have the right to direct the defense of such action on behalf of
      the
      indemnified party or parties), in any of which events such fees and expenses
      shall be borne by the indemnifying parties; provided,
      however,
      that
      the indemnifying party shall be liable only for the fees and expenses of one
      counsel in addition to one local counsel in the jurisdiction involved. Anything
      in this subsection to the contrary notwithstanding, an indemnifying party shall
      not be liable for any settlement or any claim or action effected without its
      written consent; provided,
      however,
      that
      such consent was not unreasonably withheld.

     

    (d)  If
      the
      indemnification provided for in paragraphs (a) and (b) of this Section 14 shall
      for any reason be unavailable to an indemnified party in respect of any loss,
      claim, damage or liability, or any action in respect thereof, referred to in
      Section 14, then the indemnifying party shall in lieu of indemnifying the
      indemnified party contribute to the amount paid or payable by such indemnified
      party as a result of such loss, claim, damage or liability, or action in respect
      thereof, in such proportion as shall be appropriate to reflect the relative
      benefits received by the Sellers on the one hand and the Purchaser on the other
      from the purchase and sale of the Mortgage Loans, the offering of the
      Certificates and the other transactions contemplated hereunder. No person found
      liable for a fraudulent misrepresentation (within the meaning of Section 11(f)
      of the Securities Act) shall be entitled to contribution from any person who
      is
      not also found liable for such fraudulent misrepresentation.

     

    (e)  The
      parties hereto agree that reliance by an indemnified party on any publicly
      available information or any information or directions furnished by an
      indemnifying party shall not constitute negligence, bad faith or willful
      misconduct by such indemnified party.

     

    SECTION
      15.  Notices.
      All
      demands, notices and communications hereunder shall be in writing but may be
      delivered by facsimile transmission subsequently confirmed in writing. Notices
      to EMC shall be directed to EMC Mortgage Corporation, 2780 Lake Vista Drive,
      Lewisville, TX 75067 Facsimile: (214) 626-4889, Attention: Michelle Viner;
      notices to Master Funding shall be directed to Master Funding LLC, 2780 Lake
      Vista Drive, Lewisville, Texas 75067 (Facsimile: (214) 626-4889) Attention:
      Mark
      Novachek; and notices to the Purchaser shall be directed to Structured Asset
      Mortgage Investments II Inc., 383 Madison Avenue, New York, New York 10179
      (Telecopy: (212-272-7206)), Attention: Baron Silverstein; or to any other
      address as may hereafter be furnished by one party to the other party by like
      notice. Any such demand, notice or communication hereunder shall be deemed
      to
      have been received on the date received at the premises of the addressee (as
      evidenced, in the case of registered or certified mail, by the date noted on
      the
      return receipt) provided that it is received on a business day during normal
      business hours and, if received after normal business hours, then it shall
      be
      deemed to be received on the next business day.

     

    SECTION
      16.  Transfer
      of Mortgage Loans.
      The
      Purchaser retains the right to assign the Mortgage Loans and any or all of
      its
      interest under this Agreement to the Trustee without the consent of the Sellers,
      and, upon such assignment, the Trustee shall succeed to the applicable rights
      and obligations of the Purchaser hereunder; provided,
      however,
      the
      Purchaser shall remain entitled to the benefits set forth in Sections 12, 14
      and
      18 hereto and as provided in Section 2(a). Notwithstanding the foregoing, the
      sole and exclusive right and remedy of the Trustee with respect to a breach
      of
      representation or warranty of the Sellers shall be the purchase or substitution
      obligations of EMC contained in Sections 5 and 7 hereof.

     

    SECTION
      17.  Termination.
      This
      Agreement may be terminated (a) by the mutual consent of the parties hereto
      prior to the Closing Date, (b) by the Purchaser, if the conditions to the
      Purchaser’s obligation to close set forth under Section 11(a) hereof are not
      fulfilled as and when required to be fulfilled or (c) by any Seller, if the
      conditions to the Sellers’ obligation to close set forth under Section 11(b)
      hereof are not fulfilled as and when required to be fulfilled. In the event
      of
      termination pursuant to clause (b), EMC (on its own behalf as a Seller and
      on
      behalf of Master Funding) shall pay, and in the event of termination pursuant
      to
      clause (c), the Purchaser shall pay, all reasonable out-of-pocket expenses
      incurred by the other in connection with the transactions contemplated by this
      Agreement. In the event of a termination pursuant to clause (a), each party
      shall be responsible for its own expenses.

     

    SECTION
      18.  Representations,
      Warranties and Agreements to Survive Delivery.
      All
      representations, warranties and agreements contained in this Agreement, or
      contained in certificates of officers of the Sellers submitted pursuant hereto,
      shall remain operative and in full force and effect and shall survive delivery
      of the Mortgage Loans to the Purchaser (and by the Purchaser to the Trustee).
      Subsequent to the delivery of the Mortgage Loans to the Purchaser, EMC’s
      representations and warranties contained herein with respect to the Mortgage
      Loans shall be deemed to relate to the Mortgage Loans actually delivered to
      the
      Purchaser and included in the Mortgage Loan Schedule and any Substitute Mortgage
      Loan. 

     

    SECTION
      19.  Severability.
      If any
      provision of this Agreement shall be prohibited or invalid under applicable
      law,
      the Agreement shall be ineffective only to such extent, without invalidating
      the
      remainder of this Agreement.

     

    SECTION
      20.  Counterparts.
      This
      Agreement may be executed in counterparts, each of which will be an original,
      but which together shall constitute one and the same agreement.

     

    SECTION
      21.  Amendment.
      This
      Agreement cannot be amended or modified in any manner without the prior written
      consent of each party.

     

    SECTION
      22.  GOVERNING
      LAW.
      THIS
      AGREEMENT shall be governed by, and construed in accordance with, the laws
      of
      the State of New York, without regard to conflict of laws principles thereof
      other than Section 5-1401 of the New York General Obligations Law.

     

    SECTION
      23.  Further
      Assurances.
      Each of
      the parties agrees to execute and deliver such instruments and take such actions
      as another party may, from time to time, reasonably request in order to
      effectuate the purpose and to carry out the terms of this Agreement including
      any amendments hereto which may be required by either Rating
      Agency.

     

    SECTION
      24.  Successors
      and Assigns.

     

    This
      Agreement shall bind and inure to the benefit of and be enforceable by each
      of
      the Sellers and the Purchaser and their permitted successors and assigns and,
      to
      the extent specified in Section 14 hereof, Bear Stearns, and their directors,
      officers and controlling persons (within the meaning of federal securities
      laws). The Sellers acknowledge and agree that the Purchaser may assign its
      rights under this Agreement (including, without limitation, with respect to
      EMC’s representations and warranties respecting the Mortgage Loans) to the
      Trustee. Any person into which any Seller may be merged or consolidated (or
      any
      person resulting from any merger or consolidation involving such Seller), any
      person resulting from a change in form of such Seller or any person succeeding
      to the business of such Seller, shall be considered the “successor” of such
      Seller hereunder and shall be considered a party hereto without the execution
      or
      filing of any paper or any further act or consent on the part of any party
      hereto. Except as provided in the two preceding sentences, this Agreement cannot
      be assigned, pledged or hypothecated by either party hereto without the written
      consent of the other parties to this Agreement and any such assignment or
      purported assignment shall be deemed null and void.

     

    SECTION
      25.  The
      Sellers.
      EMC
      will
      keep in full force and effect its existence, all rights and franchises as a
      corporation under the laws of the State of its incorporation and will obtain
      and
      preserve its qualification to do business as a foreign corporation in each
      jurisdiction in which such qualification is necessary to perform its obligations
      under this Agreement. Master Funding will keep in full force and effect its
      existence, all rights and franchises as a limited liability company under the
      laws of the State of its formation and will obtain and preserve its
      qualification to do business as a foreign limited liability company in each
      jurisdiction in which such qualification is necessary to perform its obligations
      under this Agreement.

     

    SECTION
      26.  Entire
      Agreement.
      This
      Agreement contains the entire agreement and understanding between the parties
      with respect to the subject matter hereof, and supersedes all prior and
      contemporaneous agreements, understandings, inducements and conditions, express
      or implied, oral or written, of any nature whatsoever with respect to the
      subject matter hereof.

     

    SECTION
      27.  No
      Partnership.
      Nothing herein contained shall be deemed or construed to create a partnership
      or
      joint venture between the parties hereto.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    


    


     

    

      

      
        2 Please
          contact Bear, Stearns & Co. Inc. for Purchase
          Price.

      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    IN
      WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto
      by their respective duly authorized officers as of the date first above
      written.

     

    
      	 	
              EMC
                MORTGAGE CORPORATION

            
	 	 
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:
                

            
	 	 
	 	 
	 	
              MASTER
                FUNDING LLC

            
	 	 
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	 
	 	
              STRUCTURED
                ASSET MORTGAGE INVESTMENTS II INC.

            
	 	 
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      1

     

    CONTENTS
      OF MORTGAGE FILE

     

    With
      respect to each Mortgage Loan, the Mortgage File shall include each of the
      following items, which shall be available for inspection by the Purchaser or
      its
      designee, and which shall be delivered to the Purchaser or its designee pursuant
      to the terms of the Agreement.

     

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

     

    (ii)        The
      original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the
      presence of the MIN and language indicating that such Mortgage Loan is a MOM
      Loan, which shall have been recorded (or, for Mortgage Loans other than the
      EMC
      Flow Loans, if the original is not available, a copy), with evidence of such
      recording indicated thereon (or if the original is not available, a copy),
      with
      evidence of such recording indicated thereon (or if the original Security
      Instrument, assignments to the Trustee or intervening assignments thereof which
      have been delivered, are being delivered or will, upon receipt of recording
      information relating to the Security Instrument required to be included thereon,
      be delivered to recording offices for recording and have not been returned
      to
      the related Seller in time to permit their recording as specified in Section
      2.01(b) of the Pooling and Servicing Agreement, shall be in recordable
      form);

     

    (iii)        unless
      the Mortgage Loan is a MOM Loan or has been assigned in the name of MERS, a
      certified copy of the assignment (which may be in the form of a blanket
      assignment if permitted in the jurisdiction in which the Mortgaged Property
      is
      located) to “U.S. Bank National Association, as Trustee”, with evidence of
      recording with respect to each Mortgage Loan in the name of the Trustee thereon
      (or if (A) the original Security Instrument, assignments to the Trustee or
      intervening assignments thereof which have been delivered, are being delivered
      or will, upon receipt of recording information relating to the Security
      Instrument required to be included thereon, be delivered to recording offices
      for recording and have not been returned to the related Seller in time to permit
      their delivery as specified in Section 2.01(b) of the Pooling and Servicing
      Agreement, the related Seller may deliver a true copy thereof with a
      certification, on the face of such copy, substantially as follows: “Certified to
      be a true and correct copy of the original” or (B) the related Mortgaged
      Property is located in a state other than Maryland or an Opinion of Counsel
      has
      been provided as set forth in Section 2.01(b) of the Pooling and Servicing
      Agreement, shall be in recordable form);

     

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

     

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

     

    (vi)        the
      original policy of title insurance or mortgagee’s certificate of title insurance
      or commitment or binder for title insurance or, in the event such original
      title
      policy has not been received from the title insurer, such original title policy
      will be delivered within one year of the Closing Date or, in the event such
      original title policy is unavailable, a photocopy of such title policy or,
      in
      lieu thereof, a current lien search on the related Mortgaged Property;
      and

     

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

     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      2

     

    MORTGAGE
      LOAN SCHEDULE INFORMATION

     

    The
      Mortgage Loan Schedule shall set forth the following information with respect
      to
      each Mortgage Loan:

     

    
      	
              (a)

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

            
	 	 
	
              (b)

            	
              the
                property type;

            
	 	 
	
              (c)

            	
              the
                Mortgage Rate;

            
	 	 
	
              (d)

            	
              the
                Servicing Fee Rate;

            
	 	 
	
              (e)

            	
              the
                Master Servicer’s Fee Rate, if applicable;

            
	 	 
	
              (f)

            	
              the
                LPMI Fee, if applicable;

            
	 	 
	
              (g)

            	
              the
                Trustee Fee Rate, if applicable;

            
	 	 
	
              (h)

            	
              the
                Net Rate;

            
	 	 
	
              (i)

            	
              the
                maturity date;

            
	 	 
	
              (j)

            	
              the
                stated original term to maturity;

            
	 	 
	
              (k)

            	
              the
                stated remaining term to maturity;

            
	 	 
	
              (l)

            	
              the
                original principal balance;

            
	 	 
	
              (m)

            	
              the
                first payment date;

            
	 	 
	
              (n)

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

            
	 	 
	
              (o)

            	
              the
                unpaid principal balance as of the Cut-off Date;

            
	 	 
	
              (p)

            	
              the
                Loan-to-Value Ratio at origination;

            
	 	 
	
              (q)

            	
              the
                insurer of any Primary Mortgage Insurance Policy;

            
	 	 
	
              (r)

            	
              the
                MIN with respect to each MOM Loan;

            
	 	 
	
              (s)

            	
              the
                Gross Margin, if applicable;

            
	 	 
	
              (t)

            	
              the
                next Adjustment Date, if applicable;

            
	 	 
	
              (u)

            	
              the
                Maximum Lifetime Mortgage Rate, if applicable;

            
	 	 
	
              (v)

            	
              the
                Minimum Lifetime Mortgage Rate, if applicable;

            
	 	 
	
              (w)

            	
              the
                Periodic Rate Cap, if applicable; 

            
	 	 
	
              (x)

            	
              the
                Loan Group, if applicable;

            
	 	 
	
              (y)

            	
              a
                code indicating whether the Mortgage Loan is negatively
                amortizing;

            
	 	 
	
              (z)

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

            
	 	 
	
              (aa)

            	
              the
                Prepayment Charge, if any;

            
	 	 
	
              (bb)

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

            
	 	 
	
              (cc)

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

            
	 	 
	
              (dd)

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

            
	 	 
	
              (ee)

            	
              the
                interest-only term, if applicable;

            
	 	 
	
              (ff)

            	
              the
                Mortgage Loan Seller; and

            
	 	 
	
              (gg)

            	
              the
                original amortization term.

            


    

    


    


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

     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      3

     

    SELLERS’
      INFORMATION

     

    All
      information in the Prospectus Supplement described under the following Sections:
      “SUMMARY OF PROSPECTUS SUPPLEMENT—The Mortgage Loans,” “THE MORTGAGE POOL”, “THE
      SPONSOR" and “SCHEDULE A—CERTAIN CHARACTERISTICS OF THE MORTGAGE
      LOANS.”

     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      4

     

    PURCHASER’S
      INFORMATION

     

    All
      information in the Prospectus Supplement and the Prospectus, except the Sellers’
Information.

     

    


     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      5

    


    SCHEDULE
      OF LOST NOTES

     

    Available
      Upon Request

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      6

    REVISED
      October 20, 2006

    


    APPENDIX
      E - STANDARD & POOR’S PREDATORY LENDING CATEGORIES

     

    


    Standard
      & Poor’s has categorized loans governed by anti-predatory lending laws in
      the Jurisdictions listed below into three categories based upon a combination
      of
      factors that include (a) the risk exposure associated with the assignee
      liability and (b) the tests and thresholds set
      forth in
      those laws. Note that certain loans classified by the relevant statute as
      Covered are included in Standard & Poor’s High Cost Loan Category because
      they included thresholds and tests that are typical of what is generally
      considered High Cost by the industry.

     

    

      
        	
                Standard
                  & Poor’s High Cost Loan Categorization

                 

              
	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending

                Law/Effective
                  Date

              	
                Category
                  under

                Applicable
                  Anti-Predatory Lending Law

              
	
                Arkansas

              	
                Arkansas
                  Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq.

                Effective
                  July 16, 2003

              	
                High
                  Cost Home Loan

              
	
                Cleveland
                  Heights, OH

              	
                Ordinance
                  No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq.

                Effective
                  June 2, 2003

              	
                Covered
                  Loan

              
	
                Colorado

              	
                Consumer
                  Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et seq.

                Effective
                  for covered loans offered or entered into on or after January 1,
                  2003.
                  Other provisions of the Act took effect on June 7, 2002

              	
                Covered
                  Loan

              
	
                Connecticut

              	
                Connecticut
                  Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
                  et seq.

                Effective
                  October 1, 2001 

              	
                High
                  Cost Home Loan

              
	
                District
                  of Columbia

              	
                Home
                  Loan Protection Act, D.C. Code §§ 26-1151.01 et seq.

                Effective
                  for loans closed on or after January 28, 2003

              	
                Covered
                  Loan

              
	
                Florida

              	
                Fair
                  Lending Act, Fla. Stat. Ann. §§ 494.0078 et seq.

                Effective
                  October 2, 2002

              	
                High
                  Cost Home Loan

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.
                  Effective October 1, 2002 - March 6, 2003

              	
                High
                  Cost Home Loan

              
	
                Georgia
                  as amended (Mar. 7, 2003 - current)

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                Effective
                  for loans closed on or after March 7, 2003 

              	
                High
                  Cost Home Loan

              
	
                HOEPA
                  Section 32

              	
                Home
                  Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                  §§ 226.32 and 226.34

                Effective
                  October 1, 1995, amendments October 1, 2002

              	
                High
                  Cost Loan

              
	
                Illinois

              	
                High
                  Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq.

                Effective
                  January 1, 2004 (prior to this date, regulations under Residential
                  Mortgage License Act effective from May 14, 2001)

              	
                High
                  Risk Home Loan

              
	
                Indiana

              	
                Indiana
                  Home Loan Practices Act, Ind. Code Ann. §§ 24-9-1-1 et seq.

                Effective
                  January 1, 2005; amended by 2005 HB 1179, effective July 1, 2005.
                  

              	
                High
                  Cost Home Loans 

              
	
                Kansas

              	
                Consumer
                  Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et seq.

                Sections
                  16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                  16a-3-308a became effective July 1, 1999

              	
                High
                  Loan to Value Consumer Loan (id. § 16a-3-207) and;

                High
                  APR Consumer Loan (id.
                  §16a-3-308a)

              
	
                Kentucky

              	
                2003
                  KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
                  et seq.
                  

                Effective
                  June 24, 2003

              	
                High
                  Cost Home Loan

              
	
                Maine

              	
                Truth
                  in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq.

                Effective
                  September 29, 1995 and as amended from time to time

              	
                High
                  Rate High Fee Mortgage

              
	
                Massachusetts

              	
                Part
                  40 and Part 32, 209 C.M.R. §§ 32.00 et seq.
                  and 209 C.M.R. §§ 40.01 et seq.

                Effective
                  March 22, 2001 and amended from time to time

              	
                High
                  Cost Home Loan

              
	
                Nevada

              	
                Assembly
                  Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et seq.

                Effective
                  October 1, 2003

              	
                Home
                  Loan

              
	
                New
                  Jersey

              	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et seq.

                Effective
                  for loans closed on or after November 27, 2003

              	
                High
                  Cost Home Loan

              
	
                New
                  Mexico

              	
                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004 

              	
                High
                  Cost Home Loan

              
	
                New
                  York

              	
                N.Y.
                  Banking Law Article 6-l

                Effective
                  for applications made on or after April 1, 2003

              	
                High
                  Cost Home Loan

              
	
                North
                  Carolina

              	
                Restrictions
                  and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                  et seq.

                Effective
                  July 1, 2000; amended October 1, 2003 (adding open-end lines of
                  credit)
                  

              	
                High
                  Cost Home Loan

              
	
                Ohio

              	
                H.B.
                  386 (codified in various sections of the Ohio Code), Ohio Rev.
                  Code Ann.
                  §§ 1349.25 et seq.

                Effective
                  May 24, 2002 

              	
                Covered
                  Loan

              
	
                Oklahoma

              	
                Consumer
                  Credit Code (codified in various sections of Title 14A)

                Effective
                  July 1, 2000; amended effective January 1, 2004

              	
                Subsection
                  10 Mortgage

              
	
                Rhode
                  Island

              	
                Rhode
                  Island Home Loan Protection Act, R.I. Gen. Laws §§ 34-25.2-1 et seq.

                Effective
                  December 31, 2006. 

              	
                High
                  Cost Home Loan

              
	
                South
                  Carolina

              	
                South
                  Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                  et seq.

                Effective
                  for loans taken on or after January 1, 2004

              	
                High
                  Cost Home Loan

              
	
                Tennessee

              	
                Tennessee
                  Home Loan Protection Act, Tenn. Code Ann. §§ 45-20-101 et seq.

                Effective
                  January 1, 2007.

              	
                High
                  Cost Home Loan

              
	
                West
                  Virginia

              	
                West
                  Virginia Residential Mortgage Lender, Broker and Servicer Act,
                  W. Va. Code
                  Ann. §§ 31-17-1 et seq.

                Effective
                  June 5, 2002

              	
                West
                  Virginia Mortgage Loan Act
                  Loan

              


      



     

    
      
        	
                Standard
                  & Poor’s Covered Loan Categorization

                 

              
	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending

                Law/Effective
                  Date

              	
                Category
                  under

                Applicable
                  Anti-Predatory Lending Law

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                Effective
                  October 1, 2002 - March 6, 2003

              	
                Covered
                  Loan

              
	
                New
                  Jersey

              	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et seq.

                Effective
                  November 27, 2003 - July 5, 2004

              	
                Covered
                  Home Loan

              


      

       

       

      
        	
                Standard
                  & Poor’s Home Loan Categorization

                 

              
	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending

                Law/Effective
                  Date

              	
                Category
                  under

                Applicable
                  Anti-Predatory Lending Law

              
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                Effective
                  October 1, 2002 - March 6, 2003

              	
                Home
                  Loan

              
	
                New
                  Jersey

              	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et seq.

                Effective
                  for loans closed on or after November 27, 2003

              	
                Home
                  Loan

              
	
                New
                  Mexico

              	
                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004 

              	
                Home
                  Loan

              
	
                North
                  Carolina

              	
                Restrictions
                  and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                  et seq.

                Effective
                  July 1, 2000; amended October 1, 2003 (adding open-end lines of
                  credit)

              	
                Consumer
                  Home Loan

              
	
                South
                  Carolina

              	
                South
                  Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                  et seq.

                Effective
                  for loans taken on or after January 1, 2004

              	
                Consumer
                  Home Loan

              


      

    

     

                Revised
      10/20/06

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    SCHEDULE
      A

    


    REQUIRED
      RATINGS FOR EACH CLASS OF CERTIFICATES

    


    Public
      Certificates

    


    
      	
              Class

            	 	
              S&P

            	 	
              Fitch

            
	
              Class
                A-1

            	 	
              AAA

            	 	
              Aaa

            
	
              Class
                A-2

            	 	
              AAA

            	 	
              Aaa

            
	
              Class
                A-3

            	 	
              AAA

            	 	
              Aaa

            
	
              Class
                B-1

            	 	
              AA

            	 	
              AA

            
	
              Class
                B-2

            	 	
              A

            	 	
              A

            
	
              Class
                B-3

            	 	
              BBB

            	 	
              BBB

            
	
              Class
                X

            	 	
              AAA

            	 	
              Aaa

            
	
              Class
                PO

            	 	
              AAA

            	 	
              Aaa

            
	
              Class
                R

            	 	
              AAA

            	 	
              Aaa

            


    

     

                            None
      of the above
      ratings have been lowered since the respective dates of such
      letters.

     

    Private
      Certificates

    


    
      	
              Class

            	 	
              S&P

            	 	
              Fitch

            
	
              Class
                B-4

            	 	
              BB

            	 	
              BB

            
	
              Class
                B-5

            	 	
              B

            	 	
              B

            
	
              Class
                B-6

            	 	
              --

            	 	
              --

            


    

    


                            None
      of the above
      ratings have been lowered since the respective dates of such
      letters.

     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    SCHEDULE
      B

     

    MORTGAGE
      LOAN SCHEDULE

     

    [Provided
      upon request]

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    


    EXHIBIT
      I-1

    


    EMC
      SERVICING AGREEMENT

    


    


    
       

        
          

        

      

       

      


      STRUCTURED
        ASSET MORTGAGE INVESTMENTS II INC.

      Owner

      


      and

      


      EMC
        MORTGAGE CORPORATION

      Servicer

      


       

      


      SERVICING
        AGREEMENT

      


      Dated
        as
        of April 1, 2007

      


      Prime
        Mortgage Trust 2007-2

      Mortgage
        Pass-Through Certificates

      Series
        2007-2

       

      


      
        
 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBITS

       

      
        
          	
                  Exhibit
                    A

                	
                  Mortgage
                    Loan Schedule

                
	 	 
	
                  Exhibit
                    B

                	
                  Custodial
                    Account Letter Agreement

                
	 	 
	
                  Exhibit
                    C

                	
                  Escrow
                    Account Letter Agreement

                
	 	 
	
                  Exhibit
                    D

                	
                  Form
                    of Request for Release

                
	 	 
	
                  Exhibit
                    E

                	
                  Remittance
                    Overview Report

                
	 	 
	
                  Exhibit
                    F

                	
                  Remittance
                    Summary Report

                
	 	 
	
                  Exhibit
                    G

                	
                  Form
                    of Owner Certification

                
	 	 
	
                  Exhibit
                    H

                	
                  Summary
                    of Regulation AB Servicing Criteria

                
	 	 
	
                  Exhibit
                    I

                	
                  Summary
                    of Applicable Regulation AB Requirements

                
	 	 
	
                  Exhibit
                    J

                	
                  Servicing
                    Criteria to be Addressed in Assessment of Compliance

                
	 	 
	
                  Exhibit
                    K

                	
                  Default
                    Overview Report

                
	 	 
	
                  Exhibit
                    L

                	
                  Delinquent
                    Summary Report

                
	 	 
	
                  Exhibit
                    M

                	
                  Calculation
                    of Gain-Loss Delinquent Loans 

                
	 	 
	
                  Exhibit
                    N

                	
                  Modified
                    Loans Report

                
	 	 
	
                  Exhibit
                    O

                	
                  Claims
                    Submitted Report

                
	 	 
	
                  Exhibit
                    P

                	
                  Loss
                    Severity Summary Report

                


        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      THIS
        IS A
        SERVICING AGREEMENT, dated as of April 1, 2007, and is executed between
        Structured Asset Mortgage Investments II Inc. (the "Owner") and EMC Mortgage
        Corporation (the "Servicer").

       

      W
        I T N E
        S S E T H :

      


      WHEREAS,
        the Owner is the owner of the Mortgage Loans;

       

      WHEREAS,
        the Owner and the Servicer wish to prescribe the permanent management, servicing
        and control of the Mortgage Loans;

       

      NOW,
        THEREFORE, in consideration of the mutual agreements hereinafter set forth,
        and
        for other good and valuable consideration, the receipt and adequacy of which
        is
        hereby acknowledged, the Owner and the Servicer agree as follows:

       

      ARTICLE
        I

      DEFINITIONS

      

        Section
          1.01. Defined
          Terms.
          

         

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

         

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

         

        Adjustment
          Date:
          As to
          each ARM Loan, the date on which the Mortgage Interest Rate is adjusted
          in
          accordance with the terms of the related Mortgage Note.

         

        Agreement:
          This
          Servicing Agreement including all exhibits hereto, amendments hereof and
          supplements hereto.

         

        ARM
          Loans:
          First
          lien, conventional, 1-4 family residential Mortgage Loans with interest
          rates
          which adjust from time to time in accordance with the related Index and
          are
          subject to Periodic Rate Caps and Lifetime Rate Caps and which may permit
          conversion to fixed interest rates.

         

        Business
          Day:
          Any day
          other than (i) a Saturday or Sunday, or (ii) a legal holiday in the States
          of
          Maryland, Minnesota, New York or the jurisdiction in which the Servicer
          conducts
          its servicing activities, or (iii) a day on which banks in the States of
          Maryland, Minnesota, New York or the jurisdiction in which the Servicer
          conducts
          its servicing activities are authorized or obligated by law or executive
          order
          to be closed.

         

        Code:
          The
          Internal Revenue Code of 1986, as it may be amended from time to time,
          or any
          successor statute thereto, and applicable U.S. Department of the Treasury
          regulations issued pursuant thereto.

         

        Commission
          or SEC:
          The
          Securities and Exchange Commission.

         

        Condemnation
          Proceeds:
          All
          awards or settlements in respect of a Mortgaged Property, whether permanent
          or
          temporary, partial or entire, by exercise of the power of eminent domain
          or
          condemnation, to the extent not required to be released to a Mortgagor
          in
          accordance with the terms of the related Mortgage Loan Documents.

         

        Custodial
          Account:
          One or
          more demand account or accounts created and maintained pursuant to Section
          4.04
          which shall be entitled "PRIME 2007-2 Custodial Account in trust for SAMI
          II,
          Owner of Whole Loan Mortgages and various Mortgagors" established at a
          Qualified
          Depository, each of which accounts shall be held by such Qualified Depository
          in
          a fiduciary capacity, separate and apart from its funds and general
          assets.

         

        Custodian:
          U.S.
          Bank National Association, or such other custodian as Owner shall designate.
          

         

        Cut-off
          Date:
          With
          respect to any Mortgage Loan, the opening of business on the first day
          of the
          month in which the related closing date with respect to such Mortgage Loan
          occurs. 

         

        Delinquent:
          As
          defined in the related pooling and servicing agreement.

         

        Depositor:
          The
          depositor, as such term is defined in Regulation AB, with respect to any
          Pass-Through Transfer.

         

        Determination
          Date:
          The
          15th day (or if such 15th day is not a Business Day, the Business Day
          immediately preceding such 15th day) of the month of the Remittance
          Date.

         

        Due
          Date:
          Each
          day on which payments of principal and interest are required to be paid
          in
          accordance with the terms of the related Mortgage Note, exclusive of any
          days of
          grace.

         

        Due
          Period:
          With
          respect to each Remittance Date, the period commencing on the second day
          of the
          month preceding the month of such Remittance Date and ending on the first
          day of
          the month of the Remittance Date.

         

        Escrow
          Account:
          The
          separate trust account or accounts created and maintained pursuant to Section
          4.06 which shall be entitled "PRIME 2007-2 Escrow Account, in trust for
          SAMI II,
          Owner of Whole Loan Mortgages and various Mortgagors" and shall be established
          at a Qualified Depository, each of which accounts shall in no event contain
          funds in excess of the FDIC insurance limits.

         

        Escrow
          Payments:
          With
          respect to any Mortgage Loan, the amounts constituting ground rents, taxes,
          assessments, water rates, sewer rents, municipal charges, mortgage insurance
          premiums, fire and hazard insurance premiums, condominium charges, and
          any other
          payments required to be escrowed by the Mortgagor with the mortgagee pursuant
          to
          the Mortgage or any other document.

         

        Event
          of Default:
          Any one
          of the conditions or circumstances enumerated in Section 9.01.

         

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

         

        Fannie
          Mae:
          Fannie
          Mae, or any successor thereto.

         

        Fannie
          Mae Guide:
          The
          Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments
          or additions thereto.

         

        Fidelity
          Bond:
          A
          fidelity bond to be maintained by the Servicer pursuant to Section
          4.12.

         

        FIRREA:
          The
          Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as
          amended
          from time to time.

         

        Freddie
          Mac:
          Freddie
          Mac, or any successor thereto.

         

        Freddie
          Mac Guide:
          The
          Freddie Mac Selling Guide and the Freddie Mac Servicing Guide and all amendments
          or additions thereto.

         

        Full
          Principal Prepayment:
          A
          Principal Prepayment made by a Mortgagor of the entire principal balance
          of a
          Mortgage Loan.

         

        GAAP:
          Generally accepted accounting procedures, consistently applied.

         

        HUD:
          The
          United States Department of Housing and Urban Development or any
          successor.

         

        Index:
          With
          respect to each ARM Loan, on the related Adjustment Date, the index used
          to
          determine the Mortgage Interest Rate on each such ARM Loan.

         

        Insurance
          Proceeds:
          With
          respect to each Mortgage Loan, proceeds of insurance policies insuring
          the
          Mortgage Loan or the related Mortgaged Property.

         

        Lifetime
          Rate Cap:
          With
          respect to each ARM Loan, the maximum Mortgage Interest Rate over the term
          of
          such Mortgage Loan, as specified in the related Mortgage Note.

         

        Liquidation
          Proceeds:
          Amounts, other than Insurance Proceeds and Condemnation Proceeds, received
          in
          connection with the liquidation of a defaulted Mortgage Loan, whether through
          the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure
          sale
          or otherwise, and any other amounts received with respect to an REO Property
          pursuant to Section 4.13.

         

        Margin:
          With
          respect to each ARM Loan, the fixed percentage amount set forth in each
          related
          Mortgage Note which is added to the Index in order to determine the related
          Mortgage Interest Rate.

         

        Master
          Servicer:
          EMC
          Mortgage Corporation, its successors in interest and assigns, or any successor
          thereto designated by the Owner.

         

        Monthly
          Advance:
          The
          aggregate of the advances made by the Servicer on any Remittance Date pursuant
          to Section 5.03.

         

        Monthly
          Payment:
          With
          respect to each Mortgage Loan, the scheduled monthly payment of principal
          and
          interest thereon which is payable by the related Mortgagor under the related
          Mortgage Note.

         

        Mortgage:
          The
          mortgage, deed of trust or other instrument securing a Mortgage Note which
          creates a first lien on an unsubordinated estate in fee simple in real
          property
          securing the Mortgage Note.

         

        Mortgage
          Interest Rate:
          The
          annual rate at which interest accrues on any Mortgage Loan in accordance
          with
          the provisions of the related Mortgage Note, and in the case of an ARM
          Loan, as
          adjusted from time to time on each Adjustment Date for such Mortgage Loan
          to
          equal the Index for such Mortgage Loan plus the Margin for such Mortgage
          Loan,
          and subject to the limitations on such interest rate imposed by the Periodic
          Rate Cap and the Lifetime Rate Cap.

         

        Mortgage
          Loan:
          An
          individual Mortgage Loan described herein and as further identified on
          the
          Mortgage Loan Schedule, which Mortgage Loan includes without limitation
          the
          Mortgage Loan Documents, the Monthly Payments, Principal Prepayments,
          Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO Disposition
          Proceeds, and all other rights, benefits, proceeds and obligations arising
          from
          or in connection with such Mortgage Loan.

         

        Mortgage
          Loan Documents:
          The
          original mortgage loan legal documents held by the Custodian.

         

        Mortgage
          Loan Remittance Rate:
          With
          respect to each Mortgage Loan, the annual rate of interest remitted to
          the
          Owner, which shall be equal to the related Mortgage Interest Rate minus
          the
          Servicing Fee Rate.

         

        Mortgage
          Loan Schedule:
          The
          schedule of Mortgage Loans attached hereto as Exhibit
          A,
          such
          schedule being acceptable to the Owner and the Servicer.

         

        Mortgage
          Note:
          The
          note or other evidence of the indebtedness of a Mortgagor secured by a
          Mortgage.

         

        Mortgaged
          Property:
          The
          underlying real property securing repayment of a Mortgage Note.

         

        Mortgagor:
          The
          obligor on a Mortgage Note. 

         

        Net
          Liquidation Proceeds:
          As to
          any Mortgage Loan, Liquidation Proceeds net of unreimbursed Servicing Advances,
          Servicing Fees and Monthly Advances and expenses incurred by the Servicer
          in
          connection with the liquidation of the Mortgage Loan and the related Mortgaged
          Property.

         

        Nonrecoverable
          Advance:
          Any
          advance previously made by the Servicer pursuant to Section 5.03 or any
          Servicing Advance proposed to be made by the Servicer in respect of a Mortgage
          Loan or REO Property which, in the good faith judgment of the Servicer,
          may not
          be ultimately recoverable by the Servicer from Liquidation Proceeds or
          Insurance
          Proceeds on such Mortgage Loan or REO Property as provided herein. The
          determination by the Servicer that it has made a Nonrecoverable Advance,
          or that
          a proposed advance may constitute a Nonrecoverable Advance, shall be evidenced
          by an Officer's Certificate of the Servicer delivered to the Owner and
          detailing
          the reasons for such determination.

         

        Officer's
          Certificate:
          A
          certificate signed by the Chairman of the Board, the Vice Chairman of the
          Board,
          the President, a Senior Vice President or a Vice President or by the Treasurer
          or the Secretary or one of the Assistant Treasurers or Assistant Secretaries
          of
          the Servicer, and delivered to the Owner as required by this
          Agreement.

         

        Opinion
          of Counsel:
          A
          written opinion of counsel, who may be an employee of the party on behalf
          of
          whom the opinion is being given, reasonably acceptable to the
          Owner.

         

        Owner:
          Structured Asset Mortgage Investments II Inc., its successors in interest
          and
          assigns (including the Trustee in connection with a Pass-Through
          Transfer).

         

        Partial
          Principal Prepayment:
          A
          Principal Prepayment by a Mortgagor of a partial principal balance of a
          Mortgage
          Loan.

         

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

         

        Periodic
          Rate Cap:
          With
          respect to each ARM Loan, the maximum increase or decrease in the Mortgage
          Interest Rate on any Adjustment Date.

         

        Permitted
          Investments:
          Any one
          or more of the following obligations or securities:

         

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

        


        (ii) (a)
          demand or time deposits, federal funds or bankers' acceptances issued by
          any
          depository institu-tion or trust company incorporated under the laws of
          the
          United States of America or any state thereof (including any Trustee or
          the
          Master Servicer) and subject to supervision and examination by federal
          and/or
          state banking authorities, provided that the commercial paper and/or the
          short-term deposit rating and/or the long-term unsecured debt obligations
          or
          deposits of such depository institution or trust company at the time of
          such
          investment or contractual commitment providing for such investment are
          rated in
          one of the two highest rating categories by each Rating Agency and (b)
          any other
          demand or time deposit or certificate of deposit that is fully insured
          by the
          Federal Deposit Insurance Cor-poration;

        


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

        


        (iv) securities
          bearing interest or sold at a discount issued by any corporation (including
          any
          Trustee or the Master Servicer) incorporated under the laws of the United
          States
          of America or any state thereof that are rated in one of the two highest
          rating
          categories by each Rating Agency at the time of such in-vestment or contractual
          commitment providing for such investment; provided,
          however,
          that
          securities issued by any particular corporation will not be Permitted
          Investments to the extent that investments therein will cause the then
          outstanding principal amount of secur-ities issued by such corporation
          and held
          as Permitted Investments to exceed 10% of the aggregate outstand-ing principal
          balances and amounts of all the Permitted Investments;

        


        (v) commercial
          paper (including both non-interest-bearing discount obligations and
          interest-bearing obliga-tions payable on demand or on a specified date
          not more
          than one year after the date of issuance there-of) which are rated in one
          of the
          two highest rating categories by each Rating Agency at the time of such
          investment;

        


        (vi) any
          other
          demand, money market or time deposit, obligation, security or investment
          as may
          be acceptable to each Rating Agency; and

        


        (vii) any
          money
          market funds the collateral of which consists of obligations fully guaranteed
          by
          the United States of America or any agency or instru-ment-al-ity of the
          United
          States of America the obligations of which are backed by the full faith
          and
          credit of the United States of America (which may include repurchase obligations
          secured by collateral described in clause (i)) and other securities (including
          money market or common trust funds for which any Trustee or the Master
          Servicer
          or any affiliate thereof acts as a manager or an advisor) and which money
          market
          funds are rated in one of the two highest rating categories by each Rating
          Agency;

        


        provided,
          however,
          that no
          instrument or security shall be a Permitted Investment if such instrument
          or
          security evidences a right to receive only interest payments with respect
          to the
          ob-li-ga-tions underlying such instrument or if such security provides
          for
          payment of both principal and interest with a yield to matur-ity in excess
          of
          120% of the yield to maturity at par.

         

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

         

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

         

        Prepayment
          Interest Excess:
          With
          respect to any Remittance Date, for each Mortgage Loan that was the subject
          of a
          Principal Prepayment in full or in part during the portion of the related
          Prepayment Period occurring between the first day of the calendar month
          in which
          such Remittance Date occurs and the Determination Date of the calendar
          month in
          which such Remittance Date occurs, an amount equal to interest (to the
          extent
          received) at the applicable Mortgage Loan Remittance Rate on the amount
          of such
          Principal Prepayment for the number of days commencing on the first day
          of the
          calendar month in which such Remittance Date occurs and ending on the last
          date
          through which interest is collected from the related Mortgagor.

         

        Prepayment
          Interest Shortfall:
          With
          respect to any Remittance Date, for each such Mortgage Loan that was the
          subject
          of a Principal Prepayment during the portion of the related Prepayment
          Period
          occurring between the first day of the related Prepayment Period and the
          last
          day of the calendar month preceding the month in which such Remittance
          Date
          occurs, an amount equal to interest (to be paid by the Servicer out of
          its own
          funds without reimbursement therefor) at the applicable Mortgage Loan Remittance
          Rate on the amount of such Principal Prepayment for the number of days
          commencing on the date on which the prepayment is applied and ending on
          the last
          day of the calendar month preceding such Remittance Date. 

         

        Prepayment
          Period:
          As to
          any Remittance Date, (a) in the case of Full Principal Prepayments, the
          period
          commencing on the 16th
          day of
          the month prior to the month in which the related Remittance
          Date
          occurs and ending on the 15th
          day of
          the month in which such Remittance Date occurs, and (b) in the case of
          Partial
          Principal Prepayments or other recoveries, the preceding calendar
          month.

         

        Primary
          Mortgage Insurance Policy:
          Each
          primary policy of mortgage insurance, or any replacement policy therefor
          obtained by the Servicer pursuant to Section 4.08.

         

        Prime
          Rate:
          The
          prime rate of U.S. money center banks as published from time to time in
          The
          Wall Street Journal.

         

        Principal
          Prepayment:
          Any
          payment or other recovery of principal on a Mortgage Loan full or partial
          which
          is received in advance of its scheduled Due Date, including any Prepayment
          Charge and which is not accompanied by an amount of interest representing
          scheduled interest due on any date or dates in any month or months subsequent
          to
          the month of prepayment. Partial Principal Prepayments shall be applied
          in
          accordance with the terms of the related Mortgage Note.

         

        Qualified
          Appraiser:
          An
          appraiser, duly appointed by the Servicer, who had no interest, direct
          or
          indirect in the Mortgaged Property or in any loan made on the security
          thereof,
          and whose compensation is not affected by the approval or disapproval of
          the
          Mortgage Loan, which appraiser and the appraisal made by such appraiser
          both
          satisfy the requirements of Title XI of FIRREA and the regulations promulgated
          thereunder, all as in effect on the date the Mortgage Loan was
          originated.

         

        Qualified
          Depository:
          (a) The
          Custodian, (b) a depository, the accounts of which are insured by the FDIC
          and
          the short term debt ratings and the long term deposit ratings of which
          are rated
          in one of the two highest rating categories by either of Moody’s Investors
          Service, Inc. or Fitch, Inc., or (c) a depository, the short-term debt
          obligations, or other short-term deposits of which are rated at least ‘A-2’ and
          the long-term unsecured debt obligations of which are rated at least ‘AA-’ by
          Standard & Poor's Ratings Service, a division of The McGraw Hill Companies
          Inc.

         

        Qualified
          Insurer:
          An
          insurance company duly qualified as such under the laws of the states in
          which
          the Mortgaged Properties are located, duly authorized and licensed in such
          states to transact the applicable insurance business and to write the insurance
          provided, approved as an insurer by Fannie Mae and Freddie Mac. 

         

        Rating
          Agency:
          Standard & Poor's Ratings Service, a division of The McGraw Hill Companies
          Inc., and Moody's Investors Service, Inc.

         

        Reconstitution
          Agreement:
          Any
          agreement involving any Pass-Through Transfer or Whole Loan
          Transfer.

         

        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.

         

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

         

        REMIC
          Provisions:
          The
          provisions of the Federal income tax law relating to a REMIC, which appear
          at
          Section 860A through 860G of the Code, and related provisions, and regulations,
          rulings or pronouncements promulgated thereunder, as the foregoing may
          be in
          effect from time to time.

         

        Remittance
          Date:
          The
          Remittance Date shall be the 18th day of any month, or if such 18th day
          is not a
          Business Day, the first Business Day immediately preceding such 18th
          day.

         

        REO
          Disposition:
          The
          final sale by the Servicer of any REO Property.

         

        REO
          Disposition Proceeds:
          Amounts
          received by the Servicer in connection with a related REO
          Disposition.

         

        REO
          Property:
          A
          Mortgaged Property acquired by the Servicer on behalf of the Owner as described
          in Section 4.13.

         

        SAMI
          II:
          Structured Asset Mortgage Investments II Inc.

         

        Sarbanes
          Certification:
          A
          certification required pursuant to The
          Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission
          promulgated thereunder (including any interpretations or amendments thereof
          by
          the Commission’s staff).

         

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

         

        Servicer:
          EMC
          Mortgage Corporation, or any of its successors in interest or any successor
          under this Agreement appointed as herein provided.

         

        Servicing
          Advances:
          All
          customary, reasonable and necessary "out of pocket" costs and expenses
          (including reasonable attorneys' fees and disbursements) incurred in the
          performance by the Servicer of its servicing obligations relating to each
          Mortgage Loan, including, but not limited to, the cost of (a) the preservation,
          restoration and protection of the Mortgaged Property, (b) any enforcement,
          administrative or judicial proceedings, or any legal work or advice specifically
          related to servicing the Mortgage Loans, including but not limited to,
          foreclosures, bankruptcies, condemnations, drug seizures, elections,
          foreclosures by subordinate or superior lienholders, and other legal actions
          incidental to the servicing of the Mortgage Loans (provided that such expenses
          are reasonable and that the Servicer specifies the Mortgage Loan(s) to
          which
          such expenses relate), (c) the management and liquidation of the Mortgaged
          Property if the Mortgaged Property is acquired in full or partial satisfaction
          of the Mortgage, (d) taxes, assessments, water rates, sewer rates and other
          charges which are or may become a lien upon the Mortgaged Property, and
          Primary
          Mortgage Insurance Policy premiums and fire and hazard insurance coverage
          and
          (e) compliance with the obligations under Section 4.08.

         

        Servicing
          Criteria:
          As of
          any date of determination, the “servicing criteria” set forth in Item 1122(d) of
          Regulation AB, or any amendments thereto, a summary of the requirements
          of which
          as of the date hereof is attached hereto as Exhibit H for convenience of
          reference only. In the event of a conflict or inconsistency between the
          terms of
          Exhibit H and the text of Item 1122(d) of Regulation AB, the text of Item
          1122(d) of Regulation AB shall control (or those Servicing Criteria otherwise
          mutually agreed to by the Owner, the Servicer and any Person that will
          be
          responsible for signing any Sarbanes Certification with respect to a
          Pass-Through Transfer in response to evolving interpretations of Regulation
          AB
          and incorporated into a revised Exhibit H).

         

        Servicing
          Fee:
          With
          respect to each Mortgage Loan, the amount of the annual servicing fee the
          Owner
          shall pay to the Servicer, which shall, for a period of one full month,
          be equal
          to one--twelfth of the product of (a) the applicable Servicing Fee Rate
          and (b)
          the outstanding principal balance of the Mortgage Loan. Such fee shall
          be
          payable monthly, computed on the basis of the same principal amount and
          period
          respecting which any related interest payment on a Mortgage Loan is computed.
          The obligation of the Owner to pay the Servicing Fee is limited to, and
          the
          Servicing Fee is payable from the interest portion of such Monthly Payment
          collected by the Servicer or as otherwise provided under Section
          4.05.

         

        Servicing
          Fee Rate:
          The
          Servicing Fee Rate shall be a rate per annum equal to 0.25%.

         

        Servicing
          File:
          The
          documents, records and other items pertaining to a particular Mortgage
          Loan and
          any additional documents relating to such Mortgage Loan as are in, or as
          may
          from time to time come into, the Servicer's possession.

         

        Servicing
          Officer:
          Any
          officer of the Servicer involved in, or responsible for, the administration
          and
          servicing of the Mortgage Loans whose name appears on a list of servicing
          officers furnished by the Servicer to the Owner upon request, as such list
          may
          from time to time be amended.

         

        Stated
          Principal Balance:
          As to
          each Mortgage Loan as of any date of determination, (i) the principal balance
          of
          such Mortgage Loan after giving effect to payments of principal due and
          received
          or for which a Monthly Advance has been made, minus (ii) all amounts previously
          distributed to the Owner with respect to the Mortgage Loan representing
          Principal Prepayments.

         

        Subcontractor:
          Any
          vendor, subcontractor or other Person that is not responsible for the overall
          servicing (as “servicing” is commonly understood by participants in the
          mortgage-backed securities market) of Mortgage Loans but performs one or
          more
          discrete functions identified in Item 1122(d) of Regulation AB with respect
          to
          Mortgage Loans under the direction or authority of the Servicer or a
          Subservicer. 

         

        Subservicer:
          Any
          Person that services Mortgage Loans on behalf of the Servicer or any Subservicer
          and is responsible for the performance (whether directly or through Subservicers
          or Subcontractors) of a substantial portion of the material servicing functions
          required to be performed by the Servicer under this Agreement or any
          Reconstitution Agreement that are identified in Item 1122(d) of Regulation
          AB.

         

        Trustee:
          The
          Person appointed as trustee in connection with any Pass-Through
          Transfer.

         

        Whole
          Loan Transfer:
          The
          sale or transfer of some or all of the ownership interest in the Mortgage
          Loans
          by the Owner to one or more third parties in whole loan or participation
          format,
          which third party may be Fannie Mae or Freddie Mac.

         

        ARTICLE
          II

        SERVICING
          OF MORTGAGE LOANS; POSSESSION OF SERVICING FILES; BOOKS AND RECORDS; DELIVERY
          OF
          MORTGAGE LOAN DOCUMENTS

         

        Section
          2.01. Servicing
          of Mortgage Loans.
          

         

        The
          Servicer does hereby agree to service the Mortgage Loans in accordance
          with the
          terms of this Agreement. The rights of the Owner to receive payments with
          respect to the Mortgage Loans shall be as set forth in this
          Agreement.

         

        Section
          2.02. Maintenance
          of Servicing Files.
          

         

        The
          Servicer shall maintain a Servicing File consisting of all documents necessary
          to service the Mortgage Loans. The possession of each Servicing File by
          the
          Servicer is for the sole purpose of servicing the Mortgage Loan, and such
          retention and possession by the Servicer is in a custodial capacity only.
          The
          Servicer acknowledges that the ownership of each Mortgage Loan, including
          the
          Note, the Mortgage, all other Mortgage Loan Documents and all rights, benefits,
          proceeds and obligations arising therefrom or in connection therewith,
          has been
          vested in the Owner. All rights arising out of the Mortgage Loans including,
          but
          not limited to, all funds received on or in connection with the Mortgage
          Loans
          and all records or documents with respect to the Mortgage Loans prepared
          by or
          which come into the possession of the Servicer shall be received and held
          by the
          Servicer in trust for the exclusive benefit of the Owner as the owner of
          the
          related Mortgage Loans. Any portion of the related Servicing Files retained
          by
          the Servicer shall be appropriately identified in the Servicer's computer
          system
          to clearly reflect the ownership of the related Mortgage Loans by the Owner.
          The
          Servicer shall release its custody of the contents of the related Servicing
          Files only in accordance with written instructions of the Owner, except
          when
          such release is required as incidental to the Servicer's servicing of the
          Mortgage Loans, such written instructions shall not be required.

         

        Section
          2.03. Books
          and Records.
          

         

        The
          Servicer shall be responsible for maintaining, and shall maintain, a complete
          set of books and records for the Mortgage Loans which shall be appropriately
          identified in the Servicer's computer system to clearly reflect the ownership
          of
          the Mortgage Loan by the Owner. In particular, the Servicer shall maintain
          in
          its possession, available for inspection by the Owner, or its designee
          and shall
          deliver to the Owner upon demand, evidence of compliance with all federal,
          state
          and local laws, rules and regulations, and requirements of Fannie Mae or
          Freddie
          Mac, as applicable, including but not limited to documentation as to the
          method
          used in determining the applicability of the provisions of the Flood Disaster
          Protection Act of 1973, as amended, to the Mortgaged Property, documentation
          evidencing insurance coverage and eligibility of any condominium project
          for
          approval by Fannie Mae and periodic inspection reports as required by Section
          4.13. To the extent that original documents are not required for purposes
          of
          realization of Liquidation Proceeds or Insurance Proceeds, documents maintained
          by the Servicer may be in the form of microfilm or microfiche or such other
          reliable means of recreating original documents, including but not limited
          to,
          optical imagery techniques so long as the Servicer complies with the
          requirements of the Fannie Mae Guide.

         

        The
          Servicer shall maintain with respect to each Mortgage Loan and shall make
          available for inspection by any Owner or its designee the related Servicing
          File
          (or copies thereof) during the time the Owner retains ownership of a Mortgage
          Loan and thereafter in accordance with applicable laws and
          regulations.

         

        Section
          2.04. Transfer
          of Mortgage Loans.
          

         

        No
          transfer of a Mortgage Loan may be made unless such transfer is in compliance
          with the terms hereof. For the purposes of this Agreement, the Servicer
          shall be
          under no obligation to deal with any person with respect to this Agreement
          or
          any Mortgage Loan unless a notice of the transfer of such Mortgage Loan
          has been
          delivered to the Servicer in accordance with this Section 2.04. The Owner
          may,
          subject to the terms of this Agreement, sell and transfer one or more of
          the
          Mortgage Loans in accordance with Sections 10.02 and 11.12, provided,
          however, that the transferee will not be deemed to be an Owner hereunder
          binding
          upon the Servicer unless such transferee shall agree in writing to be bound
          by
          the terms of this Agreement and an assignment and assumption of this Agreement
          reasonably acceptable to the Servicer. The Owner shall advise the Servicer
          in
          writing of the transfer. Upon receipt of notice of the permitted transfer,
          the
          Servicer shall mark its books and records to reflect the ownership of the
          Mortgage Loans of such assignee, and shall release the previous Owner from
          its
          obligations hereunder with respect to the Mortgage Loans sold or
          transferred.

         

        Section
          2.05. Delivery
          of Mortgage Loan Documents.
          

         

        The
          Servicer shall forward to the Custodian on behalf of the Owner original
          documents evidencing an assumption, modification, consolidation or extension
          of
          any Mortgage Loan entered into in accordance with Section 4.01 or 6.01
          within 4
          week(s) of their execution; provided, however, that the Servicer shall
          provide
          the Custodian on behalf of the Owner with a certified true copy of any
          such
          document submitted for recordation within 4 week(s) after its execution,
          and
          shall provide the original of any document submitted for recordation or
          a copy
          of a recorded document if the original is not available. If delivery is
          not
          completed within 180 days solely due to delays in making such delivery
          by reason
          of the fact that such documents shall not have been returned by the appropriate
          recording office, the Servicer shall continue to use its best efforts to
          effect
          delivery as soon as possible thereafter.

         

        From
          time
          to time the Servicer may have a need for Mortgage Loan Documents to be
          released
          by the Custodian. If the Servicer shall require any of the Mortgage Loan
          Documents, the Servicer shall notify the Custodian in writing of such request
          in
          the form of the request for release attached hereto as Exhibit
          D.
          The
          Custodian shall deliver to the Servicer within five (5) Business Days,
          any
          requested Mortgage Loan Document previously delivered to the Custodian,
          provided
          that such documentation is promptly returned to the Custodian when the
          Servicer
          no longer requires possession of the document, and provided that during
          the time
          that any such documentation is held by the Servicer, such possession is
          in trust
          for the benefit of the Owner.

         

        ARTICLE
          III

        REPRESENTATIONS
          AND WARRANTIES OF THE SERVICER

         

        The
          Servicer represents, warrants and covenants to the Owner that as of the
          date
          hereof or as of such date specifically provided herein:

         

        (a)
          The
          Servicer is a validly existing corporation in good standing under the laws
          of
          the State of its organization and is qualified to transact business in,
          is in
          good standing under the laws of, and possesses all licenses necessary for
          the
          conduct of its business in, each state in which any Mortgaged Property
          is
          located or is otherwise exempt or not required under applicable law to
          effect
          such qualification or license and no demand for such qualification or license
          has been made upon the Servicer by any such state, and in any event the
          Servicer
          is in compliance with the laws of each such State to the extent necessary
          to
          ensure the enforceability of each Mortgage Loan and the servicing of the
          Mortgage Loans in accordance with the terms of this Agreement;

         

        (b)
          The
          Servicer has full power and authority to execute, deliver and perform,
          and to
          enter into and consummate all transactions contemplated by this Agreement
          and to
          conduct its business as presently conducted, has duly authorized the execution,
          delivery and performance of this Agreement, has duly executed and delivered
          this
          Agreement, and this Agreement constitutes a legal, valid and binding obligation
          of the Servicer, enforceable against it in accordance with its terms subject
          to
          bankruptcy laws and other similar laws of general application affecting
          rights
          of creditors and subject to the application of the rules of equity, including
          those respecting the availability of specific performance;

         

        (c)
          None
          of the execution and delivery of this Agreement, the consummation of the
          transactions contemplated thereby and hereby, or the fulfillment of or
          compliance with the terms and conditions of this Agreement will conflict
          with
          any of the terms, conditions or provisions of the Servicer's articles of
          incorporation or by-laws or materially conflict with or result in a breach
          of
          any of the terms, conditions or provisions of any legal restriction or
          any
          agreement or instrument to which the Servicer is now a party or by which
          it is
          bound, or constitute a default or result in an acceleration under any of
          the
          foregoing, or result in the material violation of any law, rule, regulation,
          order, judgment or decree to which the Servicer or its property is
          subject;

         

        (d)
          There
          is no litigation pending or, to the Servicer's knowledge, threatened with
          respect to the Servicer which is reasonably likely to have a material adverse
          effect on the execution, delivery or enforceability of this Agreement,
          or which
          is reasonably likely to have a material adverse effect on the financial
          condition of the Servicer;

         

        (e)
          No
          consent, approval, authorization or order of any court or governmental
          agency or
          body is required for the execution, delivery and performance by the Servicer
          of
          or compliance by the Servicer with this Agreement or the consummation of
          the
          transactions contemplated by this Agreement except for consents, approvals,
          authorizations and orders which have been obtained;

         

        (f)
          The
          Servicer is an approved seller/servicer of residential mortgage loans for
          Fannie
          Mae and Freddie Mac. The Servicer is in good standing to service mortgage
          loans
          for Fannie Mae and Freddie Mac and no event has occurred which would make
          the
          Servicer unable to comply with eligibility requirements or which would
          require
          notification to either Fannie Mae or Freddie Mac;

         

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

         

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

         

        (i)
          Notwithstanding anything to the contrary in the Agreement, the Servicer
          shall
          (or shall cause each Subservicer) (i) immediately notify the Owner, the
          Master
          Servicer and any Depositor in writing of (A) any material litigation or
          governmental proceedings pending against the Servicer or any Subservicer,
          (B)
          any affiliations or relationships that develop following the closing date
          of a
          Pass-Through Transfer between the Servicer or any Subservicer and any of
          the
          parties specified in clause (7) of paragraph (g) of this Article (and any
          other
          parties identified in writing by the requesting party) with respect to
          such
          Pass-Through Transfer, (C) any Event of Default under the terms of this
          Agreement or any Reconstitution Agreement, (D) any merger, consolidation
          or sale
          of substantially all of the assets of the Servicer, and (E) the Servicer’s entry
          into an agreement with a Subservicer to perform or assist in the performance
          of
          any of the Servicer’s obligations under this Agreement or any Reconstitution
          Agreement and (ii) provide to the Owner and any Depositor a description
          of such
          proceedings, affiliations or relationships; 

         

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

         

        (k)
           Servicer
          has delivered to the Owner and the Master Servicer financial statements
          of its
          parent, for its last two complete fiscal years. All such financial information
          fairly presents the pertinent results of operations and financial position
          for
          the period identified and has been prepared in accordance with GAAP consistently
          applied throughout the periods involved, except as set forth in the notes
          thereto. There has been no change in the servicing policies and procedures,
          business, operations, financial condition, properties or assets of the
          Servicer
          since the date of the Servicer’s financial information that would have a
          material adverse effect on its ability to perform its obligations under
          this
          Agreement.

         

        ARTICLE
          IV

        ADMINISTRATION
          AND SERVICING OF MORTGAGE LOANS

         

        Section
          4.01. Servicer
          to Act as Servicer.
          

         

        The
          Servicer, as independent contract servicer, shall service and administer
          the
          Mortgage Loans in accordance with this Agreement and with Accepted Servicing
          Practices (giving due consideration to the Owner's reliance on the Servicer),
          and shall have full power and authority, acting alone, to do or cause to
          be done
          any and all things in connection with such servicing and administration
          which
          the Servicer may deem necessary or desirable and consistent with the terms
          of
          this Agreement and with Accepted Servicing Practices and shall exercise
          the same
          care that it customarily employs for its own account. In addition, the
          Servicer
          shall furnish information regarding the borrower credit files related to
          such
          Mortgage Loan to credit reporting agencies in compliance with the provisions
          of
          the Fair Credit Reporting Act and the applicable implementing regulations.
          Except as set forth in this Agreement, the Servicer shall service the Mortgage
          Loans in accordance with Accepted Servicing Practices in compliance with
          the
          servicing provisions of the Fannie Mae Guide, which include, but are not
          limited
          to, provisions regarding the liquidation of Mortgage Loans, the collection
          of
          Mortgage Loan payments, the payment of taxes, insurance and other charges,
          the
          maintenance of hazard insurance with a Qualified Insurer, the maintenance of
          fidelity bond and errors and omissions insurance, inspections, the restoration
          of Mortgaged Property, the maintenance of Primary Mortgage Insurance Policies,
          insurance claims, and title insurance, management of REO Property, permitted
          withdrawals with respect to REO Property, liquidation reports, and reports
          of
          foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged
          Property, the release of Mortgage Loan Documents, annual statements, and
          examination of records and facilities. In the event of any conflict,
          inconsistency or discrepancy between any of the servicing provisions of
          this
          Agreement and any of the servicing provisions of the Fannie Mae Guide,
          the
          provisions of this Agreement shall control and be binding upon the Owner
          and the
          Servicer. The Owner may, at its option, deliver powers-of-attorney to the
          Servicer sufficient to allow the Servicer as servicer to execute all
          documentation requiring execution on behalf of Owner with respect to the
          servicing of the Mortgage Loans, including satisfactions, partial releases,
          modifications and foreclosure documentation or, in the alternative, shall
          as
          promptly as reasonably possible, execute and return such documentation
          to the
          Servicer.

         

        Consistent
          with and in addition to the terms set forth in this Agreement, if a Mortgage
          Loan is in default or such default is reasonably foreseeable, the Servicer
          may
          waive, modify or vary any term of any Mortgage Loan or consent to the
          postponement of strict compliance with any such term or in any manner grant
          indulgence to any mortgagor, including without limitation, to (1)
          capitalize any amounts owing on the Mortgage Loan by adding such amount
          to the
          outstanding principal balance of the Mortgage Loan, (2) defer such amounts
          to a
          later date or the final payment date of such Mortgage Loan, (3) extend
          the
          maturity of any such Mortgage Loan, (4) amend the related Mortgage Note
          to
          reduce the related Mortgage Rate with respect to any Mortgage Loan, (5)
          convert
          the Mortgage Rate on any Mortgage Loan from a fixed rate to an adjustable
          rate
          or vice versa, (6) with respect to a mortgage loan with an initial fixed
          rate
          period followed by an adjustable rate period, extend the fixed period and
          reduce
          the adjustable rate period, and/or (7) forgive the amount of any interest
          and
          principal owed by the related Mortgagor; provided that, in the
          Servicer’s
          reasonable and prudent determination, such waiver, modification, postponement
          or
          indulgence: (A) is not materially adverse to the interests
          of the Owner on a present value basis using reasonable assumptions (including
          taking into account any estimated Realized Loss that might result absent
          such
          action); and (B) does not amend the related Mortgage Note to extend the
          maturity
          thereof later than the date of the Latest Possible Maturity Date (as such
          term
          is defined in the related pooling and servicing agreement); provided,
          further, with respect to any Mortgage Loan that is not in default or if
          default
          is not reasonably foreseeable, unless the Servicer has provided to the
          Owner a
          certification addressed to the Owner, based on the advice of counsel or
          certified public accountants that have a national reputation with respect
          to
          taxation of REMICs that a modification of such Mortgage Loan will not result
          in
          the imposition of taxes on or disqualify from REMIC status any of the REMICs
          and
          has obtained the prior written consent of the Owner, the Servicer shall
          not
          permit any modification with respect to any Mortgage Loan. Notwithstanding
          the foregoing, for any modification which may result in a realized loss
          of 20%
          or more of the outstanding principal balance of a Mortgage Loan, the Company
          shall present such proposed modification, together with any supporting
          documentation, to the Master Servicer for consideration and
          approval. 

         

        In
          the
          event of any such waiver, modification, postponement or indulgence which
          has
          been agreed to in writing by the Owner and which permits the deferral of
          interest or principal payments on any Mortgage Loan, the Servicer shall,
          on the
          Business Day immediately preceding the related Remittance Date in any month
          in
          which any such principal or interest payment has been deferred, deposit
          in the
          Custodial Account from its own funds, in accordance with Section 4.04 and
          Section 5.03, the difference between (a) such month's principal and one
          month's
          interest at the related Mortgage Loan Remittance Rate on the unpaid principal
          balance of such Mortgage Loan and (b) the amount paid by the Mortgagor.
          The
          Servicer shall be entitled to reimbursement for such advances to the same
          extent
          as for all other advances pursuant to Section 4.05. Without limiting the
          generality of the foregoing, the Servicer shall continue, and is hereby
          authorized and empowered, to prepare, execute and deliver, all instruments
          of
          satisfaction or cancellation, or of partial or full release, discharge
          and all
          other comparable instruments, with respect to the Mortgage Loans and with
          respect to the Mortgaged Properties.

         

        The
          Servicer shall perform all of its servicing responsibilities hereunder
          or may
          cause a subservicer to perform any such servicing responsibilities on its
          behalf, but the use by the Servicer of a subservicer shall not release
          the
          Servicer from any of its obligations hereunder and the Servicer shall remain
          responsible hereunder for all acts and omissions of each subservicer as
          fully as
          if such acts and omissions were those of the Servicer. Any such subservicer
          must
          be a Fannie Mae approved seller/servicer or a Freddie Mac seller/servicer
          in
          good standing and no event shall have occurred, including but not limited
          to, a
          change in insurance coverage, which would make it unable to comply with
          the
          eligibility requirements for lenders imposed by Fannie Mae or for
          seller/servicers by Freddie Mac, or which would require notification to
          Fannie
          Mae or Freddie Mac. The Servicer shall pay all fees and expenses of each
          subservicer from its own funds, and a subservicer's fee shall not exceed
          the
          Servicing Fee.

         

        At
          the
          cost and expense of the Servicer, without any right of reimbursement from
          the
          Custodial Account, the Servicer shall be entitled to terminate the rights
          and
          responsibilities of a subservicer and arrange for any servicing responsibilities
          to be performed by a successor subservicer meeting the requirements in
          the
          preceding paragraph, provided, however, that nothing contained herein shall
          be
          deemed to prevent or prohibit the Servicer, at the Servicer's option, from
          electing to service the related Mortgage Loans itself. In the event that
          the
          Servicer's responsibilities and duties under this Agreement are terminated
          pursuant to Section 8.04, 9.01 or 10.01, and if requested to do so by the
          Owner,
          the Servicer shall at its own cost and expense terminate the rights and
          responsibilities of each subservicer effective as of the date of termination
          of
          the Servicer. The Servicer shall pay all fees, expenses or penalties necessary
          in order to terminate the rights and responsibilities of each subservicer
          from
          the Servicer's own funds without reimbursement from the Owner.

         

        Notwithstanding
          any of the provisions of this Agreement relating to agreements or arrangements
          between the Servicer and a subservicer or any reference herein to actions
          taken
          through a subservicer or otherwise, the Servicer shall not be relieved
          of its
          obligations to the Owner and shall be obligated to the same extent and
          under the
          same terms and conditions as if it alone were servicing and administering
          the
          Mortgage Loans. The Servicer shall be entitled to enter into an agreement
          with a
          subservicer for indemnification of the Servicer by the subservicer and
          nothing
          contained in this Agreement shall be deemed to limit or modify such
          indemnification.

         

        Any
          subservicing agreement and any other transactions or services relating
          to the
          Mortgage Loans involving a subservicer shall be deemed to be between such
          subservicer and Servicer alone, and the Owner shall have no obligations,
          duties
          or liabilities with respect to such Subservicer including no obligation,
          duty or
          liability of Owner to pay such subservicer's fees and expenses. For purposes
          of
          distributions and advances by the Servicer pursuant to this Agreement,
          the
          Servicer shall be deemed to have received a payment on a Mortgage Loan
          when a
          subservicer has received such payment.

         

        Section
          4.02. Collection
          of Mortgage Loan Payments.
          

         

        Continuously
          from the date hereof until the date each Mortgage Loan ceases to be subject
          to
          this Agreement, the Servicer will proceed with diligence to collect all
          payments
          due under each Mortgage Loan when the same shall become due and payable
          and
          shall, to the extent such procedures shall be consistent with this Agreement
          and
          the terms and provisions of related Primary Mortgage Insurance Policy,
          follow
          such collection procedures as it follows with respect to mortgage loans
          comparable to the Mortgage Loans and held for its own account. Further,
          the
          Servicer will take reasonable care in ascertaining and estimating annual
          ground
          rents, taxes, assessments, water rates, fire and hazard insurance premiums,
          mortgage insurance premiums, and all other charges that, as provided in
          the
          Mortgage, will become due and payable to the end that the installments
          payable
          by the Mortgagors will be sufficient to pay such charges as and when they
          become
          due and payable.

         

        The
          Servicer shall not waive any Prepayment Charge unless: (i) the enforceability
          thereof shall have been limited by bankruptcy, insolvency, moratorium,
          receivership and other similar laws relating to creditors’ rights generally,
          (ii) the enforcement thereof is illegal, or any local, state or federal
          agency
          has threatened legal action if the prepayment penalty is enforced, (iii)
          the
          mortgage debt has been accelerated in connection with a foreclosure or
          other
          involuntary payment or (iv) such waiver is standard and customary in servicing
          similar Mortgage Loans and relates to a default or a reasonably foreseeable
          default and would, in the reasonable judgment of the Servicer, maximize
          recovery
          of total proceeds taking into account the value of such Prepayment Charge
          and
          the related Mortgage Loan. 

         

        Section
          4.03. Realization
          Upon Defaulted Mortgage Loans.
          

         

        The
          Servicer shall use its reasonable efforts, consistent with the procedures
          that
          the Servicer would use in servicing loans for its own account and the
          requirements of the Fannie Mae Guide, to foreclose upon or otherwise comparably
          convert the ownership of properties securing such of the Mortgage Loans
          as come
          into and continue in default and as to which no satisfactory arrangements
          can be
          made for collection of delinquent payments pursuant to Section 4.01. In
          determining the delinquency status of any Mortgage Loan, the Servicer will
          apply
          the definition of Delinquent as such term is defined under the related
          pooling
          and servicing agreement. The Servicer shall use its reasonable efforts
          to
          realize upon defaulted Mortgage Loans in such manner as will maximize the
          receipt of principal and interest by the Owner, taking into account, among
          other
          things, the timing of foreclosure proceedings. The foregoing is subject
          to the
          provisions that, in any case in which Mortgaged Property shall have suffered
          damage, the Servicer shall not be required to expend its own funds toward
          the
          restoration of such property unless it shall determine in its discretion
          (i)
          that such restoration will increase the proceeds of liquidation of the
          related
          Mortgage Loan to the Owner after reimbursement to itself for such expenses,
          and
          (ii) that such expenses will be recoverable by the Servicer through Insurance
          Proceeds or Liquidation Proceeds from the related Mortgaged Property, as
          contemplated in Section 4.05. The Servicer shall be responsible for all
          costs
          and expenses incurred by it in any such proceedings or functions as Servicing
          Advances; provided, however, that it shall be entitled to reimbursement
          therefor
          as provided in Section 4.05. Notwithstanding anything to the contrary contained
          herein, in connection with a foreclosure or acceptance of a deed in lieu
          of
          foreclosure, in the event the Servicer has reasonable cause to believe
          that a
          Mortgaged Property is contaminated by hazardous or toxic substances or
          wastes,
          or if the Owner otherwise requests an environmental inspection or review
          of such
          Mortgaged Property, such an inspection or review is to be conducted by
          a
          qualified inspector. Upon completion of the inspection, the Servicer shall
          promptly provide the Owner with a written report of the environmental
          inspection. After reviewing the environmental inspection report, the Owner
          shall
          determine how the Servicer shall proceed with respect to the Mortgaged
          Property.

         

        Section
          4.04.  Establishment
          of Custodial Accounts; Deposits in Custodial Accounts.
          

         

        The
          Servicer shall segregate and hold all funds collected and received pursuant
          to
          each Mortgage Loan separate and apart from any of its own funds and general
          assets and shall establish and maintain one or more Custodial Accounts.
          Each
          Custodial Account shall be established with a Qualified Depository. To
          the
          extent such funds are not deposited in a Custodial Account, such funds
          may be
          invested in Permitted Investments for the benefit of the Owner (with any
          income
          earned thereon for the benefit of the Servicer). Custodial Accounts will
          be
          reconciled within 45 calendar days after the bank statement cut-off date.
          Funds
          deposited in the Custodial Account may be drawn on by the Servicer in accordance
          with Section 4.05. The creation of any Custodial Account shall be evidenced
          by a
          letter agreement in the form shown in Exhibit
          B
          hereto.
          The original of such letter agreement shall be furnished to the Owner upon
          request. The Servicer acknowledges and agrees that the Servicer shall bear
          any
          losses incurred with respect to Permitted Investments. The amount of any
          such
          losses shall be immediately deposited by the Servicer in the Custodial
          Account,
          out of the Servicer's own funds, with no right to reimbursement
          therefor.

         

        The
          Servicer shall deposit in a mortgage clearing account on a daily basis,
          and in
          the Custodial Account or Accounts no later than 48 hours after receipt
          and
          identification of funds and retain therein the following payments and
          collections:

         

        (i) all
          payments on account of principal, including Principal Prepayments (exclusive
          of
          Prepayment Charges) and penalties, on the Mortgage Loans received after
          the
          Cut-off Date;

         

        (ii) all
          payments on account of interest on the Mortgage Loans adjusted to the related
          Mortgage Loan Remittance Rate received after the Cut-off Date;

         

        (iii) all
          Liquidation Proceeds received after the Cut-off Date;

         

        (iv) any
          net
          amounts received by the Servicer after the Cut-off Date in connection with
          any
          REO Property pursuant to Section 4.13;

         

        (v) all
          Insurance Proceeds received after the Cut-off Date including amounts required
          to
          be deposited pursuant to Sections 4.08 and 4.10, other than proceeds to
          be held
          in the Escrow Account and applied to the restoration or repair of the Mortgaged
          Property or released to the Mortgagor in accordance with the Servicer's
          normal
          servicing procedures, the loan documents or applicable law;

         

        (vi) all
          Condemnation Proceeds affecting any Mortgaged Property received after the
          Cut-off Date other than proceeds to be held in the Escrow Account and applied
          to
          the restoration or repair of the Mortgaged Property or released to the
          Mortgagor
          in accordance with the Servicer's normal servicing procedures, the loan
          documents or applicable law;

         

        (vii) any
          Monthly Advances as provided in Section 5.03;

         

        (viii) any
          amounts received after the Cut-off Date and required to be deposited in
          the
          Custodial Account pursuant to Section 6.02; and

         

        (ix) with
          respect to each full or partial Principal Prepayment received after the
          Cut-off
          Date, any Prepayment Interest Shortfalls, to the extent of the Servicer's
          aggregate Servicing Fee received with respect to the related Due
          Period.

         

        The
          foregoing requirements for deposit in the Custodial Account shall be exclusive,
          it being understood and agreed that, without limiting the generality of
          the
          foregoing, payments in the nature of late payment charges, Prepayment Charges
          and assumption fees, to the extent permitted by Section 6.01, and all Prepayment
          Interest Excess need not be deposited by the Servicer in the Custodial
          Account.


         

        Section
          4.05. Permitted
          Withdrawals From the Custodial Account.
          

         

        The
          Servicer may, from time to time, make withdrawals from the Custodial Account
          for
          the following purposes:

         

        (i) to
          make
          payments to the Owner in the amounts and in the manner provided for in
          Section
          5.01;

         

        (ii) to
          reimburse itself for Monthly Advances, the Servicer's right to reimburse
          itself
          pursuant to this subclause (ii) being limited to amounts received on the
          related
          Mortgage Loan which represent late collections (net of the related Servicing
          Fees) of principal and/or interest respecting which any such advance was
          made;

         

        (iii) to
          reimburse itself for unreimbursed Servicing Advances and Monthly Advances,
          the
          Servicer's right to reimburse itself pursuant to this subclause (iii) with
          respect to any Mortgage Loan being limited to Liquidation Proceeds, Condemnation
          Proceeds and Insurance Proceeds received after the Cut-off Date related
          to such
          Mortgage Loan; provided, however, the Servicer must provide documentation
          to the
          Master Servicer supporting Servicing Advances related to Liquidation Proceeds
          prior to withdrawing such amounts from the Custodial Account;

         

        (iv) to
          pay to
          itself as servicing compensation (a) any interest earned on funds in the
          Custodial Account (all such interest to be withdrawn monthly not later
          than each
          Remittance Date) and (b) the Servicing Fee from that portion of any payment
          recovery attributable to interest on a particular Mortgage Loan;

         

        (v) to
          reimburse itself for any Nonrecoverable Advances;

         

        (vi) to
          transfer funds to another Qualified Depository in accordance with Section
          4.09
          hereof;

         

        (vii) to
          reimburse itself as provided in Section 8.03 hereof;

         

        (viii) to
          remove
          funds inadvertently placed in the Custodial Account in error by the Servicer;
          and

         

        (ix) to
          clear
          and terminate the Custodial Account upon the termination of this
          Agreement.

         

        Section
          4.06. Establishment
          of Escrow Accounts; Deposits in Escrow Accounts.
          

         

        The
          Servicer shall segregate and hold all funds collected and received pursuant
          to
          each Mortgage Loan which constitute Escrow Payments separate and apart
          from any
          of its own funds and general assets and shall establish and maintain one
          or more
          Escrow Accounts. Each Escrow Account shall be established with a Qualified
          Depository. To the extent such funds are not deposited in an Escrow Account,
          such funds may be invested in Permitted Investments. Funds deposited in
          an
          Escrow Account may be drawn on by the Servicer in accordance with Section
          4.07.
          The creation of any Escrow Account shall be evidenced by a letter agreement
          in
          the form shown in Exhibit
          C.
          The
          original of such letter agreement shall be furnished to the Owner upon
          request.
          The Servicer acknowledges and agrees that the Servicer shall bear any losses
          incurred with respect to Permitted Investments. The amount of any such
          losses
          shall be immediately deposited by the Servicer in the Escrow Account, as
          appropriate, out of the Servicer's own funds, with no right to reimbursement
          therefor.

         

        The
          Servicer shall deposit in a mortgage clearing account on a daily basis,
          and in
          the Escrow Account or Accounts no later than 48 hours after receipt of
          funds and
          retain therein:

         

        (i) all
          Escrow Payments collected on account of the Mortgage Loans, for the purpose
          of
          effecting timely payment of any items as are required under the terms of
          this
          Agreement;

         

        (ii) all
          Insurance Proceeds which are to be applied to the restoration or repair
          of any
          Mortgaged Property; and

         

        (iii) all
          Servicing Advances for Mortgagors whose Escrow Payments are insufficient
          to
          cover escrow disbursements.

         

        The
          Servicer shall make withdrawals from an Escrow Account only to effect such
          payments as are required under this Agreement, and for such other purposes
          as
          shall be as set forth in and in accordance with Section 4.07. Except as
          provided
          in Section 4.07, the Servicer shall be entitled to retain any interest
          paid on
          funds deposited in an Escrow Account by the Qualified Depository.

         

        Section
          4.07. Permitted
          Withdrawals From Escrow Account.
          

         

        Withdrawals
          from the Escrow Account may be made by the Servicer only:

         

        (i) to
          effect
          timely payments of ground rents, taxes, assessments, water rates, fire
          and
          hazard insurance premiums, Primary Mortgage Insurance Policy premiums,
          if
          applicable, and comparable items;

         

        (ii) to
          reimburse Servicer for any Servicing Advance made by Servicer with respect
          to a
          related Mortgage Loan but only from amounts received on the related Mortgage
          Loan which represent late payments or collections of Escrow Payments
          thereunder;

         

        (iii) to
          refund
          to the Mortgagor any funds as may be determined to be overages;

         

        (iv) for
          transfer to the Custodial Account in connection with an acquisition of
          REO
          Property;

         

        (v) for
          application to restoration or repair of the Mortgaged Property;

         

        (vi) to
          pay to
          the Servicer, or to the Mortgagor to the extent required by law, any interest
          paid on the funds deposited in the Escrow Account;

         

        (vii) to
          pay to
          the Mortgagors or other parties Insurance Proceeds deposited in accordance
          with
          Section 4.06; 

         

        (viii) to
          remove
          funds inadvertently placed in an Escrow Account in error by the Servicer;
          and


         

        (ix) to
          clear
          and terminate the Escrow Account on the termination of this Agreement.
          

         

        As
          part
          of its servicing duties, the Servicer shall pay to the Mortgagors interest
          on
          funds in an Escrow Account, to the extent required by law, and to the extent
          that interest earned on funds in the Escrow Account is insufficient, shall
          pay
          such interest from its own funds, without any reimbursement
          therefor.

         

        Section
          4.08. Payment
          of Taxes, Insurance and Other Charges, Maintenance of Primary Mortgage
          Insurance
          Policies, Collections Thereunder.
          

         

        With
          respect to each Mortgage Loan, the Servicer shall maintain accurate records
          reflecting the status of ground rents, taxes, assessments, water rates
          and other
          charges which are or may become a lien upon the Mortgaged Property and
          the
          status of Primary Mortgage Insurance Policy premiums and fire and hazard
          insurance coverage and shall obtain, from time to time, all bills for the
          payment of such charges, including renewal premiums and shall effect payment
          thereof prior to the applicable penalty or termination date and at a time
          appropriate for securing maximum discounts allowable, employing for such
          purpose
          deposits of the Mortgagor in the Escrow Account which shall have been estimated
          and accumulated by the Servicer in amounts sufficient for such purposes,
          as
          allowed under the terms of the Mortgage or applicable law. To the extent
          that
          the Mortgage does not provide for Escrow Payments, the Servicer shall determine
          that any such payments are made by the Mortgagor when due. The Servicer
          assumes
          full responsibility for the timely payment of all such bills and shall
          effect
          timely payments of all such bills irrespective of the Mortgagor's faithful
          performance in the payment of same or the making of the Escrow Payments
          and
          shall make advances from its own funds to effect such payments.

         

        The
          Servicer will maintain in full force and effect Primary Mortgage Insurance
          Policies issued by a Qualified Insurer with respect to each Mortgage Loan
          for
          which such coverage is herein required. Such coverage will be maintained
          until
          the ratio of the current outstanding principal balance of the related Mortgage
          Loan to the appraised value of the related Mortgaged Property, based on
          the most
          recent appraisal of the Mortgaged Property performed by a Qualified Appraiser,
          such appraisal to be included in the Servicing File, is reduced to an amount
          for
          which Fannie Mae no longer requires such insurance to be maintained. The
          Servicer will not cancel or refuse to renew any Primary Mortgage Insurance
          Policy that is required to be kept in force under this Agreement unless
          a
          replacement Primary Mortgage Insurance Policy for such canceled or nonrenewed
          policy is obtained from and maintained with a Qualified Insurer. The Servicer
          shall not take any action which would result in non-coverage under any
          applicable Primary Mortgage Insurance Policy of any loss which, but for
          the
          actions of the Servicer would have been covered thereunder. In connection
          with
          any assumption or substitution agreement entered into or to be entered
          into
          pursuant to Section 6.01, the Servicer shall promptly notify the insurer
          under
          the related Primary Mortgage Insurance Policy, if any, of such assumption
          or
          substitution of liability in accordance with the terms of such policy and
          shall
          take all actions which may be required by such insurer as a condition to
          the
          continuation of coverage under the Primary Mortgage Insurance Policy. If
          such
          Primary Mortgage Insurance Policy is terminated as a result of such assumption
          or substitution of liability, the Servicer shall obtain a replacement Primary
          Mortgage Insurance Policy as provided above.

         

        In
          connection with its activities as servicer, the Servicer agrees to prepare
          and
          present, on behalf of itself and the Owner, claims to the insurer under
          any
          Primary Mortgage Insurance Policy in a timely fashion in accordance with
          the
          terms of such Primary Mortgage Insurance Policy and, in this regard, to
          take
          such action as shall be necessary to permit recovery under any Primary
          Mortgage
          Insurance Policy respecting a defaulted Mortgage Loan. Pursuant to Section
          4.04,
          any amounts collected by the Servicer under any Primary Mortgage Insurance
          Policy shall be deposited in the Custodial Account, subject to withdrawal
          pursuant to Section 4.05.

         

        Section
          4.09. Transfer
          of Accounts.
          

         

        The
          Servicer may transfer the Custodial Account or the Escrow Account to a
          different
          Qualified Depository from time to time. The Servicer shall notify the Owner
          of
          any such transfer within 15 Business Days of transfer. If any one of the
          investment ratings of a Qualified Depository holding funds or Eligible
          Investments in the Custodial Account or Escrow Account is downgraded by
          the
          issuing rating agency, the Servicer shall, within three (3) Business Days
          of
          receipt of notice of the downgrading, transfer all such accounts, funds
          and
          Permitted Investments to a different Qualified Depository in accordance
          with
          this Agreement.

         

        Section
          4.10. Maintenance
          of Hazard Insurance.
          

         

        The
          Servicer shall cause to be maintained for each Mortgage Loan fire and hazard
          insurance with extended coverage as is customary in the area where the
          Mortgaged
          Property is located in an amount which is equal to the lesser of (i) the
          maximum
          insurable value of the improvements securing such Mortgage Loan or (ii)
          the
          greater of (a) the outstanding principal balance of the Mortgage Loan,
          and (b)
          the percentage such that the proceeds thereof shall be sufficient to prevent
          the
          Mortgagor and/or the Mortgagee from becoming a co-insurer. If the Mortgaged
          Property is in an area identified in the Federal Register by the Federal
          Emergency Management Agency as being a special flood hazard area that has
          federally-mandated flood insurance requirements, the Servicer will cause
          to be
          maintained a flood insurance policy meeting the requirements of the current
          guidelines of the Federal Insurance Administration with a generally acceptable
          insurance carrier, in an amount representing coverage not less than the
          least of
          (i) the outstanding principal balance of the Mortgage Loan, (ii) the maximum
          insurable value of the improvements securing such Mortgage Loan or (iii)
          the
          maximum amount of insurance which is available under the Flood Disaster
          Protection Act of 1973, as amended. The Servicer shall also maintain on
          the REO
          Property, fire and hazard insurance with extended coverage in an amount
          which is
          at least equal to the maximum insurable value of the improvements which
          are a
          part of such property, liability insurance and, to the extent required
          and
          available under the Flood Disaster Protection Act of 1973, as amended,
          flood
          insurance in an amount as provided above. Any amounts collected by the
          Servicer
          under any such policies other than amounts to be deposited in the Escrow
          Account
          and applied to the restoration or repair of the Mortgaged Property or REO
          Property, or released to the Mortgagor in accordance with the Servicer's
          normal
          servicing procedures, shall be deposited in the Custodial Account, subject
          to
          withdrawal pursuant to Section 4.05. It is understood and agreed that no
          other
          additional insurance need be required by the Servicer or the Mortgagor
          or
          maintained on property acquired in respect of the Mortgage Loans, other
          than
          pursuant to the Fannie Mae Guide or such applicable state or federal laws
          and
          regulations as shall at any time be in force and as shall require such
          additional insurance. All such policies shall be endorsed with standard
          mortgagee clauses with loss payable to the Servicer and its successors
          and/or
          assigns and shall provide for at least thirty days prior written notice
          of any
          cancellation, reduction in the amount or material change in coverage to
          the
          Servicer. The Servicer shall not interfere with the Mortgagor's freedom
          of
          choice in selecting either his insurance carrier or agent, provided, however,
          that the Servicer shall not accept any such insurance policies from insurance
          companies unless such companies currently reflect a General Policy Rating
          in
          Best's Key Rating Guide currently acceptable to Fannie Mae and are licensed
          to
          do business in the state wherein the property subject to the policy is
          located.

         

        Section
          4.11 Maintenance
          of Mortgage Impairment Insurance Policy.

        


        In
          the
          event that the Servicer shall obtain and maintain a mortgage impairment
          or
          blanket policy issued by an issuer that has a Best rating of A:VI insuring
          against hazard losses on all of Mortgaged Properties securing the Mortgage
          Loans, then, to the extent such policy provides coverage in an amount equal
          to
          the amount required pursuant to Section 4.10 and otherwise complies with
          all
          other requirements of Section 4.10, the Servicer shall conclusively be
          deemed to
          have satisfied its obligations as set forth in Section 4.10, it being understood
          and agreed that such policy may contain a deductible clause, in which case
          the
          Servicer shall, in the event that there shall not have been maintained
          on the
          related Mortgaged Property or REO Property a policy complying with Section
          4.10,
          and there shall have been one or more losses which would have been covered
          by
          such policy, deposit in the Custodial Account the amount not otherwise
          payable
          under the blanket policy because of such deductible clause. In connection
          with
          its activities as Servicer of the Mortgage Loans, the Servicer agrees to
          prepare
          and present, on behalf of the Owner, claims under any such blanket policy
          in a
          timely fashion in accordance with the terms of such policy. Upon request
          of the
          Owner, the Servicer shall cause to be delivered to the Owner a certified
          true
          copy of such policy and a statement from the insurer thereunder that such
          policy
          shall in no event be terminated or materially modified without thirty (30)
          days
          prior written notice to the Owner.

        


        Section
          4.12. Fidelity
          Bond, Errors and Omissions Insurance.
          

         

        The
          Servicer shall maintain, at its own expense, a blanket fidelity bond and
          an
          errors and omissions insurance policy, with broad coverage with responsible
          companies that would meet the requirements of Fannie Mae or Freddie Mac
          on all
          officers, employees or other persons acting in any capacity with regard
          to the
          Mortgage Loans and who handle funds, money, documents and papers relating
          to the
          Mortgage Loans. The Fidelity Bond and errors and omissions insurance shall
          be in
          the form of the Mortgage Banker's Blanket Bond and shall protect and insure
          the
          Servicer against losses, including forgery, theft, embezzlement, fraud,
          errors
          and omissions and negligent acts of such persons. Such Fidelity Bond and
          errors
          and omissions insurance shall also protect and insure the Servicer against
          losses in connection with the failure to maintain any insurance policies
          required pursuant to this Agreement and the release or satisfaction of
          a
          Mortgage Loan without having obtained payment in full of the indebtedness
          secured thereby. No provision of this Section 4.12 requiring the Fidelity
          Bond
          and errors and omissions insurance shall diminish or relieve the Servicer
          from
          its duties and obligations as set forth in this Agreement. The minimum
          coverage
          under any such Fidelity Bond and insurance policy shall be at least equal
          to the
          corresponding amounts required by Fannie Mae in the Fannie Mae Guide or
          by
          Freddie Mac in the Freddie Mac Guide. The Servicer shall, upon request
          of Owner,
          deliver to the Owner a certificate from the surety and the insurer as to
          the
          existence of the Fidelity Bond and errors and omissions insurance policy
          and
          shall obtain a statement from the surety and the insurer that such Fidelity
          Bond
          or insurance policy shall in no event be terminated or materially modified
          without thirty days prior written notice to the Owner. The Servicer shall
          notify
          the Owner within five Business Days of receipt of notice that such Fidelity
          Bond
          or insurance policy will be, or has been, materially modified or terminated.
          The
          Owner and its successors or assigns as their interests may appear must
          be named
          as loss payees on the Fidelity Bond and as additional insured on the errors
          and
          omissions policy.

         

        Section
          4.13. Title,
          Management and Disposition of REO Property.
          

         

        In
          the
          event that title to any Mortgaged Property is acquired in foreclosure or
          by deed
          in lieu of foreclosure, the deed or certificate of sale shall be taken
          in the
          name of the Owner or its designee. Any such Person or Persons holding such
          title
          other than the Owner shall acknowledge in writing that such title is being
          held
          as nominee for the benefit of the Owner.

         

        The
          Servicer shall assume the responsibility for marketing each REO Property
          in
          accordance with Accepted Servicing Practices. Thereafter, the Servicer
          shall
          continue to provide certain administrative services to the Owner relating
          to
          such REO Property as set forth in this Section 4.13. The REO Property must
          be
          sold within three years following the end of the calendar year of the date
          of
          acquisition, unless a REMIC election has been made with respect to the
          arrangement under which the Mortgage Loans and REO Property are held and
          (i) the
          Owner shall have been supplied with an Opinion of Counsel (at the Servicer's
          expense) to the effect that the holding by the related trust of such Mortgaged
          Property subsequent to such three-year period (and specifying the period
          beyond
          such three-year period for which the Mortgaged Property may be held) will
          not
          result in the imposition of taxes on "prohibited transactions" of the related
          trust as defined in Section 860F of the Code, or cause the related REMIC
          to fail
          to qualify as a REMIC, in which case the related trust may continue to
          hold such
          Mortgaged Property (subject to any conditions contained in such Opinion
          of
          Counsel), or (ii) the Owner (at the Servicer's expense) or the Servicer
          shall
          have applied for, prior to the expiration of such three-year period, an
          extension of such three-year period in the manner contemplated by Section
          856(e)(3) of the Code, in which case the three-year period shall be extended
          by
          the applicable period. If a period longer than three years is permitted
          under
          the foregoing sentence and is necessary to sell any REO Property, the Servicer
          shall report monthly to the Owner as to progress being made in selling
          such REO
          Property.

         

        Notwithstanding
          any other provision of this Agreement, if a REMIC election has been made,
          no
          Mortgaged Property held by a REMIC shall be rented (or allowed to continue
          to be
          rented) or otherwise used for the production of income by or on behalf
          of the
          related trust or sold or managed in such a manner or pursuant to any terms
          that
          would (i) cause such Mortgaged Property to fail to qualify at any time
          as
          "foreclosure property" within a meaning of Section 860G(a)(8) of the Code,
          (ii)
          subject the related trust to the imposition of any federal or state income
          taxes
          on "net income from foreclosure property" with respect to such Mortgaged
          Property within the meaning of Section 860G(c) of the Code, or (iii) cause
          the
          sale of such Mortgaged Property to result in the receipt by the related
          trust or
          any income from non-permitted assets as described in Section 860F(a) (2)(B)
          of
          the Code, unless the Servicer has agreed to indemnify and hold harmless
          the
          related trust with respect to the imposition of any such taxes.

         

        The
          Servicer shall deposit or cause to be deposited, on a daily basis in each
          Custodial Account all revenues received with respect to the related REO
          Property
          and shall withdraw therefrom funds necessary for the proper operation,
          management and maintenance of the REO Property, including the cost of
          maintaining any hazard insurance pursuant to Section 4.10 hereof. The Servicer
          shall maintain separate records with respect to each REO Property identifying
          all deposits and withdrawals from the Custodial Account for each REO
          Property.

         

        The
          Servicer shall furnish to the Owner on each Remittance Date, an operating
          statement for each REO Property covering the operation of each REO Property
          for
          the previous month. Such operating statement shall be accompanied by such
          other
          information as the Owner shall reasonably request.

         

        The
          Servicer shall, either itself or through an agent selected by the Servicer,
          and
          in accordance with the Fannie Mae Guide, manage, conserve, protect and
          operate
          each REO Property in the same manner that it manages, conserves, protects
          and
          operates other foreclosed property for its own account, and in the same
          manner
          that similar property in the same locality as the REO Property is managed.
          Each
          REO Disposition shall be carried out by the Servicer at such price and
          upon such
          terms and conditions as the Servicer deems to be in the best interest of
          the
          Owner. The REO Disposition Proceeds from the sale of the REO Property shall
          be
          promptly deposited in the Custodial Account. As soon as practical thereafter,
          the expenses of such sale shall be paid and the Servicer shall be entitled
          to
          reimburse itself for any related unreimbursed Servicing Advances, unpaid
          Servicing Fees or Monthly Advances made. Such reimbursement will be subject
          to
          Master Servicer approval of claims submitted within 90 days of liquidation
          (such
          approval will be rendered within 30 days of the Master Servicer’s receipt of the
          complete claim of loss notification package), and on the Remittance Date
          immediately following the Principal Prepayment Period in which such sale
          proceeds are received the proceeds of such sale deposited in the Custodial
          Account shall be distributed to the Purchaser.

         

        The
          Servicer shall cause each REO Property to be inspected promptly upon the
          acquisition of title thereto and shall cause each REO Property to be inspected
          at least monthly thereafter or more frequently as may be required by the
          circumstances. The Servicer shall make or cause the inspector to make a
          written
          report of each such inspection. Such reports shall be retained in the Servicing
          File and copies thereof shall be forwarded by the Servicer to the
          Owner.

         

        Section
          4.14. Notification of Adjustments.

         

        With
          respect to each Mortgage Loan, the Servicer shall adjust the Mortgage Interest
          Rate on the related Interest Rate Adjustment Date in compliance with
          requirements of applicable law and the related Mortgage and Mortgage Note.
          The
          Servicer shall execute and deliver any and all necessary notices required
          under
          applicable law and the terms of the related Mortgage Note and Mortgage
          regarding
          the Mortgage Interest Rate adjustments. The Servicer shall promptly, upon
          written request therefor, deliver to the Owner such notifications and any
          additional applicable data regarding such adjustments and the methods used
          to
          calculate and implement such adjustments. Upon the discovery by the Servicer
          or
          the receipt of notice from the Owner that the Servicer has failed to adjust
          a
          Mortgage Interest Rate in accordance with the terms of the related Mortgage
          Note
          and Mortgage, the Servicer shall immediately deposit in the Custodial Account
          from its own funds the amount of any interest loss or deferral caused to
          the
          Owner thereby.

         

        ARTICLE
          V

        PAYMENTS
          TO THE OWNER

         

        Section
          5.01. Remittances.
          

         

        On
          each
          Remittance Date, the Servicer shall remit to the Owner (i) all amounts
          credited
          to the Custodial Account as of the close of business on the last day of
          the
          calendar month preceding the Determination Date, net of charges against
          or
          withdrawals from the Custodial Account pursuant to Section 4.05, except
          (a) Full
          Principal Prepayments received on or before the 15th day of the month in
          which a
          Remittance Date occurs shall be remitted to the Owner on the Remittance
          Date of
          such month, and (b) Full Principal Prepayments received after the 15th
          day of
          the month in which a Remittance Date occurs shall be remitted to the Owner
          on
          the next following Remittance Date, plus, to the extent not already deposited
          in
          the Custodial Account, the sum of (ii) all Monthly Advances, if any, which
          the
          Servicer is obligated to distribute pursuant to Section 5.03 and (iii)
          all
          Prepayment Interest Shortfalls the Servicer is required to make up pursuant
          to
          Section 4.04, minus (iv) any amounts attributable to Monthly Payments collected
          after the Cut-off Date but due on a Due Date or Dates subsequent to the
          last day
          of the related Due Period, which amounts shall be remitted on the related
          Remittance Date next succeeding the Due Period for such amounts.

         

        With
          respect to any remittance received by the Owner after the Business Day
          on which
          such payment was due, the Servicer shall pay to the Owner interest on any
          such
          late payment at an annual rate equal to the Prime Rate, adjusted as of
          the date
          of each change, plus two percentage points, but in no event greater than
          the
          maximum amount permitted by applicable law. Such interest shall be remitted
          to
          the Owner by the Servicer on the date such late payment is made and shall
          cover
          the period commencing with the day following such Business Day and ending
          with
          the Business Day on which such payment is made, both inclusive. The payment
          by
          the Servicer of any such interest shall not be deemed an extension of time
          for
          payment or a waiver of any Event of Default by the Servicer.

         

        Section
          5.02 Statements
          to the Owner and the Master Servicer.

         

        The
          Servicer shall furnish to the Owner and the Master Servicer an individual
          Mortgage Loan accounting report (a ”Report”), as of the last Business Day of
          each month and the end of the related Prepayment Period, as applicable,
          in the
          Servicer's assigned loan number order to document Mortgage Loan payment
          activity
          on an individual Mortgage Loan basis. With respect to each month, such
          Report
          shall be received by the Owner and the Master Servicer no later than the
          fifth
          Business Day of the month of the related Remittance Date (or, with respect
          to
          information as to Full Principal Prepayments and prepayment penalties no
          later
          than one (1) Business Day after the end of each Prepayment Period), a report
          in
          an Excel (or compatible) electronic format, in such format as may be mutually
          agreed upon by both the Owner and the Servicer, and which shall provide
          the
          information required to be contained in the monthly statements to
          certificateholders as specified in the related pooling and servicing Agreement,
          to the extent applicable to the Servicer. 

         

        In
          addition, the Servicer shall provide to the Master Servicer and the Owner
          such
          other information known or available to the Servicer that is necessary
          in order
          to provide the distribution and pool performance information as required
          under
          Regulation AB, as amended from time to time, as determined by the Owner
          in its
          sole discretion. The Servicer shall also provide a monthly report, in the
          form
          of Exhibit
          E
          and
Exhibit
          F
          hereto,
          or such other form as is mutually acceptable to the Servicer, the Owner
          and the
          Master Servicer, Exhibit
          K
          and
Exhibit
          L
          with
          respect to defaulted mortgage loans, Exhibit
          M
          with
          respect to realized losses and gains, Exhibit
          N
          with
          respect to modified mortgage loans, Exhibit
          O
          with
          respect to claims submitted and Exhibit
          P
          with
          respect to loss severity, with each such report. 

         

        The
          Servicer shall prepare and file any and all information statements or other
          filings required to be delivered to any governmental taxing authority or
          to
          Owner or the Master Servicer pursuant to any applicable law with respect
          to the
          Mortgage Loans and the transactions contemplated hereby. In addition, the
          Servicer shall provide the Owner and the Master Servicer with such information
          concerning the Mortgage Loans as is necessary for the Owner and
          the
          Master Servicer
          to
          prepare its federal income tax return as Owner and the Master Servicer
          may
          reasonably request from time to time.

         

        In
          addition, not more than 60 days after the end of each calendar year, the
          Servicer shall furnish to each Person who was an Owner and the Master Servicer
          at any time during such calendar year an annual statement in accordance
          with the
          requirements of applicable federal income tax law as to the aggregate of
          remittances of principal and interest for the applicable portion of such
          year.

         

        Section
          5.03. Monthly
          Advances by the Servicer.
          

         

        Not
          later
          than the close of business on the Business Day preceding each Remittance
          Date,
          the Servicer shall deposit in the Custodial Account an amount equal to
          all
          payments not previously advanced by the Servicer, whether or not deferred
          pursuant to Section 4.01, of Monthly Payments, adjusted to the related
          Mortgage
          Loan Remittance Rate, which are delinquent at the close of business on
          the
          related Determination Date; provided, however, that the amount of any such
          deposit may be reduced by the Amount Held for Future Distribution (as defined
          below) then on deposit in the Custodial Account. Any portion of the Amount
          Held
          for Future Distribution used to pay Monthly Advances shall be replaced
          by the
          Servicer by deposit into the Custodial Account on any future Remittance
          Date to
          the extent that the funds that are available in the Custodial Account for
          remittance to the Owner on such Remittance Date are less than the amount
          of
          payments required to be made to the Owner on such Remittance Date. 

         

        The
          "Amount Held for Future Distribution" as to any Remittance Date shall be
          the
          total of the amounts held in the Custodial Account at the close of business
          on
          the preceding Determination Date which were received after the Cut-off
          Date on
          account of (i) Liquidation Proceeds, Insurance Proceeds, and Principal
          Prepayments received or made in the month of such Remittance Date, and
          (ii)
          payments which represent early receipt of scheduled payments of principal
          and
          interest due on a date or dates subsequent to the related Due Date.

         

        The
          Servicer's obligation to make such Monthly Advances as to any Mortgage
          Loan will
          continue through the final disposition or liquidation of the Mortgaged
          Property,
          unless the Servicer deems such advance to be nonrecoverable from Liquidation
          Proceeds, REO Disposition Proceeds or Insurance Proceeds with respect to
          the
          applicable Mortgage Loan. In such latter event, the Servicer shall deliver
          to
          the Owner an Officer's Certificate of the Servicer to the effect that an
          officer
          of the Servicer has reviewed the related Servicing File and has obtained
          a
          recent appraisal and has made the reasonable determination that any additional
          advances are nonrecoverable from Liquidation or Insurance Proceeds with
          respect
          to the applicable Mortgage Loan.

         

        Section
          5.04. Liquidation
          Reports.
          

         

        Upon
          the
          foreclosure sale of any Mortgaged Property or the acquisition thereof by
          the
          Owner pursuant to a deed-in--lieu of foreclosure, the Servicer shall submit
          to
          the Owner a liquidation report with respect to such Mortgaged Property
          in such
          form as the Servicer and the Owner shall agree. The Servicer shall also
          provide
          reports on the status of REO Property containing such information as Owner
          may
          reasonably require.

         

        ARTICLE
          VI

        GENERAL
          SERVICING PROCEDURES

         

        Section
          6.01. Assumption
          Agreements.
          

         

        The
          Servicer will, to the extent it has knowledge of any conveyance or prospective
          conveyance by any Mortgagor of a Mortgaged Property (whether by absolute
          conveyance or by contract of, sale, and whether or not the Mortgagor remains
          or
          is to remain liable under the Mortgage Note and/or the Mortgage), exercise
          its
          rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale"
          clause to the extent permitted by law; provided, however, that the Servicer
          shall not exercise any such rights if prohibited by law or the terms of
          the
          Mortgage Note from doing so or if the exercise of such rights would impair
          or
          threaten to impair any recovery under the related Primary Mortgage Insurance
          Policy, if any. If the Servicer reasonably believes it is unable under
          applicable law to enforce such "due-on-sale" clause, the Servicer, will
          enter
          into an assumption agreement with the person to whom the Mortgaged Property
          has
          been conveyed or is proposed to be conveyed, pursuant to which such person
          becomes liable under the Mortgage Note and, to the extent permitted by
          applicable state law, the Mortgagor remains liable thereon. Where an assumption
          is allowed pursuant to this Section 6.01, the Servicer, with the prior
          consent
          of the primary mortgage insurer, if any, is authorized to enter into a
          substitution of liability agreement with the person to whom the Mortgaged
          Property has been conveyed or is proposed to be conveyed pursuant to which
          the
          original mortgagor is released from liability and such Person is substituted
          as
          mortgagor and becomes liable under the related Mortgage Note. Any such
          substitution of liability agreement shall be in lieu of an assumption
          agreement.

         

        In
          connection with any such assumption or substitution of liability, the Servicer
          shall follow the underwriting practices and procedures of the Fannie Mae
          Guide.
          With respect to an assumption or substitution of liability, the Mortgage
          Interest Rate borne by the related Mortgage Note and the amount of the
          Monthly
          Payment may not be changed. The Servicer shall notify the Owner that any
          such
          substitution of liability or assumption agreement has been completed by
          forwarding to the Owner the original of any such substitution of liability
          or
          assumption agreement, which document shall be added to the related Mortgage
          Loan
          Documents and shall, for all purposes, be considered a part of such related
          mortgage file to the same extent as all other documents and instruments
          constituting a part thereof. All fees collected by the Servicer for entering
          into an assumption or substitution of liability agreement shall belong
          to the
          Servicer.

         

        Notwithstanding
          the foregoing paragraphs of this section or any other provision of this
          Agreement, the Servicer shall not be deemed to be in default, breach or
          any
          other violation of its obligations hereunder by reason of any assumption
          of a
          Mortgage Loan by operation of law or any assumption which the Servicer
          may be
          restricted by law from preventing, for any reason whatsoever. For purposes
          of
          this Section 6.01, the term "assumption" is deemed to also include a sale
          of the
          Mortgaged Property subject to the Mortgage that is not accompanied by an
          assumption or substitution of liability agreement.

         

        Section
          6.02. Satisfaction
          of Mortgages and Release of Mortgage Loan Documents.

         

        Upon
          the
          payment in full of any Mortgage Loan, the Servicer will immediately notify
          the
          Custodian with a certification and request for release by a Servicing Officer,
          which certification shall include a statement to the effect that all amounts
          received in connection with such payment which are required to be deposited
          in
          the Custodial Account pursuant to Section 4.04 have been so deposited,
          and a
          request for delivery to the Servicer of the portion of the Mortgage Loan
          Documents held by the Custodian. Upon receipt of such certification and
          request,
          the Owner shall promptly release or cause the Custodian to promptly release
          the
          related Mortgage Loan Documents to the Servicer and the Servicer shall
          prepare
          and deliver for execution by the Owner or at the Owner's option execute
          under
          the authority of a power of attorney delivered to the Servicer by the Owner
          any
          satisfaction or release. No expense incurred in connection with any instrument
          of satisfaction or deed of reconveyance shall be chargeable to the Custodial
          Account.

         

        In
          the
          event the Servicer satisfies or releases a Mortgage without having obtained
          payment in full of the indebtedness secured by the Mortgage or should it
          otherwise prejudice any right the Owner may have under the mortgage instruments,
          the Servicer, upon written demand, shall remit within one Business Day
          to the
          Owner the then outstanding principal balance of the related Mortgage Loan
          by
          deposit thereof in the Custodial Account. The Servicer shall maintain the
          Fidelity Bond insuring the Servicer against any loss it may sustain with
          respect
          to any Mortgage Loan not satisfied in accordance with the procedures set
          forth
          herein.

         

        From
          time
          to time and as appropriate for the servicing or foreclosure of the Mortgage
          Loans, including for the purpose of collection under any Primary Mortgage
          Insurance Policy, upon request of the Servicer and delivery to the Custodian
          of
          a servicing receipt signed by a Servicing Officer, the Custodian shall
          release
          the portion of the Mortgage Loan Documents held by the Custodian to the
          Servicer. Such servicing receipt shall obligate the Servicer to promptly
          return
          the related Mortgage Loan Documents to the Custodian, when the need therefor
          by
          the Servicer no longer exists, unless the Mortgage Loan has been liquidated
          and
          the Liquidation Proceeds relating to the Mortgage Loan have been deposited
          in
          the Custodial Account or such documents have been delivered to an attorney,
          or
          to a public trustee or other public official as required by law, for purposes
          of
          initiating or pursuing legal action or other proceedings for the foreclosure
          of
          the Mortgaged Property either judicially or non-judicially, and the Servicer
          has
          promptly delivered to the Owner or the Custodian a certificate of a Servicing
          Officer certifying as to the name and address of the Person to which such
          documents were delivered and the purpose or purposes of such delivery.
          Upon
          receipt of a certificate of a Servicing Officer stating that such Mortgage
          Loan
          was liquidated, the servicing receipt shall be released by the Owner or
          the
          Custodian, as applicable, to the Servicer.

         

        Section
          6.03. Servicing
          Compensation.
          

         

        As
          compensation for its services hereunder, the Servicer shall be entitled
          to
          withdraw from the Custodial Account or to retain from interest payments
          on the
          Mortgage Loans the amounts provided for as the Servicer's Servicing Fee.
          Additional servicing compensation in the form of assumption fees, as provided
          in
          Section 6.01, late payment charges and other ancillary fees shall be retained
          by
          the Servicer to the extent not required to be deposited in the Custodial
          Account. The Servicer shall be required to pay all expenses incurred by
          it in
          connection with its servicing activities hereunder and shall not be entitled
          to
          reimbursement therefor except as specifically provided for.

         

        Section
          6.04. Annual
          Statement as to Compliance; Annual Certification.

         

        (a) The
          Servicer will deliver to the Owner and the Master Servicer, not later than
          March
          15th of each calendar year beginning in 2008, an Officer’s Certificate (an
“Annual Statement of Compliance”) stating, as to each signatory thereof, that
          (i) a review of the activities of the Servicer during the preceding calendar
          year and of performance under this Agreement or other applicable servicing
          agreement has been made under such officer’s supervision and (ii) to the best of
          such officer’s knowledge, based on such review, the Servicer has fulfilled all
          of its obligations under this Agreement or other applicable servicing agreement
          in all material respects throughout such year, or, if there has been a
          failure
          to fulfill any such obligation in any material respect, specifying each
          such
          failure known to such officer and the nature and status of cure provisions
          thereof. Such Annual Statement of Compliance shall contain no restrictions
          or
          limitations on its use. Copies of such statement shall be provided by the
          Servicer to the Owner upon request and by the Owner to any Person identified
          as
          a prospective purchaser of the Mortgage Loans. In the event that the Servicer
          has delegated any servicing responsibilities with respect to the Mortgage
          Loans
          to a Subservicer, the Servicer shall deliver an Annual Statement of Compliance
          of the Subservicer as described above as to each Subservicer as and when
          required with respect to the Servicer.

         

        (b) With
          respect to the Mortgage Loans, by March 15th of each calendar year beginning
          in
          2008, an officer of the Servicer shall execute and deliver an Officer’s
          Certificate (an “Annual Certification”) to the Owner, the Master Servicer, the
          Trustee, and any related Depositor for the benefit of each such entity
          and such
          entity’s affiliates and the officers, directors and agents of any such entity
          and such entity’s affiliates, in the form attached hereto as Exhibit
          G.
          In the
          event that the Servicer has delegated any servicing responsibilities with
          respect to the Mortgage Loans to a Subservicer or a Subcontractor, to the
          extent
          such Subcontractor is “participating in the servicing function” pursuant to Item
          1122 of Regulation AB, the Servicer shall deliver an Annual Certification
          as to
          each such Subservicer and Subcontractor, as and when required with respect
          to
          the Servicer.

         

        In
          the
          event the Servicer or any Subservicer or Subcontractor engaged by it is
          terminated, assigns its rights and obligations under, or resigns pursuant
          to the
          terms of this Agreement, or any other applicable agreement in the case
          of a
          Subservicer or Subcontractor, as the case may be, such party shall provide
          an
          Annual Statement of Compliance pursuant to this Section 6.04 or to the
          related
          section of such other applicable agreement, as the case may be, as to the
          performance of its obligations with respect to the period of time it was
          subject
          to this Agreement or any other applicable agreement, as the case may be,
          notwithstanding any such termination, assignment or resignation.

         

        The
          Servicer shall indemnify and hold harmless the Master Servicer and its
          officers,
          directors, agents and affiliates from and against any losses, damages,
          penalties, fines, forfeitures, reasonable legal fees and related costs,
          judgments and other costs and expenses arising out of or based upon a breach
          by
          the Servicer or any of its officers, directors, agents or affiliates of
          its
          obligations under this Section 6.04 or Section 6.09 or the negligence,
          bad faith
          or willful misconduct of the Servicer in connection therewith. If the
          indemnification provided for herein is unavailable or insufficient to hold
          harmless the Master Servicer, then the Servicer agrees that it shall contribute
          to the amount paid or payable by the Master Servicer as a result of the
          losses,
          claims, damages or liabilities of the Master Servicer in such proportion
          as is
          appropriate to reflect the relative fault of the Master Servicer on the
          one hand
          and the Servicer on the other in connection with a breach of the Servicer’s
          obligations under this Section 6.04 or Section 6.09 or the Servicer’s
          negligence, bad faith or willful misconduct in connection
          therewith.

         

        Upon
          request by the Owner or the Master Servicer, the Servicer will deliver
          to such
          requesting party a copy of the audited (if such financial statements are
          available, otherwise unaudited) financial statements of the Servicer for
          the
          most recent fiscal year of the Servicer.

         

        Section
          6.05. [Reserved]

         

        Section
          6.06. Owner's
          Right to Examine Servicer Records.
          

         

        The
          Owner
          shall have the right to examine and audit, at its expense, upon reasonable
          notice to the Servicer, during business hours or at such other times as
          might be
          reasonable under applicable circumstances, any and all of the books, records,
          documentation or other information of the Servicer, or held by another
          for the
          Servicer or on its behalf or otherwise, which relate to the performance
          or
          observance by the Servicer of the terms, covenants or conditions of this
          Agreement.

         

        The
          Servicer shall provide to the Owner and any supervisory agents or examiners
          representing a state or federal governmental agency having jurisdiction
          over the
          Owner access to any documentation regarding the Mortgage Loans in the possession
          of the Servicer which may be required by any applicable regulations. Such
          access
          shall be afforded without charge, upon reasonable request, during normal
          business hours and at the offices of the Servicer, and in accordance with
          the
          applicable federal or state government regulations.

         

        Section
          6.07. Compliance
          with REMIC Provisions.
          

         

        If
          a
          REMIC election has been made with respect to the arrangement under which
          the
          Mortgage Loans and REO Property are held, the Servicer shall not take any
          action, cause the REMIC to take any action or fail to take (or fail to
          cause to
          be taken) any action that, under the REMIC Provisions, if taken or not
          taken, as
          the case may be could (i) endanger the status of the REMIC as a REMIC or
          (ii)
          result in the imposition of a tax upon the REMIC (including but not limited
          to
          the tax on "prohibited transactions" as defined in Section 860F(a)(2) of
          the
          Code and the tax on "contribution" to a REMIC set forth in Section 860G(d)
          of
          the Code unless the Servicer has received an Opinion of Counsel (at the
          expense
          of the party seeking to take such actions) to the effect that the contemplated
          action will not endanger such REMIC status or result in the imposition
          of any
          such tax.

         

        Section
          6.08. Non-solicitation.
          

         

        The
          Servicer shall not knowingly conduct any solicitation exclusively targeted
          to
          the Mortgagors for the purpose of inducing or encouraging the early prepayment
          or refinancing of the related Mortgage Loans. It is understood and agreed
          that
          promotions undertaken by the Servicer or any agent or affiliate of the
          Servicer
          which are directed to the general public at large, including, without
          limitation, mass mailings based on commercially acquired mailing lists,
          newspaper, radio and television advertisements shall not constitute solicitation
          under this section. Nothing contained herein shall prohibit the Servicer
          from
          (i) distributing to Mortgagors any general advertising including information
          brochures, coupon books, or other similar documentation which indicates
          services
          the Servicer offers, including refinances or (ii) providing financing of
          home
          equity loans to Mortgagors at the Mortgagor's request.

         

        Section
          6.09. Assessment
          of Compliance with Servicing Criteria.

         

        On
          and
          after January 1, 2007, the Servicer shall service and administer, and shall
          cause each subservicer to service or administer, the Mortgage Loans in
          accordance with all applicable requirements of the Servicing
          Criteria.

         

        With
          respect to the Mortgage Loans, the Servicer shall deliver to the Owner
          or its
          designee, the Master Servicer, the Trustee, and any Depositor on or before
          March
          15th of each calendar year beginning in 2008, a report (an “Assessment of
          Compliance”) regarding the Servicer’s assessment of compliance with the
          Servicing Criteria during the preceding calendar year as required by Rules
          13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, or
          as
          otherwise required by the Master Servicer, which as of the date hereof,
          require
          a report by an authorized officer of the Servicer that contains the
          following:

         

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

         

        (b) A
          statement by such officer that such officer used the Servicing Criteria
          to
          assess compliance with the Servicing Criteria applicable to the
          Servicer;

         

        (c) An
          assessment by such officer of the Servicer’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
          it
          performs with respect to asset-backed securities transactions taken as
          a whole
          involving the Servicer, that are backed by the same asset type as the Mortgage
          Loans;

         

        (d) A
          statement that a registered public accounting firm has issued an attestation
          report on the Servicer’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 Servicer, which statement shall be based on the activities it performs
          with
          respect to asset-backed securities transactions taken as a whole involving
          the
          Servicer, that are backed by the same asset type as the Mortgage
          Loans.

         

        Such
          report at a minimum shall address each of the Servicing Criteria specified
          on
Exhibit
          J
          hereto.

         

        With
          respect to the Mortgage Loans, on or before March 15th of each calendar
          year
          beginning in 2008, the Servicer shall furnish to the Owner or its designee,
          the
          Master Servicer, the Trustee and any 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 Servicer, as required by Rules
          13a-18
          and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, or as
          otherwise required by the Master Servicer, which Attestation Report must
          be made
          in accordance with standards for attestation reports issued or adopted
          by the
          Public Company Accounting Oversight Board. 

         

        The
          Servicer shall cause each Subservicer, and each Subcontractor determined
          by the
          Servicer pursuant to Section 11.15 to be “participating in the servicing
          function” within the meaning of Item 1122 of Regulation AB, to deliver to the
          Owner, the Master Servicer, the Trustee and any Depositor an assessment
          of
          compliance and accountants’ attestation as and when provided in Section
          6.09.

         

        In
          the event the Servicer or any Subservicer or Subcontractor engaged by it
          is
          terminated, assigns its rights and obligations under, or resigns pursuant
          to,
          the terms of this Agreement, or any other applicable agreement in the case
          of a
          Subservicer or Subcontractor, as the case may be, such party shall provide
          an
          Assessment of Compliance and cause to be provided an Attestation Report
          pursuant
          to this Section 6.09 or to the related section of such other applicable
          agreement, as the case may be, notwithstanding any such termination, assignment
          or resignation.

         

        Section
          6.10. Intent
          of the Parties; Reasonableness.

         

        The
          Owner
          and the Servicer acknowledge and agree that a purpose of clause (g) of
          Article
          III, Sections 5.02, 6.04, 6.09 and 10.02 of this Agreement is to facilitate
          compliance by the Owner and any Depositor with the provisions of Regulation
          AB
          and related rules and regulations of the Commission. None of the Owner,
          the
          Master Servicer or any Depositor shall exercise its right to request delivery
          of
          information or other performance under these provisions other than in good
          faith, or for purposes other than compliance with the Securities Act, the
          Exchange Act and the rules and regulations of the Commission thereunder.
          The
          Servicer acknowledges that interpretations of the requirements of Regulation
          AB
          may change over time, whether due to interpretive guidance provided by
          the
          Commission or its staff, consensus among participants in the asset-backed
          securities markets, advice of counsel, or otherwise, and agrees to comply
          with
          requests made by the Owner or any Depositor in good faith for delivery
          of
          information under these provisions on the basis of evolving interpretations
          of
          Regulation AB. In connection with any Pass-Through Transfer, the Servicer
          shall
          cooperate fully with the Owner to deliver to the Owner (including any of
          its
          assignees or designees) and any Depositor, any and all statements, reports,
          certifications, records and any other information necessary in the good
          faith
          determination of the Owner or any Depositor to permit the Owner or such
          Depositor to comply with the provisions of Regulation AB, together with
          such
          disclosures relating to the Servicer, any Subservicer and the Mortgage
          Loans, or
          the servicing of the Mortgage Loans, reasonably believed by the Owner or
          any
          Depositor to be necessary in order to effect such compliance.

         

        ARTICLE
          VII

        REPORTS
          TO BE PREPARED BY SERVICER

         

        Section
          7.01. Servicer
          Shall Provide Information as Reasonably Required.
          

         

        The
          Servicer shall furnish to the Owner upon request, during the term of this
          Agreement, such periodic, special or other reports or information, whether
          or
          not provided for herein, as shall be necessary, reasonable or appropriate
          with
          respect to the purposes of this Agreement. The Servicer may negotiate with
          the
          Owner for a reasonable fee for providing such report or information, unless
          (i)
          the Servicer is required to supply such report or information pursuant
          to any
          other section of this Agreement, or (ii) the report or information has
          been
          requested in connection with Internal Revenue Service or other regulatory
          agency
          requirements. All such reports or information shall be provided by and
          in
          accordance with all reasonable instructions and directions given by the
          Owner.
          The Servicer agrees to execute and deliver all such instruments and take
          all
          such action as the Owner, from time to time, may reasonably request in
          order to
          effectuate the purpose and to carry out the terms of this
          Agreement.

         

        ARTICLE
          VIII

        THE
          SERVICER

         

        Section
          8.01. Indemnification;
          Third Party Claims.
          

         

        The
          Servicer agrees to indemnify the Owner, its successors and assigns, any
          agent of
          the Owner, and the Master Servicer, and hold each of such Persons harmless
          from
          and against any and all claims, losses, damages, penalties, fines, forfeitures,
          legal fees and related costs, judgments, and any other costs, fees and
          expenses
          that such Person may sustain in any way related to the failure of the Servicer
          to perform in any way its duties and service the Mortgage Loans in strict
          compliance with the terms of this Agreement and for breach of any representation
          or warranty of the Servicer contained herein. The Servicer shall immediately
          notify the Owner or other indemnified Person if a claim is made by a third
          party
          with respect to this Agreement or the Mortgage Loans, assume (with the
          consent
          of the Owner and such other Indemnified Person and with counsel reasonably
          satisfactory to the Owner and such Person) the defense of any such claim
          and pay
          all expenses in connection therewith, including counsel fees, and promptly
          pay,
          discharge and satisfy any judgment or decree which may be entered against
          it or
          such other indemnified Person in respect of such claim but failure to so
          notify
          the Owner and such other indemnified Person shall not limit its obligations
          hereunder. The Servicer agrees that it will not enter into any settlement
          of any
          such claim without the consent of the Owner and such other indemnified
          Person
          unless such settlement includes an unconditional release of the Owner and
          such
          other indemnified Person from all liability that is the subject matter
          of such
          claim. The provisions of this Section 8.01 shall survive termination of
          this
          Agreement.

         

        Section
          8.02. Merger
          or Consolidation of the Servicer.
          

         

        The
          Servicer will keep in full effect its existence, rights and franchises
          as a
          corporation under the laws of the state of its incorporation except as
          permitted
          herein, 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
          or any
          of the Mortgage Loans and to perform its duties under this
          Agreement.

         

        Any
          Person into which the Servicer may be merged or consolidated, or any corporation
          resulting from any merger, conversion or consolidation to which the Servicer
          shall be a party, or any Person succeeding to the business of the Servicer
          whether or not related to loan servicing, shall be the successor of the
          Servicer
          hereunder, without the execution or filing of any paper or any further
          act on
          the part of any of the parties hereto, anything herein to the contrary
          notwithstanding; provided, however, that the successor or surviving Person
          shall
          be an institution (i) having a GAAP net worth of not less than $25,000,000,
          (ii)
          the deposits of which are insured by the FDIC, or which is a HUD-approved
          mortgagee whose primary business is in origination and servicing of first
          lien
          mortgage loans, and (iii) which is a Fannie Mae or Freddie Mac approved
          seller/servicer in good standing.

         

        Section
          8.03. Limitation
          on Liability of the Servicer and Others.
          

         

        Neither
          the Servicer nor any of the officers, employees or agents of the Servicer
          shall
          be under any liability to the Owner 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 made in good faith; provided, however, that this provision
          shall not
          protect the Servicer or any such person against any breach of warranties
          or
          representations made herein, or failure to perform in any way its obligations
          in
          compliance with any standard of care set forth in this Agreement, or any
          liability which would otherwise be imposed by reason of gross negligence
          or any
          breach of the terms and conditions of this Agreement. The Servicer and
          any
          officer, employee or agent of the Servicer may rely in good faith on any
          document of any kind prima facie properly executed and submitted by the
          Owner
          respecting any matters arising hereunder. The Servicer shall not be under
          any
          obligation to appear in, prosecute or defend any legal action which is
          not
          incidental to its duties to service the Mortgage Loans in accordance with
          this
          Agreement and which in its opinion may involve it in any expenses or liability;
          provided, however, that the Servicer may, with the consent of the Owner,
          which
          consent shall not be unreasonably withheld, undertake any such action which
          it
          may deem necessary or desirable with respect to this Agreement and the
          rights
          and duties of the parties hereto. In such event, the reasonable legal expenses
          and costs of such action and any liability resulting therefrom shall be
          expenses, costs and liabilities for which the Owner will be liable, and
          the
          Servicer shall be entitled to be reimbursed therefor from the Custodial
          Account
          pursuant to Section 4.05.

         

        Section
          8.04. Servicer
          Not to Resign.
          

         

        The
          Servicer shall not resign from the obligations and duties hereby imposed
          on it
          except by mutual consent of the Servicer and the Owner or upon the determination
          that its duties hereunder are no longer permissible under applicable law
          and
          such incapacity cannot be cured by the Servicer. Any such determination
          permitting the resignation of the Servicer shall be evidenced by an Opinion
          of
          Counsel to such effect delivered to the Owner which Opinion of Counsel
          shall be
          in form and substance acceptable to the Owner. No such resignation shall
          become
          effective until a successor shall have assumed the Servicer's responsibilities
          and obligations hereunder in the manner provided in Section 11.01.

         

        Section
          8.05. No
          Transfer of Servicing.
          

         

        With
          respect to the retention of the Servicer to service the Mortgage Loans
          hereunder, the Servicer acknowledges that the Owner has acted in reliance
          upon
          the Servicer's independent status, the adequacy of its servicing facilities,
          plan, personnel, records and procedures, its integrity, reputation and
          financial
          standing and the continuance thereof. Without in any way limiting the generality
          of this section, the Servicer shall not either assign this Agreement or
          the
          servicing hereunder or delegate its rights or duties hereunder or any portion
          thereof, or sell or otherwise dispose of all or substantially all of its
          property or assets, without the prior written approval of the Owner, which
          approval shall not be unreasonably withheld; provided that the Servicer
          may
          assign the Agreement and the servicing hereunder without the consent of
          Owner to
          an affiliate of the Servicer to which all servicing of the Servicer is
          assigned
          so long as (i) such affiliate is a Fannie Mae and Freddie Mac approved
          servicer
          and (ii) if it is intended that such affiliate be spun off to the shareholders
          of the Servicer, such affiliate have a GAAP net worth of at least $25,000,000
          and (iii) such affiliate shall deliver to the Owner a certification pursuant
          to
          which such affiliate shall agree to be bound by the terms and conditions
          of this
          Agreement and shall certify that such affiliate is a Fannie Mae and Freddie
          Mac
          approved servicer in good standing.

         

        ARTICLE
          IX

        DEFAULT

         

        Section
          9.01. Events
          of Default.
          

         

        In
          case
          one or more of the following Events of Default by the Servicer shall occur
          and
          be continuing, that is to say:

         

        (i) any
          failure by the Servicer to remit to the Owner any payment required to be
          made
          under the terms of this Agreement which continues unremedied for one (1)
          Business Day after written notice thereof (it being understood that this
          subparagraph shall not affect Servicer's obligation pursuant to Section
          5.01 to
          pay default interest on any remittance received by the Owner after the
          Business
          Day on which such payment was due); or

         

        (ii) any
          failure on the part of the Servicer duly to observe or perform in any material
          respect any other of the covenants or agreements on the part of the Servicer
          set
          forth in this Agreement (other than those described in clause (ix) hereof),
          the
          breach of which has a material adverse effect and which continue unremedied
          for
          a period of thirty days (except that such number of days shall be fifteen
          in the
          case of a failure to pay any premium for any insurance policy required
          to be
          maintained under this Agreement and such failure shall be deemed to have
          a
          material adverse effect) after the date on which written notice of such
          failure,
          requiring the same to be remedied, shall have been given to the Servicer
          by the
          Owner; or

         

        (iii) a
          decree
          or order of a court or agency or supervisory authority having jurisdiction
          for
          the appointment of a conservator or receiver or liquidator in any insolvency,
          bankruptcy, readjustment of debt, marshaling of assets and liabilities
          or
          similar proceedings, or for the winding-up or liquidation of its affairs,
          shall
          have been entered against the Servicer and such decree or order shall have
          remained in force undischarged or unstayed for a period of sixty days;
          or

         

        (iv) the
          Servicer shall consent to the appointment of a conservator or receiver
          or
          liquidator in any insolvency, bankruptcy, readjustment of debt, marshaling
          of
          assets and liabilities or similar proceedings of or relating to the Servicer
          or
          of or relating to all or substantially all of its property; or

         

        (v) the
          Servicer shall admit in writing its inability to pay its debts generally
          as they
          become due, file a petition to take advantage of any applicable insolvency
          or
          reorganization statute, make an assignment for the benefit of its creditors,
          or
          voluntarily suspend payment of its obligations; or

         

        (vi) the
          Servicer ceases to be approved by either Fannie Mae or Freddie Mac (to
          the
          extent such entities are then operating in a capacity similar to that in
          which
          they operate on the date hereof) as a mortgage loan servicer for more than
          thirty days to the extent such entities perform similar functions;
          or

         

        (vii) the
          Servicer attempts to assign its right to servicing compensation hereunder
          or the
          Servicer attempts, without the consent of the Owner, to sell or otherwise
          dispose of all or substantially all of its property or assets or to assign
          this
          Agreement or the servicing responsibilities hereunder or to delegate its
          duties
          hereunder or any portion thereof except as otherwise permitted herein;
          or

         

        (viii) the
          Servicer ceases to be qualified to transact business in any jurisdiction
          where
          it is currently so qualified, but only to the extent such non-qualification
          materially and adversely affects the Servicer's ability to perform its
          obligations hereunder; or

         

        (ix) failure
          by the Servicer to duly perform, within the required time period, its
          obligations under Section 6.04, 6.09 or any of clauses (v) through (viii)
          of
          Section 10.02;

         

        then,
          and
          in each and every such case, so long as an Event of Default shall not have
          been
          remedied, the Owner, by notice in writing to the Servicer may, in addition
          to
          whatever rights the Owner may have under Section 8.01 and at law or equity
          to
          damages, including injunctive relief and specific performance, terminate
          all the
          rights and obligations of the Servicer (and if the Servicer is servicing
          any of
          the Mortgage Loans in a Pass-Through Transfer, appoint a successor servicer
          reasonably acceptable to the Master Servicer for such Pass-Through Transfer)
          under this Agreement and in and to the Mortgage Loans and the proceeds
          thereof
          without compensating the Servicer for the same. On or after the receipt
          by the
          Servicer of such written notice, all authority and power of the Servicer
          under
          this Agreement, whether with respect to the Mortgage Loans or otherwise,
          shall
          pass to and be vested in the successor appointed pursuant to Section 11.01.
          Upon
          written request from the Owner, the Servicer shall prepare, execute and
          deliver,
          any and all documents and other instruments, place in such successor's
          possession all Servicing Files, and do or accomplish all other acts or
          things
          necessary or appropriate to effect the purposes of such notice of termination,
          whether to complete the transfer and endorsement or assignment of the Mortgage
          Loans and related documents, or otherwise, at the Servicer's sole expense.
          The
          Servicer agrees to cooperate with the Owner and such successor in effecting
          the
          termination of the Servicer's responsibilities and rights hereunder, including,
          without limitation, the transfer to such successor for administration by
          it of
          all cash amounts which shall at the time be credited by the Servicer to
          the
          Custodial Account or Escrow Account or thereafter received with respect
          to the
          Mortgage Loans or any REO Property.

         

        The
          Servicer shall promptly reimburse the Owner (or any designee of the Owner,
          such
          as a master servicer) and any Depositor, as applicable, for all reasonable
          expenses incurred by the Owner (or such designee) or such Depositor, as
          such are
          incurred, in connection with the termination of the Servicer as servicer
          and the
          transfer of servicing of the Mortgage Loans to a successor servicer, if
          the
          termination and/or transfer of servicing is for cause related to a servicer
          default. The provisions of this paragraph shall not limit whatever rights
          the
          Owner or any Depositor may have under other provisions of this Agreement
          and/or
          any applicable Reconstitution Agreement or otherwise, whether in equity
          or at
          law, such as an action for damages, specific performance or injunctive
          relief.

         

        Section
          9.02. Waiver
          of Defaults.
          

         

        The
          Owner
          may waive only by written notice any default by the Servicer in the performance
          of its obligations hereunder and its consequences. Upon any such waiver
          of a
          past default, such default shall cease to exist, and any Event of Default
          arising therefrom shall be deemed to have been remedied for every purpose
          of
          this Agreement. No such waiver shall extend to any subsequent or other
          default
          or impair any right consequent thereon except to the extent expressly so
          waived
          in writing.

         

        ARTICLE
          X

        TERMINATION

         

        Section
          10.01. Termination.
          

         

        The
          respective obligations and responsibilities of the Servicer shall terminate
          upon: (i) the later of the final payment or other liquidation (or any advance
          with respect thereto) of the last Mortgage Loan or the disposition of all
          REO
          Property and the remittance of all funds due hereunder; or (ii) by mutual
          consent of the Servicer and the Owner in writing; or (iii) termination
          by the
          Owner pursuant to Section 9.01. Simultaneously with any such termination
          and the
          transfer of servicing hereunder, the Servicer shall be entitled to be reimbursed
          for any outstanding Servicing Advances and Monthly Advances. 

         

        Section
          10.02. Cooperation
          of Servicer with a Reconstitution.

         

        The
          Servicer and the Owner agree that with respect to some or all of the Mortgage
          Loans, on or after the related closing date, on one or more dates (each
          a
          "Reconstitution Date") at the Owner's sole option, the Owner may effect
          a sale
          (each, a "Reconstitution") of some or all of the Mortgage Loans then subject
          to
          this Agreement, without recourse, to:

         

        (a) one
          or
          more third party purchasers in one or more in whole loan transfers (each,
          a
          "Whole Loan Transfer"); or

         

        (b) one
          or
          more trusts or other entities to be formed as part of one or more Pass-Through
          Transfers.

         

        The
          Servicer agrees to execute in connection with any agreements among the
          Owner,
          the Servicer, and any servicer in connection with a Whole Loan Transfer,
          an
          assignment, assumption and recognition agreement, or, at Owner’s request, a
          seller's warranties and servicing agreement or a participation and servicing
          agreement or similar agreement in form and substance reasonably acceptable
          to
          the parties, and in connection with a Pass-Through Transfer, a pooling
          and
          servicing agreement in form and substance reasonably acceptable to the
          parties.
          It is understood that any such Reconstitution Agreements will not contain
          any
          greater obligations on the part of Servicer than are contained in this
          Agreement. 

         

        With
          respect to each Whole Loan Transfer and each Pass-Through Transfer entered
          into
          by the Owner, the Servicer agrees (1) to cooperate fully with the Owner
          and any
          prospective purchaser with respect to all reasonable requests and due diligence
          procedures; (2) to execute, deliver and perform all Reconstitution Agreements
          required by the Owner; (3) to restate the representations and warranties
          set
          forth in this Agreement as of the settlement or closing date in connection
          with
          such Reconstitution (each, a "Reconstitution Date"). 

         

        In
          addition, the Servicer shall provide to such servicer or issuer, as the case may
          be, and any other participants in such Reconstitution: 

         

        (i) any
          and
          all information and appropriate verification of information which may be
          reasonably available to the Servicer, whether through letters of its auditors
          and counsel or otherwise, as the Owner or any such other participant shall
          request upon reasonable demand; 

         

        (ii) such
          additional representations, warranties, covenants, opinions of counsel,
          letters
          from auditors, and certificates of public officials or officers of the
          Servicer
          as are reasonably agreed upon by the Servicer and the Owner or any such
          other
          participant;

         

        (iii) within
          5
          Business Days after request by the Owner, the information with respect
          to the
          Servicer (as servicer) as required by Item 1108(b) and (c) of Regulation
          AB, a
          summary of the requirements of which as of the date hereof is attached
          hereto as
Exhibit
          I
          for
          convenience of reference only, as determined by Owner in its sole discretion.
          In
          the event that the Servicer has delegated any servicing responsibilities
          with
          respect to the Mortgage Loans to a Subservicer, the Servicer shall provide
          the
          information required pursuant to this clause with respect to the
          Subservicer;

         

        (iv) within
          5
          Business Days after request by the Owner, 

         

        (a)
          information regarding any legal proceedings pending (or known to be
          contemplated) against the Servicer (as servicer) and each Subservicer as
          required by Item 1117 of Regulation AB, a summary of the requirements of
          which
          as of the date hereof is attached hereto as Exhibit
          I
          for
          convenience of reference only, as determined by Owner in its sole
          discretion,

         

        (b)
          information regarding affiliations with respect to the Servicer (as servicer)
          and each Subservicer as required by Item 1119(a) of Regulation AB, a summary
          of
          the requirements of which as of the date hereof is attached hereto as
Exhibit
          I
          for
          convenience of reference only, as determined by Owner in its sole discretion,
          and

         

        


        (c)
          information regarding relationships and transactions with respect to the
          Servicer (as servicer) and each Subservicer as required by Item 1119(b)
          and (c)
          of Regulation AB, a summary of the requirements of which as of the date
          hereof
          is attached hereto as Exhibit
          I
          for
          convenience of reference only, as determined by Owner in its sole
          discretion;

         

        (v) for
          the
          purpose of satisfying the reporting obligation under the Exchange Act with
          respect to any class of asset-backed securities, the Servicer shall (or
          shall
          cause each Subservicer to) (i) provide prompt notice to the Owner, the
          Master
          Servicer and any Depositor in writing of (A) any material litigation or
          governmental proceedings involving the Servicer or any Subservicer, (B)
          any
          affiliations or relationships that develop following the closing date of
          a
          Pass-Through Transfer between the Servicer or any Subservicer and any of
          the
          parties specified in clause (D) of paragraph (a) of this Section (and any
          other
          parties identified in writing by the requesting party) with respect to
          such
          Pass-Through Transfer, (C) any Event of Default under the terms of this
          Agreement or any Reconstitution Agreement, (D) any merger, consolidation
          or sale
          of substantially all of the assets of the Servicer, and (E) the Servicer’s entry
          into an agreement with a Subservicer to perform or assist in the performance
          of
          any of the Servicer’s obligations under this Agreement or any Reconstitution
          Agreement and (ii) provide to the Owner and any Depositor a description
          of such
          proceedings, affiliations or relationships; 

         

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

         

        (vii) in
          addition to such information as the Servicer, as servicer, is obligated
          to
          provide pursuant to other provisions of this Agreement, not later than
          ten days
          prior to the deadline for the filing of any distribution report on Form
          10-D in
          respect of any Pass-Through Transfer that includes any of the Mortgage
          Loans
          serviced by the Servicer or any Subservicer, the Servicer or such Subservicer,
          as applicable, shall, to the extent the Servicer or such Subservicer has
          knowledge, provide to the party responsible for filing such report (including,
          if applicable, the Master Servicer) notice of the occurrence of any of
          the
          following events along with all information, data, and materials related
          thereto
          as may be required to be included in the related distribution report on
          Form
          10-D (as specified in the provisions of Regulation AB referenced
          below):

         

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

         

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

         

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

         

        (viii) the
          Servicer shall provide to the Owner, the Master Servicer and any Depositor,
          evidence of the authorization of the person signing any certification or
          statement, copies or other evidence of Fidelity Bond Insurance and Errors
          and
          Omission Insurance policy, financial information and reports, and such
          other
          information related to the Servicer or any Subservicer or the Servicer
          or such
          Subservicer’s performance hereunder.

         

        In
          the
          event of a conflict or inconsistency between the terms of Exhibit
          I
          and the
          text of the applicable Item of Regulation AB as cited above, the text of
          Regulation AB, its adopting release and other public statements of the
          SEC shall
          control.

         

        The
          Servicer shall indemnify the Owner, each affiliate of the Owner, and each
          of the
          following parties participating in a Pass-Through Transfer: each issuing
          entity;
          each Person (including, but not limited to, the Master Servicer, if applicable)
          responsible for the preparation, execution or filing of any report required
          to
          be filed with the Commission with respect to such Pass-Through Transfer,
          or for
          execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
          under
          the Exchange Act with respect to such Pass-Through Transfer; each broker
          dealer
          acting as underwriter, placement agent or initial purchaser, each Person
          who
          controls any of such parties or the Depositor (within the meaning of Section
          15
          of the Securities Act and Section 20 of the Exchange Act); and the respective
          present and former directors, officers, employees, agents and affiliates
          of each
          of the foregoing and of the Depositor (each, an “Indemnified Party”), and shall
          hold each of them harmless from and against any claims, losses, damages,
          penalties, fines, forfeitures, legal fees and expenses and related costs,
          judgments, and any other costs, fees and expenses that any of them may
          sustain
          arising out of or based upon:

         

        (i)(A)
          any untrue statement of a material fact contained or alleged to be contained
          in
          any information, report, certification, data, accountants’ letter or other
          material provided under this Section 10.02 by or on behalf of the Servicer,
          or
          provided under this Section 10.02, Sections 6.04 and 6.09 and by or on
          behalf of
          any Subservicer or Subcontractor (collectively, the “Servicer Information”), or
          (B) the omission or alleged omission to state in the Servicer Information
          a
          material fact required to be stated in the Servicer Information or necessary
          in
          order to make the statements therein, in the light of the circumstances
          under
          which they were made, not misleading; provided, by way of clarification,
          that
          clause (B) of this paragraph shall be construed solely by reference to
          the
          Servicer Information and not to any other information communicated in connection
          with a sale or purchase of securities, without regard to whether the Servicer
          Information or any portion thereof is presented together with or separately
          from
          such other information;

         

        (ii)
          any
          breach by the Servicer of its obligations under this Section 10.02, including
          particularly any failure by the Servicer, any Subservicer or any Subcontractor
          to deliver any information, report, certification, accountants’ letter or other
          material when and as required under this Section 10.02, including any failure
          by
          the Servicer to identify pursuant to Section 11.15 any Subcontractor
“participating in the servicing function” within the meaning of Item 1122 of
          Regulation AB; 

         

        (iii)
          any
          breach by the Servicer of a representation or warranty set forth in Section
          Article III or in a writing furnished pursuant to clause (h) of Article
          III and
          made as of a date prior to the closing date of the related Pass-Through
          Transfer, to the extent that such breach is not cured by such closing date,
          or
          any breach by the Servicer of a representation or warranty in a writing
          furnished pursuant to clause (h) of Article III to the extent made as of
          a date
          subsequent to such closing date; or

         

        (iv)
          the
          negligence bad faith or willful misconduct of the Servicer in connection
          with
          its performance under this Section 10.02.

         

        If
          the
          indemnification provided for herein is unavailable or insufficient to hold
          harmless an Indemnified Party, then the Servicer agrees that it shall contribute
          to the amount paid or payable by such Indemnified Party as a result of
          any
          claims, losses, damages or liabilities incurred by such Indemnified Party
          in
          such proportion as is appropriate to reflect the relative fault of such
          Indemnified Party on the one hand and the Servicer on the other. 

         

        In
          the
          case of any failure of performance described above, the Servicer shall
          promptly
          reimburse the Owner, any Depositor, as applicable, and each Person responsible
          for the preparation, execution or filing of any report required to be filed
          with
          the Commission with respect to such Pass-Through Transfer, or for execution
          of a
          certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
          Act with respect to such Pass-Through Transfer, for all costs reasonably
          incurred by each such party in order to obtain the information, report,
          certification, accountants’ letter or other material not delivered pursuant to
          this Section or Section 6.04 or Section 6.09 as required by the Servicer,
          any
          Subservicer or any Subcontractor.

         

        This
          indemnification shall survive the termination of this Agreement or the
          termination of any party to this Agreement.

         

        All
          Mortgage Loans not sold or transferred pursuant to a Whole Loan Transfer
          or Pass
          Through Transfer shall be subject to this Agreement and shall continue
          to be
          serviced in accordance with the terms of this Agreement and with respect
          thereto
          this Agreement shall remain in full force and effect.

         

        Section
          10.03. Master
          Servicer.
          

         

        The
          Servicer, including any successor servicer hereunder, shall be subject
          to the
          supervision of the Master Servicer, which Master Servicer shall be obligated
          to
          ensure that the Servicer services the Mortgage Loans in accordance with
          the
          provisions of this Agreement. The Master Servicer, acting on behalf of
          the
          Owner, shall have the same rights as the Owner to enforce the obligations
          of the
          Servicer under this Agreement. The Master Servicer, or the entity specified
          in
          the related pooling and servicing agreement, shall be entitled to terminate
          the
          rights and obligations of the Servicer under this Agreement upon the failure
          of
          the Servicer to perform any of its obligations under this Agreement if
          such
          failure constitutes an Event of Default as provided in Article IX of this
          Agreement. Notwithstanding anything to the contrary, in no event shall
          the
          Master Servicer assume any of the obligations of the Owner under this
          Agreement.

         

        ARTICLE
          XI

        MISCELLANEOUS
          PROVISIONS

         

        Section
          11.01. Successor
          to the Servicer.
          

         

        Prior
          to
          termination of the Servicer's responsibilities and duties under this Agreement
          pursuant to Sections 8.04, 9.01 or 10.01(ii), the Owner shall (i) succeed
          to and
          assume all of the Servicer's responsibilities, rights, duties and obligations
          under this Agreement, or (ii) appoint a successor having the characteristics
          set
          forth in Section 8.02 hereof and which shall succeed to all rights and
          assume
          all of the responsibilities, duties and liabilities of the Servicer under
          this
          Agreement prior to the termination of the Servicer's responsibilities,
          duties
          and liabilities under this Agreement. In connection with such appointment
          and
          assumption, the Owner may make such arrangements for the compensation of
          such
          successor out of payments on Mortgage Loans as the Owner and such successor
          shall agree. In the event that the Servicer's duties, responsibilities
          and
          liabilities under this Agreement should be terminated pursuant to the
          aforementioned sections, the Servicer shall discharge such duties and
          responsibilities during the period from the date it acquires knowledge
          of such
          termination until the effective date thereof with the same degree of diligence
          and prudence which it is obligated to exercise under this Agreement, and
          shall
          take no action whatsoever that might impair or prejudice the rights or
          financial
          condition of its successor. The resignation or removal of the Servicer
          pursuant
          to the aforementioned sections shall not become effective until a successor
          shall be appointed pursuant to this section and shall in no event relieve
          the
          Servicer of the representations and warranties made pursuant to Article
          III and
          the remedies available to the Owner under Section 8.01, it being understood
          and
          agreed that the provisions of such Article III and Section 8.01 shall be
          applicable to the Servicer notwithstanding any such resignation or termination
          of the Servicer, or the termination of this Agreement.

         

        Any
          successor appointed as provided herein shall execute, acknowledge and deliver
          to
          the Servicer and to the Owner an instrument accepting such appointment,
          whereupon such successor shall become fully vested with all the rights,
          powers,
          duties, responsibilities, obligations and liabilities of the Servicer,
          with like
          effect as if originally named as a party to this Agreement. Any termination
          or
          resignation of the Servicer or this Agreement pursuant to Section 8.04,
          9.01 or
          10.01 shall not affect any claims that the Owner may have against the Servicer
          arising prior to any such termination or resignation.

         

        The
          Servicer shall promptly deliver to the successor the funds in the Custodial
          Account and the Escrow Account and the Servicing Files and related documents
          and
          statements held by it hereunder and the Servicer shall account for all
          funds.
          The Servicer shall execute and deliver such instruments and do such other
          things
          all as may reasonably be required to more fully and definitely vest and
          confirm
          in the successor all such rights, powers, duties, responsibilities, obligations
          and liabilities of the Servicer. The successor shall make such arrangements
          as
          it may deem appropriate to reimburse the Servicer for unrecovered Monthly
          Advances and Servicing Advances which the successor retains hereunder and
          which
          would otherwise have been recovered by the Servicer pursuant to this Agreement
          but for the appointment of the successor servicer.

         

        Upon
          a
          successor's acceptance of appointment as such, the Servicer shall notify
          the
          Owner of such appointment.

         

        All
          reasonable costs and expenses incurred in connection with replacing the
          Servicer
          upon its resignation or the termination of the Servicer in accordance with
          the
          terms of this Agreement, including, without limitation, (i) all legal costs
          and
          expenses and all due diligence costs and expenses associated with an evaluation
          of the potential termination of the Servicer as a result of an Event of
          Default
          and (ii) all costs and expenses associated with the complete transfer of
          servicing, including all servicing files and all servicing data and the
          completion, correction or manipulation of such servicing data as may be
          required
          by the successor servicer to correct any errors or insufficiencies in the
          servicing data or otherwise to enable the successor service to service
          the
          Mortgage Loans in accordance with this Agreement, shall be payable on demand
          by
          the resigning or terminated Servicer without any right of reimbursement
          therefor.

         

        Section
          11.02. Amendment.
          

         

        This
          Agreement may be amended from time to time by the Servicer and the Owner
          by
          written agreement signed by the Servicer and the Owner.

         

        Section
          11.03. Recordation
          of Agreement.
          

         

        To
          the
          extent permitted by applicable law, this Agreement is subject to recordation
          in
          all appropriate public offices for real property records in all the counties
          or
          other comparable jurisdictions in which any of all the properties subject
          to the
          Mortgages are situated, and in any other appropriate public recording office
          or
          elsewhere, such recordation to be effected by the Servicer at the Owner's
          expense on direction of the Owner accompanied by an opinion of counsel
          to the
          effect that such recordation materially and beneficially affects the interest
          of
          the Owner or is necessary for the administration or servicing the Mortgage
          Loans.

         

        Section
          11.04. Governing
          Law.
          

         

        THIS
          AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
          LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
          OF LAWS. THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
          SHALL BE
          DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         

        Section
          11.05. Notices.
          

         

        Any
          demands, notices or other communications permitted or required hereunder
          shall
          be in writing and shall be deemed conclusively to have been given if personally
          delivered at or mailed by registered mail, postage prepaid, and return
          receipt
          requested or transmitted by telecopier and confirmed by a similar mailed
          writing, as follows:

         

        (i) if
          to the
          Servicer:

        


        EMC
          Mortgage Corporation

        2780
          Lake
          Vista Drive

        Lewisville,
          Texas 75067

        Attention:
          General Counsel

        Telecopier
          No.: (469) 759-4714

        


        (ii) if
          to the
          Owner:

        


        Bear,
          Stearns & Co. Inc.

        383
          Madison Ave.

        New
          York,
          New York 10179

        Attention:
          Global Credit Administration

        Telecopier
          No.: (212) 272-3751 

         

        (iii) if
          to the
          Master Servicer:

        


        EMC
          Mortgage Corporation

        2780
          Lake
          Vista Drive

        Lewisville,
          Texas 75067

        Attention:
          Michelle Viner

        Telecopier
          No.: (214) 626-4889

        Email:
          mviner@bear.com 

         

        or
          such
          other address as may hereafter be furnished to the other party by like
          notice.
          Any such demand, notice, or communication hereunder shall be deemed to
          have been
          received on the date delivered to or received at the premises of the address
          (as
          evidenced, in the case of registered or certified mail, by the date noted
          on the
          return receipt).

         

        Section
          11.06. Severability
          of Provisions.
          

         

        Any
          part,
          provision, representation or warranty of this Agreement which is prohibited
          or
          which is held to be void or unenforceable shall be ineffective to the extent
          of
          such prohibition or unenforceability without invalidating the remaining
          provisions hereof. Any part, provision, representation or warranty of this
          Agreement which is prohibited or unenforceable or is held to be void or
          unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction,
          to the extent of such prohibition or unenforceability without invalidating
          the
          remaining provisions hereof, and any such prohibition or unenforceability
          in any
          jurisdiction as to any Mortgage Loan shall not invalidate or render
          unenforceable such provision in any other jurisdiction. To the extent permitted
          by applicable law, the parties hereto waive any provision of law which
          prohibits
          or renders void or unenforceable any provision hereof. If the invalidity
          of any
          part, provision, representation or warranty of this Agreement shall deprive
          any
          party of the economic benefit intended to be conferred by this Agreement,
          the
          parties shall negotiate, in good faith, to develop a structure the economic
          effect of which is nearly as possible the same as the economic effect of
          this
          Agreement without regard to such invalidity.

         

        Section
          11.07. Exhibits

         

        The
          exhibits to this Agreement are hereby incorporated and made a part hereof
          and
          are an integral part of this Agreement.

         

        Section
          11.08. General
          Interpretive Principles.
          

         

        For
          purposes of this Agreement, except as otherwise expressly provided or unless
          the
          context otherwise requires:

         

        (i) the
          terms
          defined in this Agreement have the meanings assigned to them in this Agreement
          and include the plural as well as the singular, and the use of any gender
          herein
          shall be deemed to include the other gender;

         

        (ii) accounting
          terms not otherwise defined herein have the meanings assigned to them in
          accordance with generally accepted accounting principles;

         

        (iii) references
          herein to "Articles," "Sections," "Subsections," "Paragraphs," and other
          subdivisions without reference to a document are to designated Articles,
          Sections, Subsections, Paragraphs and other subdivisions of this
          Agreement;

         

        (iv) a
          reference to a Subsection without further reference to a Section is a reference
          to such Subsection as contained in the same Section in which the reference
          appears, and this rule shall also apply to Paragraphs and other
          subdivisions;

         

        (v) the
          words
          "herein," "hereof," "hereunder" and other words of similar import refer
          to this
          Agreement as a whole and not to any particular provision; and 

         

        (vi) the
          term
          "include" or "including" shall mean without limitation by reason of
          enumeration.

         

        Section
          11.09. Reproduction
          of Documents.
          

         

        This
          Agreement and all documents relating hereto, including, without limitation,
          (i)
          consents, waivers and modifications which may hereafter be executed, (ii)
          documents received by any party at the closing, and (iii) financial statements,
          certificates and other information previously or hereafter furnished, may
          be
          reproduced by any photographic, photostatic, microfilm, micro-card, miniature
          photographic or other similar process. The parties agree that any such
          reproduction shall be admissible in evidence as the original itself in
          any
          judicial or administrative proceeding, whether or not the original is in
          existence and whether or not such reproduction was made by a party in the
          regular course of business, and that any enlargement, facsimile or further
          reproduction of such reproduction shall likewise be admissible in
          evidence.

         

        Section
          11.10. Confidentiality
          of Information.
          

         

        Each
          party recognizes that, in connection with this Agreement, it may become
          privy to
          non-public information regarding the financial condition, operations and
          prospects of the other party. Except as required to be disclosed by law,
          each
          party agrees to keep all non-public information regarding the other party
          strictly confidential, and to use all such information solely in order
          to
          effectuate the purpose of this Agreement.

         

        Section
          11.11. Assignment
          by the Owner.
          

         

        The
          Owner
          shall have the right, without the consent of the Servicer hereof, to assign,
          in
          whole or in part, its interest under this Agreement with respect to some
          or all
          of the Mortgage Loans, and designate any person to exercise any rights
          of the
          Owner hereunder, by executing an assignment and assumption agreement reasonably
          acceptable to the Servicer and the assignee or designee shall accede to
          the
          rights and obligations hereunder of the Owner with respect to such Mortgage
          Loans. In no event shall Owner sell a partial interest in any Mortgage
          Loan. All
          references to the Owner in this Agreement shall be deemed to include its
          assignees or designees. It is understood and agreed between the Owners
          and the
          Servicer that no more than five (5) Persons shall have the right of owner
          under
          this Agreement at any one time.

         

        Section
          11.12. No
          Partnership.
          

         

        Nothing
          herein contained shall be deemed or construed to create a co-partnership
          or
          joint venture between the parties hereto and the services of the Servicer
          shall
          be rendered as an independent contractor and not as agent for
          Owner.

         

        Section
          11.13. Execution,
          Successors and Assigns.
          

         

        This
          Agreement may be executed in one or more counterparts and by the different
          parties hereto on separate counterparts, each of which, when so executed,
          shall
          be deemed to be an original; such counterparts, together, shall constitute
          one
          and the same agreement. Subject to Section 8.05, this Agreement shall inure
          to
          the benefit of and be binding upon the Servicer and the Owner and their
          respective successors and assigns.

         

        Section
          11.14. Entire
          Agreement.
          

         

        Each
          of
          the Servicer and the Owner acknowledge that no representations, agreements
          or
          promises were made to it by the other party or any of its employees other
          than
          those representations, agreements or promises specifically contained herein.
          This Agreement sets forth the entire understanding between the parties
          hereto
          and shall be binding upon all successors of both parties.

         

        Section
          11.15. Use
          of
          Subservicers and Subcontractors.

        


        (a) The
          Servicer shall not hire or otherwise utilize the services of any Subservicer
          to
          fulfill any of the obligations of the Servicer as servicer under this Agreement
          or any Reconstitution Agreement unless the Servicer complies with the provisions
          of paragraph (b) of this Section. The Servicer shall not hire or otherwise
          utilize the services of any Subcontractor, and shall not permit any Subservicer
          to hire or otherwise utilize the servicers of any Subcontractor, to fulfill
          any
          of the obligations of the Servicer as servicer under this Agreement or
          any
          Reconstitution Agreement unless the Servicer complies with the provisions
          of
          paragraph (d) of this Section. The Servicer must notify the Owner, the
          Master
          Servicer and any Depositor in writing of any affiliations or relationships
          that
          develop following the closing date between the Servicer or any Subservicer.
          

        


        (b) The
          Servicer shall cause any Subservicer used by the Servicer (or by any
          Subservicer) for the benefit of the Owner and any Depositor to comply with
          the
          provisions of this Section and with clauses (g) and (j) of Article III,
          Sections
          6.04, 6.09 and 10.02 of this Agreement to the same extent as if such Subservicer
          were the Owner, and to provide the information required with respect to
          such
          Subservicer under Section 3.01(i) of this Agreement. The Servicer shall
          be
          responsible for obtaining from each Subservicer and delivering to the Owner,
          the
          Master Servicer and any Depositor any Annual Statement of Compliance required
          to
          be delivered by such Subservicer under Section 6.04(a), any Assessment
          of
          Compliance and Attestation Report required to be delivered by such Subservicer
          under Section 6.09, any Annual Certification required under Section 6.04(b),
          any
          Additional Form 10-D Disclosure and any Form 8-K Disclosure Information,
          as and
          when required to be delivered.

        


        (c) The
          Servicer shall promptly upon request provide to the Owner, the Master Servicer
          and any Depositor (or any designee of the Depositor, such as an administrator)
          a
          written description (in form and substance satisfactory to the Owner, the
          Master
          Servicer and such Depositor) of the role and function of each Subcontractor
          utilized by the Servicer or any Subservicer, specifying (i) the identity
          of each
          such Subcontractor, (ii) which (if any) of such Subcontractors are
“participating in the servicing function” within the meaning of Item 1122 of
          Regulation AB, and (iii) which elements of the Servicing Criteria will
          be
          addressed in assessments of compliance provided by each Subcontractor identified
          pursuant to clause (ii) of this paragraph.

        


        (d) As
          a condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
          Regulation AB, the Servicer shall cause any such Subcontractor used by
          the
          Servicer (or by any Subservicer) for the benefit of the Owner and any Depositor
          to comply with the provisions of Sections 6.07 and 10.02 of this Agreement
          to
          the same extent as if such Subcontractor were the Servicer. The Servicer
          shall
          be responsible for obtaining from each Subcontractor and delivering to
          the Owner
          and any Depositor any Assessment of Compliance and Attestation Report and
          other
          certificates required to be delivered by such Subservicer and such Subcontractor
          under Section 6.09 (and any Annual Certification required under Section
          6.09(b)), in each case as and when required to be delivered.

        


        11.16. Third
          Party Beneficiary

         

        For
          purposes of this Agreement, each Master Servicer shall be considered a
          third
          party beneficiary to this Agreement, entitled to all the rights and benefits
          hereof as if it were a direct party to this Agreement.

         


        IN
          WITNESS WHEREOF, the Servicer and the Owner have caused their names to
          be signed
          hereto by their respective officers thereunto duly authorized as of the
          date and
          year first above written.

         

        
          
            	 	 	 	 	 	 	 	
                    EMC
                      MORTGAGE CORPORATION,

                    as
                      Servicer

                  
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                    By:

                  	
                     

                  
	 	 	 	 	 	 	 	
                    Name:

                  	 
	 	 	 	 	 	 	 	
                    Title:

                  	 


          

           

           

          
            
              	 	 	 	 	 	 	 	
                      
                        STRUCTURED
                          ASSET MORTGAGE INVESTMENTS II
                          INC.,

                        as
                          Owner

                      

                    
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                      By:

                    	
                       

                    
	 	 	 	 	 	 	 	
                      Name:

                    	Baron
                      Silverstein
	 	 	 	 	 	 	 	
                      Title:

                    	Vice
                      President


            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A

        


        MORTGAGE
          LOAN SCHEDULE

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B

        


        CUSTODIAL
          ACCOUNT LETTER AGREEMENT

        (date)

        
 

        
          	To:
                  	 	 	 
	 	 	 	 
	 	 	 	 
	 	
                  (the
                    "Depository")

                	 	 


        

         

        As
          "Servicer" under the Servicing Agreement, dated as of April 1, 2007, (the
          "Agreement"), we hereby authorize and request you to establish an account,
          as a
          Custodial Account pursuant to Section 4.04 of the Agreement, to be designated
          as
          "EMC Custodial Account, in trust for SAMI II, Owner of Whole Loan Mortgages,
          and
          various Mortgagors." All deposits in the account shall be subject to withdrawal
          therefrom by order signed by the Servicer. You may refuse any deposit which
          would result in violation of the requirement that the account be fully
          insured
          as described below. This letter is submitted to you in duplicate. Please
          execute
          and return one original to us.

         

        
          
            	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	
                    By:

                  	 	 	 
	 	
                    Name:

                  	 	 	 
	 	
                    Title:

                  	 	 	 


          

        

         

        The
          undersigned, as "Depository", hereby certifies that the above described
          account
          has been established under Account Number __________, at the office of
          the
          depository indicated above, and agrees to honor withdrawals on such account
          as
          provided above. The full amount deposited at any time in the account will
          be
          insured up to applicable limits by the Federal Deposit Insurance Corporation
          through the Bank Insurance Fund or the Savings Association Insurance Fund
          or
          will be invested in Permitted Investments as defined in the
          Agreement.

         

        
          
            	 	[         ]	 	 	 	 	 	 	 	 
	 	(name
                    of
                    Depository)	 	 	 	 	 	 	 	 
	 	
                    By:

                  	 	 	 
	 	
                    Name:

                  	 	 	 
	 	
                    Title:

                  	 	 	 


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          C

        


        ESCROW
          ACCOUNT LETTER AGREEMENT

        


        (date)

         

        
          
            	To:
                    	 	 	 
	 	 	 	 
	 	 	 	 
	 	
                    (the
                      "Depository")

                  	 	 


          

        

        


        As
          "Servicer" under the Servicing Agreement, dated as of April 1, 2007 (the
          "Agreement"), we hereby authorize and request you to establish an account,
          as an
          Escrow Account pursuant to Section 4.06 of the Agreement, to be designated
          as
          "EMC Escrow Account, in trust for SAMI II, Owner of Whole Loan Mortgages,
          and
          various Mortgagors." All deposits in the account shall be subject to withdrawal
          therefrom by order signed by the Servicer. You may refuse any deposit which
          would result in violation of the requirement that the account be fully
          insured
          as described below. This letter is submitted to you in duplicate. Please
          execute
          and return one original to us.

         

        
          
            
              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	
                      By:

                    	 	 	 
	 	
                      Name:

                    	 	 	 
	 	
                      Title:

                    	 	 	 


            

          

           

          The
            undersigned, as "Depository", hereby certifies that the above described
            account
            has been established under Account Number __________, at the office of
            the
            depository indicated above, and agrees to honor withdrawals on such account
            as
            provided above. The full amount deposited at any time in the account
            will be
            insured up to applicable limits by the Federal Deposit Insurance Corporation
            through the Bank Insurance Fund or the Savings Association Insurance
            Fund or
            will be invested in Permitted Investments as defined in the
            Agreement.

           

          
            
              	 	[         ]	 	 	 	 	 	 	 	 
	 	(name
                      of
                      Depository)	 	 	 	 	 	 	 	 
	 	
                      By:

                    	 	 	 
	 	
                      Name:

                    	 	 	 
	 	
                      Title:

                    	 	 	 


            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          D

        


        REQUEST
          FOR RELEASE OF DOCUMENTS

        


         

        
          
            	 	
                    To:

                  	
                    U.S.
                      Bank National Association

                  


          

           

          
            
              	 	
                       

                    	
                      One
                        Federal Street, 3rd Floor

                    


            

             

            
              
                	 	
                         

                      	
                        Boston,
                          MA 02110

                      


              

               

              
                
                  	 	
                           

                        	
                          Attn:
                            ________________

                        


                

              

            

          

        

         

        


        
          	 	
                  Re:

                	
                  Custodial
                    Agreement dated as of April 30, 2007, between EMC Mortgage Corporation
                    and
                    U.S. Bank National Association, as
                    Custodian

                


        

        


        In
          connection with the administration of the Mortgage Loans held by you as
          Custodian for the Owner pursuant to the above-captioned Custody Agreement,
          we
          request the release, and hereby acknowledge receipt, of the Custodian's
          Mortgage
          File for the Mortgage Loan described below, for the reason
          indicated.

         

        Mortgage
          Loan Number:

        


        Mortgagor
          Name, Address & Zip Code:

        


        Reason
          for Requesting Documents (check one):

         

        _______  1. Mortgage
          Paid in Full

         

        _______  2. Foreclosure

         

        _______  3.
           Substitution

         

        _______  4. Other
          Liquidation (Repurchases, etc.)

         

        _______  5. Nonliquidation
          [Reason:_______________________________]

         

        

          
            	
                    Address
                      to which Custodian should

                  	 	 
	
                    Deliver
                      the Custodian's Mortgage File:

                     

                  	 	
                     

                     

                    
                      

                    

                     

                  
	 	 	
                    
                      
 

                  
	 	 	
                    
                      
 

                  
	 	 	 
	 	 	 
	 	By:	
                     

                    
                      

                    

                     

                  
	 	 	
                    (authorized
                      signer)

                     

                  
	 	Issuer: 	
                    
                       

                      
                        

                      

                    

                  
	 	Address: 	
                    
                       

                      
                        

                      

                    

                  
	 	 	
                    
                      
                        

                      

                    

                  
	 	 	 
	 	Date: 	
                    
                       

                      
                        

                      

                    

                     

                  


          

        

        


        


        Custodian

        


        U.S.
          Bank
          National Association

         

         

        Please
          acknowledge the execution of the above request by your signature and date
          below:

         

        


        ____________________________________
            _________________

         

        Signature      Date

         

        


        Documents
          returned to Custodian:

         

        


        ____________________________________  _________________

         

        Custodian      Date

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        EXHIBIT
          E

         

        EMC
          FORM
          - REMITTANCE OVERVIEW REPORT 

        


        Remittance
          Overview Report:
          Provides loan level detail regarding the remittance that will be submitted
          to
          EMC Master Servicing and contains the following data fields in the order
          below:

        


        
          	
                  Field

                	
                  Field
                    Description

                
	
                  Deal
                    Name

                	
                  VARCHAR
                    (15)

                
	
                  Master
                    Servicer Loan Number

                	
                  NUMERIC
                    (9,0)

                
	
                  Current
                    Investor Category

                	
                  VARCHAR
                    (5)

                
	
                  Original
                    Investor Category

                	
                  VARCHAR
                    (5)

                
	
                  Servicer
                    Loan Number

                	
                  VARCHAR
                    (15)

                
	
                  Cutoff
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Loan
                    Next Due Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Gross
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Net
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Pending
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Servicing
                    Fee Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  MI
                    Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Scheduled
                    P&I Amount (P & I Constant)

                	
                  NUMERIC
                    (12,2)

                
	
                  ARM
                    Index

                	
                  NUMERIC
                    (7,7)

                
	
                  Pending
                    ARM Index

                	
                  NUMERIC
                    (7,7)

                
	
                  Beginning
                    Scheduled Principal Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Principal Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Principal Curtailment Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Curtailment
                    Adjustment Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Liquidation
                    Principal Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Principal
                    Not Advanced (stop advance loans only)

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Gross Interest

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Interest Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Service Fee Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Soldiers
                    and Sailors Variance

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Interest Not Advanced

                	
                  NUMERIC
                    (12,2)

                
	
                  Prepayment
                    Penalty Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  PMI
                    Premium Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Additional
                    Fees Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Ending
                    Scheduled Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Amount Remitted Total (each loan)

                	
                  NUMERIC
                    (12,2)

                
	
                  Beginning
                    Actual Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Principal Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Curtailments Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Curtailment
                    Adjustment Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Gross
                    Interest Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Interest Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Service
                    Fee Collected

                	
                  NUMERIC
                    (12,2)

                
	
                  Actual
                    Ending Principal Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Liquidation
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Liquidation
                    Type

                	
                  VARCHAR
                    (1)

                
	
                  Gross
                    Liquidation Proceeds

                	
                  NUMERIC
                    (12,2)

                
	
                  Liquidation
                    Expenses

                	
                  NUMERIC
                    (12,2)

                
	
                  Principal
                    and Interest Advanced Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Delinquent
                    Service Fee

                	
                  NUMERIC
                    (12,2)

                
	
                  Calculated
                    Loss to Trust

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Interest Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Collected
                    Interest Not Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Ending
                    Advance Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Soldiers
                    and Sailors Flag

                	
                  VARCHAR
                    (1)

                
	
                  Soldiers
                    and Sailors Old Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Soldiers
                    and Sailors Old P & I

                	
                  NUMERIC
                    (12,2)

                
	
                  Modified
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Stop
                    Advance Flag

                	 
	
                  Stop
                    Advance Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  BPO
                    Value

                	
                  NUMERIC
                    (12,2)

                
	
                  Cash
                    Flow Group

                	
                  VARCHAR
                    (2)

                
	
                  MSP
                    Principal Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Debt
                    Forgiven / Charged Off

                	
                  NUMERIC
                    (12,2)

                
	
                  Mortgagor
                    PITI Payment

                	
                  NUMERIC
                    (12,2)

                
	
                  Bankruptcy
                    Status

                	
                  VARCHAR
                    (2)

                
	
                  Foreclosure
                    Status

                	
                  VARCHAR
                    (2)

                
	
                  Modification
                    Status

                	 
	
                  Interest
                    Only Loan

                	
                  VARCHAR
                    (2)

                
	
                  Escrowed
                    Loan

                	
                  VARCHAR
                    (2)

                
	
                  Monthly
                    Escrow Deposit

                	
                  NUMERIC
                    (12,2)

                
	
                  Escrow
                    Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Escrow
                    Advance Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Restricted
                    Escrow Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Mortgagor
                    Recoverable Corporate Expense Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Non-Recoverable
                    Corporate Expense Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  HUD
                    235 Loan Status

                	
                  VARCHAR
                    (2)

                
	
                  HUD
                    235 Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Late
                    Charge Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Buydown
                    Loan Status

                	
                  VARCHAR
                    (2)

                
	
                  Monthly
                    Buydown Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Monthly
                    Buydown Funds Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Prepayment
                    Penalty Amount Waived

                	
                  NUMERIC
                    (12,2)

                
	
                  Prepayment
                    Penalty Waived Reason Code

                	
                  VARCHAR
                    (3)

                
	
                  Material
                    Breach Status

                	
                  VARCHAR
                    (3)

                
	
                  Material
                    Breach Code

                	
                  VARCHAR
                    (3)

                
	
                  Prefunding
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  3rd
                    Party Recoverable Expenses

                	
                  NUMERIC
                    (12,2)

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          F

         

        EMC
          FORM
          - REMITTANCE SUMMARY REPORT

        


        Remittance
          Summary Report:
          Provides summary data at a deal (investor/category) level regarding the
          remittance that will be submitted to EMC Master Servicing and contains
          the
          following data fields in the order below:

        


        
          	
                  Field

                	
                  Field
                    Description

                
	
                  Deal

                	
                  VARCHAR
                    (15)

                
	
                  Investor
                    

                	
                  VARCHAR
                    (5)

                
	
                  Category

                	
                  VARCHAR
                    (5)

                
	
                  Principal
                    Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Curtailments
                    Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Curtailment
                    Adjustments Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Liquidation
                    Proceeds Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Principal
                    Not Advanced (stop advance loans only)

                	
                  NUMERIC
                    (15,2)

                
	
                  Principal
                    Amounts Called/Collapsed

                	
                  NUMERIC
                    (15,2)

                
	
                  Total
                    Principal Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Interest
                    Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  PMI
                    Premiums Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Soldiers
                    and Sailors Difference

                	
                  NUMERIC
                    (15,2)

                
	
                  Net
                    Interest Not Advanced

                	
                  NUMERIC
                    (15,2)

                
	
                  Non
                    Comp Interest Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Prepayment
                    Penalties Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Total
                    Interest Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Arrearage
                    Amount Remitted

                	
                  NUMERIC
                    (15,2)

                
	
                  Aggregate
                    Loss to Trust 

                  Total
                    Manual Adjustments

                	
                  NUMERIC
                    (15,2)

                
	
                  Debt
                    Forgiven/ Charged Off

                	
                  NUMERIC
                    (15,2)

                
	
                  Additional
                    Fees Collected

                	
                  NUMERIC
                    (15,2)

                
	
                  Total
                    Remittance

                	
                  NUMERIC
                    (15,2)

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          G

        


        FORM
          OF
          SERVICER CERTIFICATION

        


        Re: The
          [ ]
          agreement dated as of [ l,
          200[ ]
          (the “Agreement”), among [IDENTIFY PARTIES]

        


        I,
          ____________________________, the _______________________ of [NAME OF COMPANY]
          (the “Company”), certify to [the Purchaser], [the Depositor], and the [Master
          Servicer] [Trustee], and their officers, with the knowledge and intent
          that they
          will rely upon this certification, that:

         

        I
          have
          reviewed the servicer compliance statement of the Company provided in accordance
          with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
          assessment of the Company’s compliance with the servicing criteria set forth in
          Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
          with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as
          amended
          (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
          Assessment”), the registered public accounting firm’s attestation report
          provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
          Act and
          Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing
          reports, Officer’s Certificates and other information relating to the servicing
          of the Mortgage Loans by the Company during 200[ ] that were delivered
          by the
          Company to the [Depositor] [Master Servicer] [Trustee] pursuant to the
          Agreement
          (collectively, the “Company Servicing Information”);

         

        Based
          on
          my knowledge, the Company Servicing Information, taken as a whole, does
          not
          contain any untrue statement of a material fact or omit to state a material
          fact
          necessary to make the statements made, in the light of the circumstances
          under
          which such statements were made, not misleading with respect to the period
          of
          time covered by the Company Servicing Information;

         

        Based
          on
          my knowledge, all of the Company Servicing Information required to be provided
          by the Company under the Agreement has been provided to the [Depositor]
          [Master
          Servicer] [Trustee];

         

        I
          am
          responsible for reviewing the activities performed by the Company as servicer
          under the Agreement, and based on my knowledge and the compliance review
          conducted in preparing the Compliance Statement and except as disclosed
          in the
          Compliance Statement, the Servicing Assessment or the Attestation Report,
          the
          Company has fulfilled its obligations under the Agreement in all material
          respects; and

         

        The
          Compliance Statement required to be delivered by the Company pursuant to
          this
          Agreement, and the Servicing Assessment and Attestation Report required
          to be
          provided by the Company and by any Subservicer and Subcontractor pursuant
          to the
          Agreement, have been provided to the [Depositor] [Master Servicer]. Any
          material
          instances of noncompliance described in such reports have been disclosed
          to the
          [Depositor] [Master Servicer]. Any material instance of noncompliance with
          the
          Servicing Criteria has been disclosed in such reports.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          H

        


        SUMMARY
          OF REGULATION AB SERVICING
          CRITERIA

        


        NOTE:
          This Exhibit H is provided for convenience of reference only. In the event
          of a
          conflict or inconsistency between the terms of this Exhibit H and the text
          of
          Regulation AB, the text of Regulation AB, its adopting release and other
          public
          statements of the SEC shall control. 

         

        Item
          1122(d)

         

        	(a)  	
                General
                  servicing considerations.

              


         

        (1)  Policies
          and procedures are instituted to monitor any performance or other triggers
          and
          events of default in accordance with the transaction agreements.

         

        (2)  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.

         

        (3)  Any
          requirements in the transaction agreements to maintain a back-up servicer
          for
          the mortgage loans are maintained.

         

        (4)  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.

         

        	(b)  	
                Cash
                  collection and administration.

              


         

        (1)  Payments
          on mortgage loans 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.

         

        (2)  Disbursements
          made via wire transfer on behalf of an obligor or
          to an
          investor are made only by authorized personnel.

         

        (3)  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.

         

        (4)  The
          related accounts for the transaction, such as cash reserve accounts or
          accounts
          established as a form of overcollateralization, are separately maintained
          (e.g.,
          with respect to commingling of cash) as set forth in the transaction
          agreements.

         

        (5)  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.

         

        (6)  Unissued
          checks are safeguarded so as to prevent unauthorized access.

         

        (7)  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.

         

        	(c)  	
                Investor
                  remittances and reporting.

              


         

        (1)  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 mortgage loans serviced by
          the
          Servicer.

         

        (2)  Amounts
          due to investors are allocated and remitted in accordance with timeframes,
          distribution priority and other terms set forth in the transaction
          agreements.

         

        (3)  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.

         

        (4)  Amounts
          remitted to investors per the investor reports agree with cancelled checks,
          or
          other form of payment, or custodial bank statements.

         

        	(d)  	
                Mortgage
                  Loan administration.

              


         

        (1)  Collateral
          or security on mortgage loans is maintained as required by the transaction
          agreements or related mortgage loan documents.

         

        (2)  Mortgage
          loan and related documents are safeguarded as required by the transaction
          agreements.

         

        (3)  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.

         

        (4)  Payments
          on mortgage loans, including any payoffs, made in accordance with the related
          mortgage loan 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 mortgage loan
          documents.

         

        (5)  The
          Servicer’s records regarding the mortgage loans agree with the Servicer’s
          records with respect to an obligor’s unpaid principal balance.

         

        (6)  Changes
          with respect to the terms or status of an obligor’s mortgage loans (e.g., loan
          modifications or re-agings) are made, reviewed and approved by authorized
          personnel in accordance with the transaction agreements and related mortgage
          loan documents.

         

        (7)  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.

         

        (8)  Records
          documenting collection efforts are maintained during the period a mortgage
          loan
          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 mortgage loans including, for example, phone calls, letters
          and
          payment rescheduling plans in cases where delinquency is deemed temporary
          (e.g.,
          illness or unemployment).

         

        (9)  Adjustments
          to interest rates or rates of return for mortgage loans with variable rates
          are
          computed based on the related mortgage loan documents.

         

        (10)  Regarding
          any funds held in trust for an obligor (such as escrow accounts): (A) such
          funds
          are analyzed, in accordance with the obligor’s mortgage loan 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 mortgage loan documents and state laws; and
          (C) such
          funds are returned to the obligor within 30 calendar days of full repayment
          of
          the related mortgage loans, or such other number of days specified in the
          transaction agreements.

         

        (11)  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.

         

        (12)  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.

         

        (13)  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.

         

        (14)  Delinquencies,
          charge-offs and uncollectable accounts are recognized and recorded in accordance
          with the transaction agreements.

         

        (15)  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.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          I

        


        SUMMARY
          OF APPLICABLE REGULATION AB REQUIREMENTS

        


        NOTE:
          This Exhibit I is provided for convenience of reference only. In the event
          of a
          conflict or inconsistency between the terms of this Exhibit I and the text
          of
          Regulation AB, the text of Regulation AB, its adopting release and other
          public
          statements of the SEC shall control.

         

        Item
          1108(b) and (c)

         

        Provide
          the following information with respect to each servicer that will service,
          including interim service, 20% or more of the mortgage loans in any loan
          group
          in the securitization issued in the Pass-Through Transfer:

         

        -a
          description of the Owner’s form of organization;

        


        -a
          description of how long the Servicer has been servicing residential mortgage
          loans; a general discussion of the Servicer’s experience in servicing assets of
          any type as well as a more detailed discussion of the Servicer’s experience in,
          and procedures for the servicing function it will perform under this Agreement
          and any Reconstitution Agreements; information regarding the size, composition
          and growth of the Servicer’s portfolio of mortgage loans of the type similar to
          the Mortgage Loans and information on factors related to the Servicer that
          may
          be material to any analysis of the servicing of the Mortgage Loans or the
          related asset-backed securities, as applicable, including whether any default
          or
          servicing related performance trigger has occurred as to any other
          securitization due to any act or failure to act of the Servicer, whether
          any
          material noncompliance with applicable servicing criteria as to any other
          securitization has been disclosed or reported by the Servicer, and the
          extent of
          outsourcing the Servicer uses;

        


        -a
          description of any material changes to the Servicer’s policies or procedures in
          the servicing function it will perform under this Agreement and any
          Reconstitution Agreements for mortgage loans of the type similar to the
          Mortgage
          Loans during the past three years;

        


        -information
          regarding the Servicer’s financial condition to the extent that there is a
          material risk that the effect on one or more aspects of servicing resulting
          from
          such financial condition could have a material impact on the performance
          of the
          securities issued in the Pass-Through Transfer, or on servicing of mortgage
          loans of the same asset type as the Mortgage Loans;

        


        -any
          special or unique factors involved in servicing loans of the same type
          as the
          Mortgage Loans, and the Servicer’s processes and procedures designed to address
          such factors;

        


        -statistical
          information regarding principal and interest advances made by the Servicer
          on
          the Mortgage Loans and the Servicer’s overall servicing portfolio for the past
          three years; and

        


        -the
          Owner’s process for handling delinquencies, losses, bankruptcies and recoveries,
          such as through liquidation of REO Properties, foreclosure, sale of the
          Mortgage
          Loans or workouts.

        


        Item
          1117

        


        -describe
          any legal proceedings pending against the Servicer or against any of its
          property, including any proceedings known to be contemplated by governmental
          authorities, that may be material to the holders of the securities issued
          in the
          Pass-Through Transfer.

        


        Item
          1119(a)

         

        -describe
          any affiliations of the Servicer, each other originator of the Mortgage
          Loans
          and each Subservicer with the sponsor, depositor, issuing entity, trustee,
          any
          originator, any other servicer, any significant obligor, enhancement or
          support
          provider or any other material parties related to the Pass-Through
          Transfer.

        


        Item
          1119(b)

        


        -describe
          any business relationship, agreement, arrangement, transaction or understanding
          entered into outside of the ordinary course of business or on terms other
          than
          those obtained in an arm’s length transaction with an unrelated third party,
          apart from the Pass-Through Transfer, between the Servicer, each other
          originator of the Mortgage Loans and each Subservicer, or their respective
          affiliates, and the sponsor, depositor or issuing entity or their respective
          affiliates, that exists currently or has existed during the past two years,
          that
          may be material to the understanding of an investor in the securities issued
          in
          the Pass-Through Transfer.

        


        Item
          1119(c)

        


        -describe
          any business relationship, agreement, arrangement, transaction or understanding
          involving or relating to the Mortgage Loans or the Pass-Through Transfer,
          including the material terms and approximate dollar amount involved, between
          the
          Servicer, each other originator of the Mortgage Loans and each Subservicer,
          or
          their respective affiliates and the sponsor, depositor or issuing entity
          or
          their respective affiliates, that exists currently or has existed during
          the
          past two years.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        EXHIBIT
          J

        


        SERVICING
          CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

        


        SERVICING
          CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

        (RMBS
          unless otherwise noted)

        


        Key:

        X
          -
          obligation

         

        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.

         

        
          	
                  RegAB
                    Reference

                	
                  Servicing
                    Criteria

                	
                  Servicers

                


        

        
          	 	
                  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.

                	
                  X

                
	 	
                  Cash
                    Collection and Administration

                	 
	
                  1122(d)(2)(i)

                	
                  Payments
                    on pool assets are deposited into the appropriate custodial bank
                    accounts
                    and related bank clearing accounts no more than two business
                    days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements.

                	
                  X

                
	
                  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.

                	
                  X

                
	
                  1122(d)(4)(ii)

                	
                  Pool
                    assets and related documents are safeguarded as required by the
                    transaction agreements

                	
                  X

                
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements.

                	
                  X

                
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on pool assets, including any payoffs, made in accordance with
                    the related
                    pool asset documents are posted to the Servicer’s obligor records
                    maintained no more than two business days after receipt, or such
                    other
                    number of days specified in the transaction agreements, and allocated
                    to
                    principal, interest or other items (e.g., escrow) in accordance
                    with the
                    related pool asset documents.

                	
                  X

                
	
                  1122(d)(4)(v)

                	
                  The
                    Servicer’s records regarding the pool assets agree with the Servicer’s
                    records with respect to an obligor’s unpaid principal
                    balance.

                	
                  X

                
	
                  1122(d)(4)(vi)

                	
                  Changes
                    with respect to the terms or status of an obligor's pool assets
                    (e.g.,
                    loan modifications or re-agings) are made, reviewed and approved
                    by
                    authorized personnel in accordance with the transaction agreements
                    and
                    related pool asset documents.

                	
                  X

                
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a pool
                    asset is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent pool assets including, for
                    example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or
                    unemployment).

                	
                  X

                
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for pool assets with variable
                    rates
                    are computed based on the related pool asset documents.

                	
                  X

                
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s pool asset documents,
                    on at least an annual basis, or such other period specified in
                    the
                    transaction agreements; (B) interest on such funds is paid, or
                    credited,
                    to obligors in accordance with applicable pool asset documents
                    and state
                    laws; and (C) such funds are returned to the obligor within 30
                    calendar
                    days of full repayment of the related pool assets, or such other
                    number of
                    days specified in the transaction agreements.

                	
                  X

                
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements.

                	
                  X

                
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the Servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission.

                	
                  X

                
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements.

                	
                  X

                
	
                  1122(d)(4)(xiv)

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements.

                	
                  X

                
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements.

                	
                   

                


        

        


        

          
            	 	 	 	 	 	 	 	[NAME
                    OF
                    OWNER] [NAME OF SUBSERVICER]
	 	 	 	 	 	 	 	Date:	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                    By:

                  	
                     

                  
	 	 	 	 	 	 	 	
                    Name:

                  	 
	 	 	 	 	 	 	 	
                    Title:

                  	 


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          K

        


        EMC
          FORM
          - DEFAULT OVERVIEW REPORT

        


        Default
          Overview Report:
          Provides loan level detail regarding the defaulted loans that are being
          serviced
          and reported to EMC Master Servicing. The report contains the following
          data
          fields in the order below:

        


        
          	
                  Field

                	
                  Field
                    Description

                
	
                  Servicer
                    loan number 

                	
                  VARCHAR
                    (15)

                
	
                  SBO
                    loan number

                	
                  VARCHAR
                    (9)

                
	
                  Zip
                    Code

                	
                  VARCHAR
                    (5)

                
	
                  Original
                    loan amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Original
                    value amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Origination
                    date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Loan
                    type

                	
                  VARCHAR
                    (2)

                
	
                  Actual
                    due date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Current
                    loan amount

                	
                  NUMERIC
                    (12,2) 

                
	
                  Corporate
                    expense balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Escrow
                    balance/advance balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Suspense
                    balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Restricted
                    escrow balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Current
                    Value date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Current
                    value amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Current
                    value source

                	
                  VARCHAR
                    (15)

                
	
                  VA
                    LGC/ FHA Case number

                	
                  VARCHAR
                    (15)

                
	
                  %
                    of MI coverage 

                	
                  NUMERIC
                    (7,7)

                
	
                  MI
                    certificate number

                	
                  VARCHAR
                    (15)

                
	
                  LPMI
                    Cost

                	
                  NUMERIC
                    (7,7)

                
	
                  Occupancy
                    status

                	
                  VARCHAR
                    (1)

                
	
                  First
                    vacancy date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Property
                    condition

                	
                  VARCHAR
                    (2)

                
	
                  Property
                    type

                	
                  VARCHAR
                    (2)

                
	
                  Delinquency
                    flag

                	
                  VARCHAR
                    (2)

                
	
                  Reason
                    for default

                	
                  VARCHAR
                    (2)

                
	
                  FNMA
                    action code

                	
                  VARCHAR
                    (3)

                
	
                  FNMA
                    delinquency reason code

                	
                  VARCHAR
                    (3)

                
	
                  Loss
                    mit flag

                	
                  VARCHAR
                    (2)

                
	
                  Loss
                    mit type

                	
                  VARCHAR
                    (2)

                
	
                  Loss
                    mit approval date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Loss
                    mit removal date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Repay
                    first due date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Repay
                    next due date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Repay
                    plan broken/reinstated/closed date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Repay
                    plan created date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Foreclosure
                    flag

                	
                  VARCHAR
                    (2)

                
	
                  Foreclosure
                    attorney referral date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    first legal date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Date
                    FC sale scheduled

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Foreclosure
                    actual sale date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    redemption end date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    eviction complete date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    eviction start date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Bankruptcy
                    flag

                	
                  VARCHAR
                    (2)

                
	
                  Actual
                    bankruptcy start date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Bankruptcy
                    chapter

                	
                  VARCHAR
                    (2)

                
	
                  Bankruptcy
                    Case Number

                	
                  VARCHAR
                    (15)

                
	
                  Post
                    petition due date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    discharge date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Date
                    relief/dismissal granted

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    MI claim filed date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Actual
                    MI claim amount filed

                	
                  NUMERIC
                    (12,2)

                
	
                  MI
                    claim amount paid

                	
                  NUMERIC
                    (12,2)

                
	
                  MI
                    claim funds received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Title
                    approval letter received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Title
                    package HUD/VA date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  FHA
                    27011A transmitted date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  FHA
                    Part A funds received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  FHA
                    27011 B transmitted date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  FHA
                    Part B funds received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    NOE submitted date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    first funds received amount

                	
                  NUMERIC
                    (12,2)

                
	
                  VA
                    first funds received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    claim funds received date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    claim submitted date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  VA
                    claims funds received amount

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    flag

                	
                  VARCHAR
                    (2)

                
	
                  REO
                    repaired value

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    value (as is)

                	
                  NUMERIC
                    (12,2)

                


        

        
          	
                  REO
                    value date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    value source

                	
                  VARCHAR
                    (15)

                
	
                  REO
                    original list date 

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    original list price

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    list price adjustment amount

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    list price adjustment date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Date
                    REO offer received

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Date
                    REO offer accepted

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    scheduled close date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    actual closing date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  REO
                    sales price

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    net sales proceeds

                	
                  NUMERIC
                    (12,2)

                
	
                  Estimated
                    loss

                	
                  NUMERIC
                    (12,2)

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          L

        


        EMC
          FORM
          - DELINQUENCY SUMMARY REPORT

        


        Delinquency
          Summary Report:
          Provides summary data at the servicer investor level regarding loan performance
          that will be submitted to EMC Master Servicing and contains the following
          data
          fields in the order below:

         

        
          	
                  Field

                	
                  Field
                    Description

                
	
                  Servicer
                    Investor Number

                	
                  VARCHAR
                    (5)

                
	
                  Mortgage
                    Group

                	
                  VARCHAR
                    (1)

                
	
                  Performance
                    type (Current, 30 days, 60 days, 90+ days, Foreclosure, Bankruptcy
                    or
                    PIF)

                	
                  VARCHAR
                    (6)

                
	
                  Count
                    of Loans

                	
                  NUMERIC
                    (10,0)

                
	
                  Percent
                    of Investor Number

                	
                  NUMERIC
                    (7,7)

                
	
                  Deal
                    UPB

                	
                  NUMERIC
                    (14,2)

                
	
                  Percent
                    of Deal UPB

                	
                  NUMERIC
                    (7,7)

                
	
                  Arrears
                    Balance

                	
                  NUMERIC
                    (14,2)

                
	
                  Percent
                    of Arrears Balance

                	
                  NUMERIC
                    (7,7)

                
	
                  Foreclosure
                    Quick Sale

                	
                  NUMERIC
                    (12,2)

                
	
                  REO
                    Book Value

                	
                  NUMERIC
                    (12,2)

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        EXHIBIT
          M

        


        EMC
          FORM
          - CALCULATION OF GAIN-LOSS DELINQUENT LOANS

        


        EMC
          Master Servicing Calculation of Gain/Loss on Delinquent Loan
          Worksheet

         

        
          
            	
                    Date:

                  	 	 	 	 	 	 	 	 	 


          

        

                   

         

        
          	
                  Prepared
                    By

                	
                  Phone
                    Number

                	
                  Email
                    Address

                
	 	 	 


        

         

        
          	
                  Servicer
                    Loan Number

                	
                  Servicer
                    Address

                	
                  EMC
                    Loan Number

                
	 	 	 


        

         

        
          	
                  Borrower
                    Name

                	
                  Property
                    Address

                
	
                   

                   

                   

                	 


        

         

        
          	
                  Liquidation
                    Type

                	
                  REO

                	
                  Third
                    Party

                	
                  Short
                    Sale

                	
                  Charge
                    off

                	
                  Deed
                    In Lieu

                
	 	 	 	 	 	 


        

         

         

        
          	Has this loan been previously
                  modified? 	
                   Yes

                	
                   No

                	 
	Has this loan been crammed
                  down in a
                  bankruptcy?	
                   Yes

                	
                   No

                	
                   

                
	
                  If
“Yes”,
                    provide amount  

                	 	 


        

         

        Liquidation
          and Acquisition Expenses:

         

         Amounts
          requiring Amortization Schedule for backup:

         

        
          	
                  Actual
                    Unpaid Principal Balance of Mortgage Loan

                	 
	
                  Interest
                    Accrued at Net Rate Less Servicing Fees

                	 
	
                  Accrued
                    Servicing Fees

                	 


        

         

        Amounts
          requiring Additional backup:

         

        
          	
                  Attorney’s
                    Fees

                   

                	
                  Corporate
                    advance history defining amounts paid, reimbursed, payee and
                    reason
                    codes

                   

                	 
	
                  Attorney’s
                    Costs

                   

                	
                  Corporate
                    advance history defining amounts paid, reimbursed, payee and
                    reason
                    codes

                   

                	 
	
                  Taxes

                   

                	
                  Payment
                    history showing disbursements

                   

                	 
	
                  Property
                    Maintenance

                   

                	
                  Corporate
                    advance history defining amounts paid, reimbursed, payee and
                    reason
                    codes

                   

                	 
	
                  Property
                    Inspection

                   

                	
                  Corporate
                    advance history defining amounts paid, reimbursed, payee and
                    reason
                    codes

                   

                	 
	
                  PMI/Hazard
                    Insurance Premiums

                   

                	
                  Payment
                    history showing disbursements

                   

                	 
	
                  Utility
                    Expenses

                   

                	
                  Payment
                    history showing disbursements

                   

                	 
	
                  Appraisal/BPO
                    Expenses

                   

                	
                  Corporate
                    advance history defining amounts paid, reimbursed, payee and
                    reason
                    codes

                   

                	 
	
                  HOA
                    Dues

                   

                	
                  Payment
                    history showing disbursements

                   

                	 
	
                  Cash
                    For Keys

                   

                	
                  Corporate
                    advance history defining amounts paid, reimbursed, payee and
                    reason
                    codes

                   

                	 
	
                  Miscellaneous
                    (itemized)

                   

                	
                  Requires
                    Itemization and supporting detail

                   

                	 
	
                  Total
                    Expenses

                   

                	
                   

                  
                    

                  

                   

                	 


        

         

        Credits
          to Loan:

         

        
          	
                  Escrow
                    Balance/Advance

                   

                	
                  Payment
                    history showing disbursements and ending balance

                   

                	 
	
                  Rental
                    Receipts

                   

                	
                  Payment
                    history showing application of funds to loan

                   

                	 
	
                  Hazard
                    Claim Proceeds

                   

                	
                  Payment
                    history showing credit to account

                   

                	 
	
                  PMI
                    Funds

                   

                	
                  EOB
                    document

                   

                	 
	
                  Government
                    Insurance Funds (Part A Funds)

                   

                	
                  EOB
                    document

                   

                	 
	
                  REO
                    Proceeds

                   

                	
                  HUD
                    1 Settlement Statement

                   

                	 
	
                  Government
                    Insurance Funds (Part B Funds)

                   

                	
                  EOB
                    document

                   

                	 
	
                  Pool
                    Insurance Proceeds

                   

                	
                  Payment
                    history showing credit to account

                   

                	 
	
                  Other
                    Credits (itemized)

                   

                	
                  Payment
                    history showing credit to account

                   

                	 
	
                  Total
                    Credits

                   

                	
                   

                  
                    

                  

                   

                	 


        

         

        Total
          Realized Loss (or Amount of Gain)   $________________ 

         

        NOTE:
          Do not combine or net remit items. All expenses and credits should be documented
          individually. Claim packages are due by the fifth business day of the month
          following receipt of liquidation proceeds. Late claims may result in delayed
          claim payment. The Servicer is responsible to remit all funds pending loss
          approval and /or resolution of any disputed items. 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          N

        


        EMC
          FORM
          - MODIFIED LOANS REPORT

        


        Modified
          Loans Report: Provides
          loan level data regarding all loans that the Servicer has modified with
          the
          first modified payment due within thirty days following the end of the
          reporting
          cycle. The report contains the following data fields in the order
          below:

        


        
          	
                  Field
                    Description

                	
                  Field
                    Description

                
	
                  Loan

                	
                  VARCHAR
                    (15)

                
	
                  Investor

                	
                  VARCHAR
                    (5)

                
	
                  Original
                    Category

                	
                  VARCHAR
                    (5)

                
	
                  Current
                    Category

                	
                  VARCHAR
                    (5)

                
	
                  Stop
                    Adv Flag

                	
                  VARCHAR
                    (3)

                
	
                  Modified
                    Due Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Mod
                    Loan Curtailment

                	
                  NUMERIC
                    (15,2)

                
	
                  Mod
                    Loan Curt Adjustment

                	
                  NUMERIC
                    (15,2) 

                
	
                  Principal
                    Advanced Capped

                	
                  NUMERIC
                    (15,2) 

                
	
                  Net
                    Interest Advanced Capped

                	
                  NUMERIC
                    (15,2)

                
	
                  Service
                    Fee Advanced Capped

                	
                  NUMERIC
                    (15,2)

                
	
                  Third
                    Party Bal Capped

                	
                  NUMERIC
                    (15,2)

                
	
                  Amount
                    of Other Capped

                	
                  NUMERIC
                    (15,2)

                
	
                  Borrower
                    Interest Contribution

                	
                  NUMERIC
                    (15,2)

                
	
                  Borrower
                    Fee Code Arrearage Contribution

                	
                  NUMERIC
                    (15,2)

                
	
                  Borrower
                    Principal Contribution

                	
                  NUMERIC
                    (15,2)

                
	
                  Amt
                    Forgiven

                	
                  NUMERIC
                    (15,2)

                
	
                  Beg
                    Delq Prin Bal

                	
                  NUMERIC
                    (15,2)

                
	
                  Beg
                    Delq Int Bal

                	
                  NUMERIC
                    (15,2)

                
	
                  Beg
                    Pre Prin Bal

                	
                  NUMERIC
                    (15,2)

                
	
                  Beg
                    Pre Int Bal

                	
                  NUMERIC
                    (15,2)

                
	
                  Excess
                    Int Adjust

                	
                  NUMERIC
                    (15,2)

                
	
                  Excess
                    Interest on Mod

                	
                  NUMERIC
                    (15,2)

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        EXHIBIT
          O

        


        EMC
          FORM
          - CLAIMS SUBMITTED REPORT

        


        Claims
          Submitted Report:
          Provides loan level detail regarding claims submitted by the servicer’s investor
          number that will be submitted to EMC Master Servicing and contains the
          following
          data fields in the order below:

        


        
          	
                  Field

                	
                  Field
                    Description

                
	
                  Servicer
                    Investor Number

                	
                  VARCHAR
                    (5)

                
	
                  Servicer
                    Investor Category

                	
                  VARCHAR
                    (5)

                
	
                  Loan
                    Number

                	
                  VARCHAR
                    (15)

                
	
                  Mortgage
                    Group

                	
                  VARCHAR
                    (1)

                
	
                  Liquidation
                    Type

                	
                  VARCHAR
                    (1)

                
	
                  Escrow
                    Balance or Advance Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Corporate
                    Expense Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Restricted
                    Escrow Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Replacement
                    Reserve Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Suspense
                    Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Third
                    Party Expense Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Charge
                    Off Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Side
                    Note Collections

                	
                  NUMERIC
                    (12,2) 

                
	
                  Claim
                    Amount Submitted

                	
                  NUMERIC
                    (12,2)

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        EXHIBIT
          P

        


        EMC
          FORM
          - LOSS SEVERITY SUMMARY REPORT

        


        Loss
          Severity Summary Report:
          Provides summary data at the deal level regarding loss severity that will
          be
          submitted to EMC Master Servicing and contains the following data fields
          in the
          order below:

        


        
          	
                  Field

                	
                  Field
                    Description

                
	
                  Month
                    End

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Deal
                    Name

                	
                  VARCHAR
                    (15)

                
	
                  Servicer
                    Investor Number 

                	
                  VARCHAR
                    (5)

                
	
                  Servicer
                    Investor Category

                	
                  VARCHAR
                    (5)

                
	
                  Mortgage
                    Group

                	
                  VARCHAR
                    (1)

                
	
                  Loan
                    Number

                	
                  VARCHAR
                    (15)

                
	
                  Liquidation
                    Type

                	
                  VARCHAR
                    (1)

                
	
                  Loan
                    Due Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  PIF
                    Date

                	
                  DATE
                    (MM/DD/YYYY)

                
	
                  Gross
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Net
                    Interest Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  Service
                    Fee Rate

                	
                  NUMERIC
                    (7,7)

                
	
                  P
                    & I Constant

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Beginning Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Arrearage
                    Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Legal and Other Expenses

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Advanced Interest

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Liquidated Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Gross
                    Liquidation Proceeds

                	
                  NUMERIC
                    (12,2)

                
	
                  P
                    & I Advance Balance

                	
                  NUMERIC
                    (12,2)

                
	
                  Delinquent
                    Service Fee

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Liquidation Proceeds

                	
                  NUMERIC
                    (12,2)

                
	
                  Scheduled
                    Net Interest

                	
                  NUMERIC
                    (12,2)

                
	
                  Net
                    Liquidated Funds Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Loss (Gain) Amount

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Loss (Gain) to Trust

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Loss (Gain) to Servicer

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Loss Severity %

                	
                  NUMERIC
                    (7,7)

                
	
                  Total
                    Loss Severity % to Trust

                	
                  NUMERIC
                    (7,7)

                
	
                  Total
                    Liquidated Remitted

                	
                  NUMERIC
                    (12,2)

                
	
                  Claim
                    on Trust Loss

                	
                  NUMERIC
                    (12,2)

                
	
                  Claim
                    on Servicer Loss

                	
                  NUMERIC
                    (12,2)

                
	
                  Total
                    Claim Amount

                	
                  NUMERIC
                    (12,2)

                


        

         

      

    

     

     

     

     

    
 

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      I-2

    


    NCMC
      SERVICING AGREEMENT

    


    


    
       

      
 

      EMC
        MORTGAGE CORPORATION

      Purchaser,
        

      


      NATIONAL
        CITY MORTGAGE COMPANY

      Company,

      


      PURCHASE,
        WARRANTIES AND SERVICING AGREEMENT

      Dated
        as
        of October 1, 2001

      


      


      


      


      


      (Fixed
        and Adjustable Rate Mortgage Loans)

       

       

       

       

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      TABLE
        OF CONTENTS

      

        
          	
                  ARTICLE
                    I

                
	 	 
	
                  Section
                    1.01

                	
                  Defined
                    Terms

                
	 	 
	
                  ARTICLE
                    II

                
	 	 
	
                  Section
                    2.01

                	
                  Agreement
                    to Purchase

                
	
                  Section
                    2.02

                	
                  Purchase
                    Price

                
	
                  Section
                    2.03

                	
                  Servicing
                    of Mortgage Loans

                
	
                  Section
                    2.04

                	
                  Record
                    Title and Possession of Mortgage Files; Maintenance of Servicing
                    Files

                
	
                  Section
                    2.05

                	
                  Books
                    and Records

                
	
                  Section
                    2.06

                	
                  Transfer
                    of Mortgage Loans

                
	
                  Section
                    2.07

                	
                  Delivery
                    of Mortgage Loan Documents

                
	
                  Section
                    2.08

                	
                  Quality
                    Control Procedures

                
	
                  Section
                    2.09

                	
                  Near-term
                    Principal Prepayments; Near Term Payment Defaults

                
	 	 
	
                  ARTICLE
                    III

                
	 	 
	
                  Section
                    3.01

                	
                  Representations
                    and Warranties of the Company

                
	
                  Section
                    3.02

                	
                  Representations
                    and Warranties as to Individual Mortgage Loans

                
	
                  Section
                    3.03

                	
                  Repurchase;
                    Substitution 36

                
	
                  Section
                    3.04

                	
                  Representations
                    and Warranties of the Purchaser

                
	 	 
	
                  ARTICLE
                    IV

                
	 	 
	
                  Section
                    4.01

                	
                  Company
                    to Act as Servicer

                
	
                  Section
                    4.02

                	
                  Collection
                    of Mortgage Loan Payments

                
	
                  Section
                    4.03

                	
                  Realization
                    Upon Defaulted Mortgage Loans

                
	
                  Section
                    4.04

                	
                  Establishment
                    of Custodial Accounts; Deposits in Custodial Accounts

                
	
                  Section
                    4.05

                	
                  Permitted
                    Withdrawals from the Custodial Account

                
	
                  Section
                    4.06

                	
                  Establishment
                    of Escrow Accounts; Deposits in Escrow Accounts

                
	
                  Section
                    4.07

                	
                  Permitted
                    Withdrawals From Escrow Account

                
	
                  Section
                    4.08

                	
                  Payment
                    of Taxes, Insurance and Other Charges; Maintenance of Primary
                    Mortgage
                    Insurance Policies; Collections Thereunder

                
	
                  Section
                    4.09

                	
                  Transfer
                    of Accounts

                
	
                  Section
                    4.10

                	
                  Maintenance
                    of Hazard Insurance

                
	
                  Section
                    4.11

                	
                  Maintenance
                    of Mortgage Impairment Insurance Policy

                
	
                  Section
                    4.12

                	
                  Fidelity
                    Bond, Errors and Omissions Insurance

                
	
                  Section
                    4.13

                	
                  Title,
                    Management and Disposition of REO Property

                
	
                  Section
                    4.14

                	
                  Notification
                    of Maturity Date

                
	 	 
	
                  ARTICLE
                    V

                
	 	 
	
                  Section
                    5.01

                	
                  Distributions

                
	
                  Section
                    5.02

                	
                  Statements
                    to the Purchaser

                
	
                  Section
                    5.03

                	
                  Monthly
                    Advances by the Company

                
	
                  Section
                    5.04

                	
                  Liquidation
                    Reports

                
	 	 
	
                  ARTICLE
                    VI

                
	 	 
	
                  Section
                    6.01

                	
                  Assumption
                    Agreements

                
	
                  Section
                    6.02

                	
                  Satisfaction
                    of Mortgages and Release of Mortgage Files

                
	
                  Section
                    6.03

                	
                  Servicing
                    Compensation

                
	
                  Section
                    6.04

                	
                  Annual
                    Statement as to Compliance

                
	
                  Section
                    6.05

                	
                  Annual
                    Independent Certified Public Accountants’ Servicing
                    Report

                
	
                  Section
                    6.06

                	
                  Purchaser’s
                    Right to Examine Company Records

                
	 	 
	
                  ARTICLE
                    VII

                
	 	 
	
                  Section
                    7.01

                	
                  Company
                    Shall Provide Information as Reasonably Required

                
	 	 
	
                  ARTICLE
                    VIII

                
	 	 
	
                  Section
                    8.01

                	
                  Indemnification;
                    Third Party Claims

                
	
                  Section
                    8.02

                	
                  Merger
                    or Consolidation of the Company

                
	
                  Section
                    8.03

                	
                  Limitation
                    on Liability of the Company and Others

                
	
                  Section
                    8.04

                	
                  Company
                    Not to Assign or Resign

                
	
                  Section
                    8.05

                	
                  No
                    Transfer of Servicing

                
	
                   

                	 
	
                  ARTICLE
                    IX

                
	 	 
	
                  Section
                    9.01

                	
                  Events
                    of Default

                
	
                  Section
                    9.02

                	
                  Waiver
                    of Defaults

                
	 	 
	
                  ARTICLE
                    X

                
	 	 
	
                  Section
                    10.01

                	
                  Termination

                
	 	 
	
                  ARTICLE
                    XI

                
	 	 
	
                  Section
                    11.01

                	
                  Successor
                    to the Company

                
	
                  Section
                    11.02

                	
                  Amendment

                
	
                  Section
                    11.03

                	
                  Recordation
                    of Agreement

                
	
                  Section
                    11.04

                	
                  Governing
                    Law

                
	
                  Section
                    11.05

                	
                  Notices

                
	
                  Section
                    11.06

                	
                  Severability
                    of Provisions

                
	
                  Section
                    11.07

                	
                  Exhibits

                
	
                  Section
                    11.08

                	
                  General
                    Interpretive Principles

                
	
                  Section
                    11.09

                	
                  Reproduction
                    of Documents

                
	
                  Section
                    11.10

                	
                  Confidentiality
                    of Information

                
	
                  Section
                    11.11

                	
                  Recordation
                    of Assignment of Mortgage

                
	
                  Section
                    11.12

                	
                  Assignment
                    by Purchaser

                
	
                  Section
                    11.13

                	
                  No
                    Partnership

                
	
                  Section
                    11.14

                	
                  Execution:
                    Successors and Assigns

                
	
                  Section
                    11.15

                	
                  Entire
                    Agreement

                
	
                  Section
                    11.16

                	
                  No
                    Solicitation

                
	
                  Section
                    11.17

                	
                  Closing

                
	
                  Section
                    11.18

                	
                  Cooperation
                    of Company with
                    Reconstitution

                


        

      

       

      

        
          	
                  EXHIBITS

                	 
	
                  A

                	
                  Contents
                    of Mortgage File

                
	
                  B

                	
                  Custodial
                    Account Letter Agreement

                
	
                  C

                	
                  Escrow
                    Account Letter Agreement

                
	
                  D

                	
                  Form
                    of Assignment, Assumption and Recognition Agreement

                
	
                  E

                	
                  Form
                    of Trial Balance

                
	
                  F

                	
                  [reserved]

                
	
                  G

                	
                  Request
                    for Release of Documents and Receipt

                
	
                  H

                	
                  Company’s
                    Underwriting Guidelines

                
	
                  I

                	
                  Form
                    of Term Sheet

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      This
        is a
        Purchase, Warranties and Servicing Agreement, dated as of October 1, 2001
        and is
        executed between EMC MORTGAGE CORPORATION, as Purchaser (the "Purchaser"),
        and
        NATIONAL CITY MORTGAGE COMPANY (the "Company").

      


      W I T N E


60;S S E T H
        :

      


      WHEREAS,
        the Purchaser has heretofore agreed to purchase from the Company and the
        Company
        has heretofore agreed to sell to the Purchaser, from time to time, certain
        Mortgage Loans on a servicing retained basis, pursuant to the terms of this
        Agreement and the related Term Sheet.

      


      WHEREAS,
        each of the Mortgage Loans is secured by a mortgage, deed of trust or other
        security instrument creating a first lien on a residential dwelling located
        in
        the jurisdiction indicated on the Mortgage Loan Schedule, which is annexed
        to
        the related Term Sheet; and

      


      WHEREAS,
        the Purchaser and the Company wish to prescribe the representations and
        warranties of the Company with respect to itself and the Mortgage Loans and
        the
        management, servicing and control of the Mortgage Loans;

      


      NOW,
        THEREFORE, in consideration of the mutual agreements hereinafter set forth,
        and
        for other good and valuable consideration, the receipt and adequacy of which
        is
        hereby acknowledged, the Purchaser and the Company agree as
        follows:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      ARTICLE
        I

      


      DEFINITIONS

      


      Section
        1.01 Defined
        Terms.

      


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

      


      Accepted
        Servicing Practices:
        With
        respect to any Mortgage Loan, those mortgage servicing practices (including
        collection procedures) of prudent mortgage banking institutions which service
        mortgage loans of the same type as such Mortgage Loan in the jurisdiction
        where
        the related Mortgaged Property is located, and which are in accordance with
        Fannie Mae servicing practices and procedures, for MBS pool mortgages, as
        defined in the Fannie Mae Guides including future updates. 

      


      Adjustment
        Date:
        As to
        each adjustable rate Mortgage Loan, the date on which the Mortgage Interest
        Rate
        is adjusted in accordance with the terms of the related Mortgage
        Note.

      


      Agreement:
        This
        Purchase, Warranties and Servicing Agreement including all exhibits hereto,
        amendments hereof and supplements hereto.

      


      Appraised
        Value:
        With
        respect to any Mortgaged Property, the value thereof as determined by an
        appraisal made for the originator of the Mortgage Loan at the time of
        origination of the Mortgage Loan by an appraiser who met the requirements
        of the
        Company and Fannie Mae. 

      


      Assignment:
        An
        individual assignment of the Mortgage, notice of transfer or equivalent
        instrument, in recordable form, sufficient under the laws of the jurisdiction
        wherein the related Mortgaged Property is located to reflect of record the
        sale
        or transfer of the Mortgage Loan.

       

      BIF:
        The
        Bank Insurance Fund, or any successor thereto.

      


      Business
        Day:
        Any day
        other than: (i) a Saturday or Sunday, or (ii) a legal holiday in the State
        of
        New York or Ohio, or (iii) a day on which banks in the State of New York
        or Ohio
        are authorized or obligated by law or executive order to be closed.

      


      Closing
        Date:
        With
        respect to any Mortgage Loan, the date stated on the related Term Sheet,
        which
        are expected to be the dates set forth in the related Confirmation.


      


      Code:  The
        Internal Revenue Code of 1986, or any successor statute thereto.

      


      Company: National
        City Mortgage Company, their successors in interest and assigns, as permitted
        by
        this Agreement.

      


      Company's
        Officer's Certificate:
        A
        certificate signed by the Chairman of the Board, President, any Vice President
        or Treasurer of Company stating the date by which Company expects to receive
        any
        missing documents sent for recording from the applicable recording
        office.

      


      Condemnation
        Proceeds:
        All
        awards or settlements in respect of a Mortgaged Property, whether permanent
        or
        temporary, partial or entire, by exercise of the power of eminent domain
        or
        condemnation, to the extent not required to be released to a Mortgagor in
        accordance with the terms of the related Mortgage Loan Documents.

      


      Confirmation:
        The
        Trade
        Confirmation Letter between the Purchaser and the Company which relates to
        the
        Mortgage Loans.

      


      Co-op
        Lease:
        With
        respect to a Co-op Loan, the lease with respect to a dwelling unit occupied
        by
        the Mortgagor and relating to the stock allocated to the related dwelling
        unit.

      


      Co-op
        Loan:
        A
        Mortgage Loan secured by the pledge of stock allocated to a dwelling unit
        in a
        residential cooperative housing corporation and a collateral assignment of
        the
        related Co-op Lease.

      


      Current
        Appraised Value: With
        respect to any Mortgaged Property, the value thereof as determined by an
        appraisal made for the Company (by an appraiser who met the requirements
        of the
        Company and Fannie Mae) at the request of a Mortgagor for the purpose of
        canceling a Primary Mortgage Insurance Policy in accordance with federal,
        state
        and local laws and regulations or otherwise made at the request of the Company
        or Mortgagor.

      


      Current
        LTV: The
        ratio
        of the Stated Principal Balance of a Mortgage Loan to the Current Appraised
        Value of the Mortgaged Property.

      


      Custodial
        Account:
        Each
        separate demand account or accounts created and maintained pursuant to Section
        4.04 which shall be entitled "National City Mortgage Company, in trust for
        the
        [Purchaser], Owner of Mortgage Loans" and shall be established in an Eligible
        Account, in the name of the Person that is the "Purchaser" with respect to
        the
        related Mortgage Loans.

       

      Custodian:
        With
        respect to any Mortgage Loan, the entity stated on the related Term Sheet,
        and
        its successors and assigns, as custodian for the Purchaser.

      


      Cut-off
        Date:
        With
        respect to any Mortgage Loan, the date stated on the related Term Sheet.
        

      


      Determination
        Date:
        The
        15th day (or if such 15th day is not a Business Day, the Business Day
        immediately preceding such 15th day) of the month of the related Remittance
        Date.

      


      Due
        Date:
        The day
        of the month on which the Monthly Payment is due on a Mortgage Loan, exclusive
        of any days of grace, which is the first day of the month.

      


      Due
        Period:
        With
        respect to any Remittance Date, the period commencing on the second day of
        the
        month preceding the month of such Remittance Date and ending on the first
        day of
        the month of the Remittance Date.

      


      Eligible
        Account:
        An
        account established and maintained: (i) within FDIC insured accounts created,
        maintained and monitored by the Company so that all funds deposited therein
        are
        fully insured, or (ii) as
        a trust
        account with the corporate trust department of a depository institution or
        trust
        company organized under the laws of the United States of America or any one
        of
        the states thereof or the District of Columbia which is not affiliated with
        the
        Company (or any sub-servicer) or (iii) with an entity which is an institution
        whose
        deposits are insured by the FDIC, the unsecured and uncollateralized long-term
        debt obligations of which shall be rated “A2” or higher by Moody’s and “A” or
        higher by either Standard & Poor’s or Fitch, Inc. or
        one of
        the two highest short-term ratings by any applicable Rating Agency, and which
        is
        either (a) a federal savings association duly organized, validly existing
        and in
        good standing under the federal banking laws, (b) an institution duly organized,
        validly existing and in good standing under the applicable banking laws of
        any
        state, (c) a national banking association under the federal banking laws,
        or (d)
        a principal subsidiary of a bank holding company,
        or (iv)
        if ownership of the Mortgage Loans is evidenced by mortgaged-backed securities,
        the equivalent required ratings of each Rating Agency, and held such that
        the
        rights of the Purchaser and the owner of the Mortgage Loans shall be fully
        protected against the claims of any creditors of the Company (or any
        sub-servicer) and of any creditors or depositors of the institution in which
        such account is maintained or (v) in a separate non-trust account without
        FDIC
        or other insurance in an Eligible Institution. In the event that a Custodial
        Account is established pursuant to clause (iii), (iv) or (v) of the preceding
        sentence, the Company shall provide the Purchaser with written notice on
        the
        Business Day following the date on which the applicable institution fails
        to
        meet the applicable ratings requirements.

      


      Eligible
        Institution:
        National City Bank Ohio, or an institution having (i) the highest short-term
        debt rating, and one of the two highest long-term debt ratings of each Rating
        Agency; or (ii) with respect to any Custodial Account, an unsecured long-term
        debt rating of at least one of the two highest unsecured long-term debt ratings
        of each Rating Agency.

      


      Equity
        Take-Out Refinanced Mortgage Loan:
        A
        Refinanced Mortgage Loan the proceeds of which were in excess of the outstanding
        principal balance of the existing mortgage loan as defined in the Fannie
        Mae
        Guide(s). 

      


      Escrow
        Account:
        Each
        separate trust account or accounts created and maintained pursuant to Section
        4.06 which shall be entitled " National City Mortgage Company, in trust for
        the
        [Purchaser], Owner of Mortgage Loans, and various Mortgagors" and shall be
        established in an Eligible Account, in the name of the Person that is the
        "Purchaser" with respect to the related Mortgage Loans.

      


      Escrow
        Payments:
        With
        respect to any Mortgage Loan, the amounts constituting ground rents, taxes,
        assessments, water rates, sewer rents, municipal charges, mortgage insurance
        premiums, fire and hazard insurance premiums, condominium charges, and any
        other
        payments required to be escrowed by the Mortgagor with the mortgagee pursuant
        to
        the Mortgage or any other document.

      


      Event
        of Default:
        Any one
        of the conditions or circumstances enumerated in Section 9.01.

      


      Fannie
        Mae: The
        Federal National Mortgage Association, or any successor thereto.

      


      Fannie
        Mae Guide(s):
        The
        Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments
        or additions thereto.

      


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

      


      FHLMC:
        The
        Federal Home Loan Mortgage Corporation, or any successor thereto.

      


      FHLMC
        Guide:
        The
        FHLMC Single Family Seller/Servicer Guide and all amendments or additions
        thereto.

      


      Fidelity
        Bond:
        A
        fidelity bond to be maintained by the Company pursuant to Section
        4.12.

      


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

      


      GAAP:
        Generally accepted accounting principles, consistently applied.

      


      HUD:
        The
        United States Department of Housing and Urban Development or any
        successor.

      


      Index:
        With
        respect to any adjustable rate Mortgage Loan, the index identified on the
        Mortgage Loan Schedule and set forth in the related Mortgage Note for the
        purpose of calculating the interest rate thereon.

      


      Initial
        Rate Cap: As
        to
        each adjustable rate Mortgage Loan, where applicable, the maximum increase
        or
        decrease in the Mortgage Interest Rate on the first Adjustment
        Date.

      


      Insurance
        Proceeds:
        With
        respect to each Mortgage Loan, proceeds of insurance policies insuring the
        Mortgage Loan or the related Mortgaged Property.

      


      Lender
        Primary Mortgage Insurance Policy: Any
        Primary Mortgage Insurance Policy for which premiums are paid by the
        Company.

      


      Lender
        Paid Mortgage Insurance Rate:
        The
        Lender Paid Mortgage Insurance Rate shall be a rate per annum equal to the
        percentage shown on the Mortgage Loan Schedule.

      


      Lifetime
        Rate Cap:
        As to
        each Mortgage Loan, the maximum Mortgage Interest Rate over the term of such
        Mortgage Loan. 

      


      Liquidation
        Proceeds:
        Cash
        received in connection with the liquidation of a defaulted Mortgage Loan,
        whether through the sale or assignment of such Mortgage Loan, trustee's sale,
        foreclosure sale or otherwise.

      


      Loan-to-Value
        Ratio or LTV:
        With
        respect to any Mortgage Loan, the ratio of the original outstanding principal
        amount of the Mortgage Loan, to (i) the Appraised Value of the Mortgaged
        Property as of the Origination Date with respect to a Refinanced Mortgage
        Loan,
        and (ii) the lesser of the Appraised Value of the Mortgaged Property as of
        the
        Origination Date or the purchase price of the Mortgaged Property with respect
        to
        all other Mortgage Loans.

      


      Margin:
        With
        respect to each adjustable rate Mortgage Loan, the fixed percentage amount
        set
        forth in each related Mortgage Note which is added to the Index in order
        to
        determine the related Mortgage Interest Rate, as set forth in the Mortgage
        Loan
        Schedule.

      


      Monthly
        Advance:
        The
        aggregate of the advances made by the Company on any Remittance Date pursuant
        to
        Section 5.03.

      


      Monthly
        Payment:
        The
        scheduled monthly payment of principal and interest on a Mortgage Loan which
        is
        payable by a Mortgagor under the related Mortgage Note.

      


      Mortgage:
        The
        mortgage, deed of trust or other instrument securing a Mortgage Note which
        creates a first lien on an unsubordinated estate in fee simple in real property
        securing the Mortgage Note.

      


      Mortgage
        File:
        The
        mortgage documents pertaining to a particular Mortgage Loan which are specified
        in Exhibit A hereto and any additional documents required to be added to
        the
        Mortgage File pursuant to this Agreement.

      


      Mortgage
        Impairment Insurance Policy:
        A
        mortgage impairment or blanket hazard insurance policy as required by Section
        4.11.

      


      Mortgage
        Interest Rate:
        The
        annual rate at which interest accrues on any Mortgage Loan, which may be
        adjusted from time to time for an adjustable rate Mortgage Loan, in accordance
        with the provisions of the related Mortgage Note.

      


      Mortgage
        Loan:
        An
        individual mortgage loan which is the subject of this Agreement, each Mortgage
        Loan originally sold and subject to this Agreement being identified on the
        Mortgage Loan Schedule attached to the related Term Sheet, which Mortgage
        Loan
        includes without limitation the Mortgage File, the Monthly Payments, Principal
        Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
        REO Disposition Proceeds, and all other rights, benefits, proceeds and
        obligations arising from or in connection with such Mortgage Loan, excluding
        replaced or repurchased mortgage loans.

      


      Mortgage
        Loan Documents:
        The
        documents listed in
        Exhibit A.

      


      Mortgage
        Loan Remittance Rate:
        With
        respect to each Mortgage Loan, the annual rate of interest remitted to the
        Purchaser, which shall be equal to the Mortgage Interest Rate minus the
        Servicing Fee Rate minus the Lender Paid Mortgage Insurance Rate, if
        any.

      


      Mortgage
        Loan Schedule:
        The
        schedule of Mortgage Loans annexed to the related Term Sheet, such schedule
        setting forth the following information with respect to each Mortgage Loan
        in
        the related Mortgage Loan Package:

      


      (1) the
        Company's Mortgage Loan identifying number;

      


      (2) the
        Mortgagor's first and last name;

      


      (3)
         the
        street address of the Mortgaged Property including the city, state and zip
        code;

      


      (4) a
        code
        indicating whether the Mortgaged Property is owner-occupied, a second home
        or an
        investor property;

      


      (5) the
        type
        of residential property constituting the Mortgaged Property;

      


      
        (6)
          the
          original months to maturity of the Mortgage Loan;

      

      


      (7)
        the
        remaining months to maturity from the related Cut-off Date, based on the
        original amortization schedule and, if different, the maturity expressed
        in the
        same manner but based on the actual amortization schedule;

      


      (8) the
        Sales
        Price, if applicable, Appraised Value and Loan-to-Value Ratio, at
        origination;

      


      (9) the
        Mortgage Interest Rate as of origination and as of the related Cut-off Date;
        with respect to each adjustable rate Mortgage Loan, the initial Adjustment
        Date,
        the next Adjustment Date immediately following the related Cut-off Date,
        the
        Index, the Margin, the Initial Rate Cap, if any, Periodic Rate Cap, if any,
        minimum Mortgage Interest Rate under the terms of the Mortgage Note and the
        Lifetime Rate Cap;

      


      (10) the
        Origination Date of the Mortgage Loan;

      


      (11) the
        stated maturity date;

      


      (12) the
        amount of the Monthly Payment at origination;

      


      (13) the
        amount of the Monthly Payment as of the related Cut-off Date;

      


      (14) the
        original principal amount of the Mortgage Loan; 

      


      (15) the
        scheduled Stated Principal Balance of the Mortgage Loan as of the close of
        business on the related Cut-off Date, after deduction of payments of principal
        due on or before the related Cut-off Date whether or not collected;

      


      (16)
         a
        code
        indicating the purpose of the Mortgage Loan (i.e., purchase, rate and term
        refinance, equity take-out refinance); 

      


      (17)
         a
        code
        indicating the documentation style (i.e. full, alternative, etc.); 

      


      (18) the
        number of times during the twelve (12) month period preceding the related
        Closing Date that any Monthly Payment has been received after the month of
        its
        scheduled due date;

      


      (19) the
        date
        on which the first payment is or was due; 

      


      
        (20)
          a
          code
          indicating whether or not the Mortgage Loan is the subject of a Primary
          Mortgage
          Insurance Policy and
          the
          name of the related insurance carrier;
          

      

      


      
        (21)
          a
          code
          indicating whether or not the Mortgage Loan is the subject of a Lender
          Primary
          Mortgage Insurance Policy and
          the
          name of the related insurance carrier;

      

      


      
        (22)
          a
          code
          indicating whether or not the Mortgage Loan is currently convertible and
          the
          conversion spread;

      

      


      
        (23)
          the
          last
          Due Date on which a Monthly Payment was actually applied to the unpaid
          principal
          balance of the Mortgage Loan.

      

      


      
        (24)
          product
          type (i.e. fixed, 3/1, 5/1, etc.);

      

      


      
        (25)
          credit
          score and/or mortgage score, if applicable;

      

      


      
        (26)
          the
          Lender Paid Mortgage Insurance Rate;

      

      


      
        (27)
          a
          code
          indicating whether or not the Mortgage Loan has a prepayment penalty and
          if so,
          the amount and term thereof; and

      

      


      (28) 
        the
        Current Appraised Value of the Mortgage Loan and Current LTV, if
        applicable.

      


      With
        respect to the Mortgage Loans in the aggregate, the Mortgage Loan Schedule
        attached to the related Term Sheet shall set forth the following information,
        as
        of the related Cut-off Date:

      


      (1) the
        number of Mortgage Loans;

      


      (2) the
        current aggregate outstanding principal balance of the Mortgage
        Loans;

      


      (3) the
        weighted average Mortgage Interest Rate of the Mortgage Loans; 

      


      (4) the
        weighted average maturity of the Mortgage Loans; and

      


      (5)
         the
        weighted average months to next Adjustment Date;

       

      Mortgage
        Note:
        The
        note or other evidence of the indebtedness of a Mortgagor secured by a
        Mortgage.

      


      Mortgaged
        Property:
        The
        underlying real property securing repayment of a Mortgage Note, consisting
        of a
        single parcel of real estate considered to be real estate under the laws
        of the
        state in which such real property is located which may include condominium
        units
        and planned unit developments, improved by a residential dwelling; except
        that
        with respect to real property located in jurisdictions in which the use of
        leasehold estates for residential properties is a widely-accepted practice,
        a
        leasehold estate of the Mortgage, the term of which is equal to or longer
        than
        the term of the Mortgage. 

      


      Mortgagor:
        The
        obligor on a Mortgage Note. 

      


      OCC:
        Office
        of the Comptroller of the Currency, its successors and assigns.

      


      Officers'
        Certificate:
        A
        certificate signed by the Chairman of the Board, the Vice Chairman of the
        Board,
        the President, a Senior Vice President or a Vice President or by the Treasurer
        or the Secretary or one of the Assistant Treasurers or Assistant Secretaries
        of
        the Company, and delivered to the Purchaser as required by this
        Agreement.

      


      Opinion
        of Counsel:
        A
        written opinion of counsel, who may be an employee of the party on behalf
        of
        whom the opinion is being given, reasonably acceptable to the
        Purchaser.

      


      Origination
        Date:
        The
        date on which a Mortgage Loan funded, which date shall not, in connection
        with a
        Refinanced Mortgage Loan, be the date of the funding of the debt being
        refinanced, but rather the closing of the debt currently outstanding under
        the
        terms of the Mortgage Loan Documents. 

      


      Periodic
        Rate Cap:
        As to
        each adjustable rate Mortgage Loan, the maximum increase or decrease in the
        Mortgage Interest Rate on any Adjustment Date, as set forth in the related
        Mortgage Note and the related Mortgage Loan Schedule.

      


      Permitted
        Investments:
        Any one
        or more of the following obligations or securities:

      


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

      


      
        	 	
                (ii)
                  (a) demand or time deposits, federal funds or bankers' acceptances
                  issued
                  by any depository institu-tion or trust company incorporated under
                  the
                  laws of the United States of America or any state thereof and subject
                  to
                  supervision and examination by federal and/or state banking authorities,
                  provided that the commercial paper and/or the short-term deposit
                  rating
                  and/or the long-term unsecured debt obligations or deposits of
                  such
                  depository institution or trust company at the time of such investment
                  or
                  contractual commitment providing for such investment are rated
                  in one of
                  the two highest rating categories by each Rating Agency and (b)
                  any other
                  demand or time deposit or certificate of deposit that is fully
                  insured by
                  the FDIC;

              


      

      


      
        	 	
                (iii)
                  repurchase obligations with a term not to exceed thirty (30) days
                  and with
                  respect to (a) any security described in clause (i) above and entered
                  into
                  with a depository institution or trust company (acting as principal)
                  described in clause (ii)(a) above;

              


      

      


      
        	 	
                (iv)
                  securities bearing interest or sold at a discount issued by any
                  corporation incorporated under the laws of the United States of
                  America or
                  any state thereof that are rated in one of the two highest rating
                  categories by each Rating Agency at the time of such in-vestment
                  or
                  contractual commitment providing for such investment; provided,
                  however,
                  that securities issued by any particular corporation will not be
                  Permitted
                  Investments to the extent that investments therein will cause the
                  then
                  outstanding principal amount of secur-ities issued by such corporation
                  and
                  held as Permitted Investments to exceed 10% of the aggregate outstand-ing
                  principal balances of all of the Mortgage Loans and Permitted
                  Investments;

              


      

      


      
        	 	
                (v)
                  commercial paper (including both non-interest-bearing discount
                  obligations
                  and interest-bearing obliga-tions payable on demand or on a specified
                  date
                  not more than one year after the date of issuance there-of) which
                  are
                  rated in one of the two highest rating categories by each Rating
                  Agency at
                  the time of such investment;

              


      

      


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

              


      

      


      
        	 	
                (vii)
                  any money market funds the collateral of which consists of obligations
                  fully guaranteed by the United States of America or any agency
                  or
                  instru-ment-al-ity of the United States of America the obligations
                  of
                  which are backed by the full faith and credit of the United States
                  of
                  America (which may include repurchase obligations secured by collateral
                  described in clause (i)) and other securities and which money market
                  funds
                  are rated in one of the two highest rating categories by each Rating
                  Agency. 

              


      

      


      provided,
        however,
        that no
        instrument or security shall be a Permitted Investment if such instrument
        or
        security evidences a right to receive only interest payments with respect
        to the
        ob-li-ga-tions underlying such instrument or if such security provides for
        payment of both principal and interest with a yield to matur-ity in excess
        of
        120% of the yield to maturity at par or if such investment or security is
        purchased at a price greater than par.

      


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

      


      Prepayment
        Interest Shortfall:
        With
        respect to any Remittance Date, for each Mortgage Loan that was the subject
        of a
        Principal Prepayment during the related Prepayment Period, an amount equal
        to
        the excess of one month’s interest at the applicable Mortgage Loan Remittance
        Rate on the amount of such Principal Prepayment over the amount of interest
        (adjusted to the Mortgage Loan Remittance Rate) actually paid by the related
        Mortgagor with respect to such Prepayment Period.

      


      Prepayment
        Period: With
        respect to any Remittance Date, the calendar month preceding the month in
        which
        such Remittance Date occurs.

      


      Primary
        Mortgage Insurance Policy:
        Each
        primary policy of mortgage insurance represented to be in effect pursuant
        to
        Section 3.02(hh), or any replacement policy therefor obtained by the Company
        pursuant to Section 4.08.

      


      Prime
        Rate:
        The
        prime rate announced to be in effect from time to time as published as the
        average rate in the Wall Street Journal (Northeast Edition).

      


      Principal
        Prepayment:
        Any
        payment or other recovery of principal on a Mortgage Loan full or partial
        which
        is received in advance of its scheduled Due Date, including any prepayment
        penalty or premium thereon and which is not accompanied by an amount of interest
        representing scheduled interest due on any date or dates in any month or
        months
        subsequent to the month of prepayment. 

       

      Purchase
        Price:
        As
        defined in Section 2.02.

      


      Purchaser:
        EMC
        Mortgage Corporation, its successors in interest and assigns.

      


      Qualified
        Appraiser:
        An
        appraiser, duly appointed by the Company, who had no interest, direct or
        indirect in the Mortgaged Property or in any loan made on the security thereof,
        and whose compensation is not affected by the approval or disapproval of
        the
        Mortgage Loan, and such appraiser and the appraisal made by such appraiser
        both
        satisfy the requirements of Title XI of FIRREA and the regulations promulgated
        thereunder and the requirements of Fannie Mae, all as in effect on the date
        the
        Mortgage Loan was originated.

      


      Qualified
        Insurer:
        An
        insurance company duly qualified as such under the laws of the states in
        which
        the Mortgaged Properties are located, duly authorized and licensed in such
        states to transact the applicable insurance business and to write the insurance
        provided, approved as an insurer by Fannie Mae or FHLMC. 

      


      Rating
        Agency:
        Moody’s
        Investors Service, Standard & Poor's, Fitch, Inc. or, in the event that some
        or all of the ownership of the Mortgage Loans is evidenced by mortgage-backed
        securities, the nationally recognized rating agencies issuing ratings with
        respect to such securities, if any.

       

      Refinanced
        Mortgage Loan:
        A
        Mortgage Loan which was made to a Mortgagor who owned the Mortgaged Property
        prior to the origination of such Mortgage Loan and the proceeds of which
        were
        used in whole or part to satisfy an existing mortgage.

      


      REMIC:
        A "real
        estate mortgage investment conduit," as such term is defined in Section 860D
        of
        the Code.

      


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

      


      Remittance
        Date:
        The
        18th day of any month, beginning with the First Remittance Date, or if such
        18th
        day is not a Business Day, the first Business Day immediately preceding such
        18th day.

      


      REO
        Disposition:
        The
        final sale by the Company of any REO Property.

      


      REO
        Disposition Proceeds:
        Amounts
        received by the Company in connection with a related REO
        Disposition.

      


      REO
        Property:
        A
        Mortgaged Property acquired by the Company on behalf of the Purchaser as
        described in Section 4.13.

      


      Repurchase
        Price:
        With
        respect to any Mortgage Loan, a price equal to (i) the
        product of the greater of 100% or the percentage of par as stated in the
        Confirmation multiplied by the Stated Principal Balance
        of such Mortgage Loan on the repurchase date,
        plus
        (ii) interest on such outstanding principal balance at the Mortgage Loan
        Remittance Rate from the last date through which interest has been paid and
        distributed to the Purchaser to the end of the month of repurchase, plus,
        (iii)
        third party expenses incurred in connection with the transfer of the Mortgage
        Loan being repurchased; less amounts received or advanced in respect of such
        repurchased Mortgage Loan which are being held in the Custodial Account for
        distribution in the month of repurchase. 

      


      Servicing
        Advances:
        All
        customary, reasonable and necessary "out of pocket" costs and expenses
        (including reasonable attorneys' fees and disbursements) incurred in the
        performance by the Company of its servicing obligations, including, but not
        limited to, the cost of (a) the preservation, restoration and protection
        of the
        Mortgaged Property, (b) any enforcement, administrative or judicial proceedings,
        or any legal work or advice specifically related to servicing the Mortgage
        Loans, including but not limited to, foreclosures, bankruptcies, condemnations,
        drug seizures, elections, foreclosures by subordinate or superior lienholders,
        and other legal actions incidental to the servicing of the Mortgage Loans
        (provided that such expenses are reasonable and that the Company specifies
        the
        Mortgage Loan(s) to which such expenses relate and, upon Purchaser’s request,
        provides documentation supporting such expense (which documentation would
        be
        acceptable to Fannie Mae), and provided further that any such enforcement,
        administrative or judicial proceeding does not arise out of a breach of any
        representation, warranty or covenant of the Company hereunder), (c) the
        management and liquidation of the Mortgaged Property if the Mortgaged Property
        is acquired in full or partial satisfaction of the Mortgage, (d) taxes,
        assessments, water rates, sewer rates and other charges which are or may
        become
        a lien upon the Mortgaged Property, and Primary Mortgage Insurance Policy
        premiums and fire and hazard insurance coverage, (e) any expenses reasonably
        sustained by the Company with respect to the liquidation of the Mortgaged
        Property in accordance with the terms of this Agreement and (f) compliance
        with
        the obligations under Section 4.08.

      


      Servicing
        Fee:
        With
        respect to each Mortgage Loan, the amount of the annual fee the Purchaser
        shall
        pay to the Company, which shall, for a period of one full month, be equal
        to
        one-twelfth of the product of (a) the Servicing Fee Rate and (b) the outstanding
        principal balance of such Mortgage Loan. Such fee shall be payable monthly,
        computed on the basis of the same principal amount and period respecting
        which
        any related interest payment on a Mortgage Loan is computed. The obligation
        of
        the Purchaser to pay the Servicing Fee is limited to, and the Servicing Fee
        is
        payable solely from, the interest portion of such Monthly Payment collected
        by
        the Company, or as otherwise provided under Section 4.05 and in accordance
        with
        the Fannie Mae Guide(s). Any fee payable to the Company for administrative
        services related to any REO Property as described in Section 4.13 shall be
        payable from Liquidation Proceeds of the related REO Property.

      


      Servicing
        Fee Rate:
        As set
        forth in the related Term Sheet.

      


      Servicing
        File:
        With
        respect to each Mortgage Loan, the file retained by the Company consisting
        of
        originals of all documents in the Mortgage File which are not delivered to
        the
        Purchaser and copies of the Mortgage Loan Documents listed in Exhibit A,
        the
        originals of which are delivered to the Purchaser or its designee pursuant
        to
        Section 2.04.

      


      Servicing
        Officer:
        Any
        officer of the Company involved in, or responsible for, the administration
        and
        servicing of the Mortgage Loans whose name appears on a list of servicing
        officers furnished by the Company to the Purchaser upon request, as such
        list
        may from time to time be amended.

      


      Stated
        Principal Balance:
        As to
        each Mortgage Loan as of any date of determination, (i) the principal balance
        of
        such Mortgage Loan at the Cut-off Date after giving effect to payments of
        principal due on or before such date, whether or not received, minus (ii)
        all
        amounts previously distributed to the Purchaser with respect to the Mortgage
        Loan representing payments or recoveries of principal or advances in lieu
        thereof.

      


      Subservicer:
        Any
        subservicer which is subservicing the Mortgage Loans pursuant to a Subservicing
        Agreement. Any subservicer shall meet the qualifications set forth in Section
        4.01.

      


      Subservicing
        Agreement:
        An
        agreement between the Company and a Subservicer, if any, for the servicing
        of
        the Mortgage Loans.

      


      Term
        Sheet:
        A
        supplemental agreement in the form attached hereto as Exhibit I which shall
        be
        executed and delivered by the Company and the Purchaser to provide for the
        sale
        and servicing pursuant to the terms of this Agreement of the Mortgage Loans
        listed on Schedule I attached thereto, which supplemental agreement shall
        contain certain specific information relating to such sale of such Mortgage
        Loans and may contain additional covenants relating to such sale of such
        Mortgage Loans.

      


      


      ARTICLE
        II

      


      SERVICING
        OF MORTGAGE LOANS;

      RECORD
        TITLE AND POSSESSION OF MORTGAGE FILES;

      BOOKS
        AND RECORDS; CUSTODIAL AGREEMENT;

      DELIVERY
        OF MORTGAGE LOAN DOCUMENTS

      


      Section
        2.01 Agreement
        to Purchase.

      


      The
        Company agrees to sell and the Purchaser agrees to purchase the Mortgage
        Loans
        having an aggregate Stated Principal Balance on the related Cut-off Date
        set
        forth in the related Term Sheet in an amount as set forth in the Confirmation,
        or in such other amount as agreed by the Purchaser and the Company as evidenced
        by the actual aggregate Stated Principal Balance of the Mortgage Loans accepted
        by the Purchaser on the related Closing Date, with servicing retained by
        the
        Company. The Company shall deliver the related Mortgage Loan Schedule attached
        to the related Term Sheet for the Mortgage Loans to be purchased on the related
        Closing Date to the Purchaser at least two (2) Business Days prior to the
        related Closing Date. The Mortgage Loans shall be sold pursuant to this
        Agreement, and the related Term Sheet shall be executed and delivered on
        the
        related Closing Date.

      


      Section
        2.02 Purchase
        Price.

      


      The
        Purchase Price for each Mortgage Loan shall be the percentage of par as stated
        in the Confirmation (subject to adjustment as provided therein), multiplied
        by
        the Stated Principal Balance, as of the related Cut-off Date, of the Mortgage
        Loan listed on the related Mortgage Loan Schedule attached to the related
        Term
        Sheet, after application of scheduled payments of principal due on or before
        the
        related Cut-off Date whether or not collected. 

      


      In
        addition to the Purchase Price as described above, the Purchaser shall pay
        to
        the Company, at closing, accrued interest on the Stated Principal Balance
        of
        each Mortgage Loan as of the related Cut-off Date at the Mortgage Loan
        Remittance Rate of each Mortgage Loan from the related Cut-off Date through
        the
        day prior to the related Closing Date, inclusive.

      


      The
        Purchase Price plus accrued interest as set forth in the preceding paragraph
        shall be paid on the related Closing Date by wire transfer of immediately
        available funds.

      


      Purchaser
        shall be entitled to (1) all scheduled principal due after the related Cut-off
        Date, (2) all other recoveries of principal collected on or after the related
        Cut-off Date (provided, however, that all scheduled payments of principal
        due on
        or before the related Cut-off Date and collected by the Company or any successor
        servicer after the related Cut-off Date shall belong to the Company), and
        (3)
        all payments of interest on the Mortgage Loans net of applicable Servicing
        Fees
        (minus that portion of any such payment which is allocable to the period
        prior
        to the related Cut-off Date). The outstanding principal balance of each Mortgage
        Loan as of the related Cut-off Date is determined after application of payments
        of principal due on or before the related Cut-off Date whether or not collected,
        together with any unscheduled principal prepayments collected prior to the
        related Cut-off Date; provided, however, that payments of scheduled principal
        and interest prepaid for a Due Date beyond the related Cut-off Date shall
        not be
        applied to the principal balance as of the related Cut-off Date. Such prepaid
        amounts shall be the property of the Purchaser. The Company shall deposit
        any
        such prepaid amounts into the Custodial Account, which account is established
        for the benefit of the Purchaser for subsequent remittance by the Company
        to the
        Purchaser.

      


      Section
        2.03 Servicing
        of Mortgage Loans.

      


      Simultaneously
        with the execution and delivery of each Term Sheet, the Company does hereby
        agree to directly service the Mortgage Loans listed on the related Mortgage
        Loan
        Schedule attached to the related Term Sheet subject to the terms of this
        Agreement and the related Term Sheet. The rights of the Purchaser to receive
        payments with respect to the related Mortgage Loans shall be as set forth
        in
        this Agreement.

      


      Section
        2.04 Record
        Title and Possession of Mortgage Files;
        Maintenance of Servicing Files.

      


      As
        of the
        related Closing Date, the Company sold, transferred, assigned, set over and
        conveyed to the Purchaser, without recourse, and the Company hereby acknowledges
        that the Purchaser has, but subject to the terms of this Agreement and the
        related Term Sheet, all the right, title and interest of the Company in and
        to
        the Mortgage Loans. Company will deliver the Mortgage Files to the Custodian
        designated by Purchaser, on or before the related Closing Date, at the expense
        of the Company. The Company shall maintain a Servicing File consisting of
        a copy
        of the contents of each Mortgage File and the originals of the documents
        in each
        Mortgage File not delivered to the Purchaser. The Servicing File shall contain
        all documents necessary to service the Mortgage Loans. The possession of
        each
        Servicing File by the Company is at the will of the Purchaser, for the sole
        purpose of servicing the related Mortgage Loan, and such retention and
        possession by the Company is in a custodial capacity only. From the related
        Closing Date, the ownership of each Mortgage Loan, including the Mortgage
        Note,
        the Mortgage, the contents of the related Mortgage File and all rights,
        benefits, proceeds and obligations arising therefrom or in connection therewith,
        has been vested in the Purchaser. All rights arising out of the Mortgage
        Loans
        including, but not limited to, all funds received on or in connection with
        the
        Mortgage Loans and all records or documents with respect to the Mortgage
        Loans
        prepared by or which come into the possession of the Company shall be received
        and held by the Company in trust for the benefit of the Purchaser as the
        owner
        of the Mortgage Loans. Any portion of the Mortgage Files retained by the
        Company
        shall be appropriately identified in the Company's computer system to clearly
        reflect the ownership of the Mortgage Loans by the Purchaser. The Company
        shall
        release its custody of the contents of the Mortgage Files only in accordance
        with written instructions of the Purchaser, except when such release is required
        as incidental to the Company's servicing of the Mortgage Loans or is in
        connection with a repurchase of any Mortgage Loan or Loans with respect thereto
        pursuant to this Agreement and the related Term Sheet, such written instructions
        shall not be required.

      


      Section
        2.05  Books
        and Records.

      


      The
        sale
        of each Mortgage Loan has been reflected on the Company's balance sheet and
        other financial statements as a sale of assets by the Company. The Company
        shall
        be responsible for maintaining, and shall maintain, a complete set of books
        and
        records for the Mortgage Loans that shall be appropriately identified in
        the
        Company's computer system to clearly reflect the ownership of the Mortgage
        Loan
        by the Purchaser. In particular, the Company shall maintain in its possession,
        available for inspection by the Purchaser, or its designee and shall deliver
        to
        the Purchaser upon demand, evidence of compliance with all federal, state
        and
        local laws, rules and regulations, and requirements of Fannie Mae or FHLMC,
        as
        applicable, including but not limited to documentation as to the method used
        in
        determining the applicability of the provisions of the Flood Disaster Protection
        Act of 1973, as amended, to the Mortgaged Property, documentation evidencing
        insurance coverage of any condominium project as required by Fannie Mae or
        FHLMC, and periodic inspection reports as required by Section 4.13. To the
        extent that original documents are not required for purposes of realization
        of
        Liquidation Proceeds or Insurance Proceeds, documents maintained by the Company
        may be in the form of microfilm or microfiche.

      


      The
        Company shall maintain with respect to each Mortgage Loan and shall make
        available for inspection by any Purchaser or its designee the related Servicing
        File during the time the Purchaser retains ownership of a Mortgage Loan and
        thereafter in accordance with applicable laws and regulations.

      


      In
        addition to the foregoing, Company shall provide to any supervisory agents
        or
        examiners that regulate Purchaser, including but not limited to, the FDIC
        and
        other similar entities, access, during normal business hours, upon reasonable
        advance notice to Company and without charge to Company or such supervisory
        agents or examiners, to any documentation regarding the Mortgage Loans that
        may
        be required by any applicable regulator.

      


      Section
        2.06. Transfer
        of Mortgage Loans.

      


      The
        Company shall keep at its servicing office books and records in which, subject
        to such reasonable regulations as it may prescribe, the Company shall note
        transfers of Mortgage Loans. No transfer of a Mortgage Loan may be made unless
        such transfer is in compliance with the terms hereof. For the purposes of
        this
        Agreement, the Company shall be under no obligation to deal with any person
        with
        respect to this Agreement or any Mortgage Loan unless a notice of the transfer
        of such Mortgage Loan has been delivered to the Company in accordance with
        this
        Section 2.06 and the books and records of the Company show such person as
        the
        owner of the Mortgage Loan. The Purchaser may, subject to the terms of this
        Agreement, sell and transfer one or more of the Mortgage Loans, provided,
        however, that the transferee will not be deemed to be a Purchaser hereunder
        binding upon the Company unless such transferee shall agree in writing to
        be
        bound by the terms of this Agreement and an original counterpart of the
        instrument of transfer in an Assignment and Assumption of this Agreement
        substantially in the form of Exhibit D hereto executed by the transferee
        shall
        have been delivered to the Company. The Purchaser also shall advise the Company
        of the transfer. Upon receipt of notice of the transfer, the Company shall
        mark
        its books and records to reflect the ownership of the Mortgage Loans of such
        assignee, and the previous Purchaser shall be released from its obligations
        hereunder with respect to the Mortgage Loans sold or transferred.

      


      Section
        2.07 Delivery
        of Mortgage Loan Documents.

      


      The
        Company shall deliver and release to the Purchaser or its designee the Mortgage
        Loan Documents in accordance with the terms of this Agreement and the related
        Term Sheet. The documents enumerated as items (1), (2), (3), (4), (5), (6),
        (7),
        (8), (9) and (16) in Exhibit A hereto shall be delivered by the Company to
        the
        Purchaser or its designee no later than three (3) Business Days prior to
        the
        related Closing Date pursuant to a bailee letter agreement. All other documents
        in Exhibit A hereto, together with all other documents executed in connection
        with the Mortgage Loan that Company may have in its possession, shall be
        retained by the Company in trust for the Purchaser. If the Company cannot
        deliver the original recorded Mortgage Loan Documents or the original policy
        of
        title insurance, including riders and endorsements thereto, on the related
        Closing Date, the Company shall, promptly upon receipt thereof and in any
        case
        not later than 120 days from the related Closing Date, deliver such original
        documents, including original recorded documents, to the Purchaser or its
        designee (unless the Company is delayed in making such delivery by reason
        of the
        fact that such documents shall not have been returned by the appropriate
        recording office). If delivery is not completed within 120 days solely due
        to
        delays in making such delivery by reason of the fact that such documents
        shall
        not have been returned by the appropriate recording office, Company shall
        deliver such document to Purchaser, or its designee, within such time period
        as
        specified in a Company's Officer's Certificate. In the event that documents
        have
        not been received by the date specified in the Company's Officer's Certificate,
        a subsequent Company's Officer's Certificate shall be delivered by such date
        specified in the prior Company's Officer's Certificate, stating a revised
        date
        for receipt of documentation. The procedure shall be repeated until the
        documents have been received and delivered. If
        delivery is not completed within 180 days solely due to delays in making
        such
        delivery by reason of the fact that such documents shall not have been returned
        by the appropriate recording office, the Company shall continue to use its
        best
        efforts to effect delivery as soon as possible thereafter, provided that
        if such
        documents are not delivered by the 270th day from the date of the related
        Closing Date, the Company shall repurchase the related Mortgage Loans at
        the
        Repurchase Price in accordance with Section 3.03 hereof.

      


      The
        Company shall pay all initial recording fees, if any, for the assignments
        of
        mortgage and any other fees in connection with the transfer of all original
        documents to the Purchaser or its designee. Company shall prepare, in recordable
        form, all assignments of mortgage necessary to assign the Mortgage Loans
        to
        Purchaser, or its designee. Company shall be responsible for recording the
        assignments of mortgage.

      


      Company
        shall provide an original or duplicate original of the title insurance policy
        to
        Purchaser or its designee within ninety (90) days of the receipt of the recorded
        documents (required for issuance of such policy) from the applicable recording
        office.

      


      Any
        review by the Purchaser, or its designee, of the Mortgage Files shall in
        no way
        alter or reduce the Company's obligations hereunder.

      


      If
        the
        Purchaser or its designee discovers any defect with respect to a Mortgage
        File,
        the Purchaser shall, or shall cause its designee to, give written specification
        of such defect to the Company which may be given in the exception report
        or the
        certification delivered pursuant to this Section 2.07, or otherwise in writing
        and the Company shall cure or repurchase such Mortgage Loan in accordance
        with
        Section 3.03.

      


      The
        Company shall forward to the Purchaser, or its designee, original documents
        evidencing an assumption, modification, consolidation or extension of any
        Mortgage Loan entered into in accordance with Section 4.01 or 6.01 within
        one
        week of their execution; provided, however, that the Company shall provide
        the
        Purchaser, or its designee, with a certified true copy of any such document
        submitted for recordation within one week of its execution, and shall provide
        the original of any document submitted for recordation or a copy of such
        document certified by the appropriate public recording office to be a true
        and
        complete copy of the original within sixty (60) days of its submission for
        recordation.

      


      From
        time
        to time the Company may have a need for Mortgage Loan Documents to be released
        from Purchaser, or its designee. Purchaser shall, or shall cause its designee,
        upon the written request of the Company, within ten (10) Business Days, deliver
        to the Company, any requested documentation previously delivered to Purchaser
        as
        part of the Mortgage File, provided that such documentation is promptly returned
        to Purchaser, or its designee, when the Company no longer requires possession
        of
        the document, and provided that during the time that any such documentation
        is
        held by the Company, such possession is in trust for the benefit of Purchaser.
        Company shall indemnify Purchaser, and its designee, from and against any
        and
        all losses, claims, damages, penalties, fines, forfeitures, costs and expenses
        (including court costs and reasonable attorney's fees) resulting from or
        related
        to the loss, damage, or misplacement of any documentation delivered to Company
        pursuant to this paragraph.

      


      Section
        2.08 Quality
        Control Procedures.

      


      The
        Company must have an internal quality control program that verifies, on a
        regular basis, the existence and accuracy of the legal documents, credit
        documents, property appraisals, and underwriting decisions. The program must
        be
        capable of evaluating and monitoring the overall quality of its loan production
        and servicing activities. The program is to ensure that the Mortgage Loans
        are
        originated and serviced in accordance with prudent mortgage banking practices
        and accounting principles; guard against dishonest, fraudulent, or negligent
        acts; and guard against errors and omissions by officers, employees, or other
        authorized persons.

      


      Section
        2.09 Near-term Principal Prepayments; Near Term Payment
        Defaults

      


      In
        the
        event any Principal Prepayment is made by a Mortgagor on or prior to sixty
        (60)
        days after the related Closing Date, the Company shall remit to the Purchaser
        an
        amount equal to the excess, if any, of the Purchase Price Percentage over
        par
        multiplied by the amount of such Principal Prepayment. Such remittance shall
        be
        made by the Company to Purchaser no later than the third Business Day following
        receipt of such Principal Prepayment by the Company.

      


      In
        the
        event any of the first two (2) scheduled Monthly Payments which are due under
        any Mortgage Loan after the related Cut-off Date are not made during the
        month
        in which such Monthly Payments are due, then not later than five (5) Business
        Days after notice to the Company by Purchaser (and at Purchaser’s sole option),
        the Company, shall repurchase such Mortgage Loan from the Purchaser pursuant
        to
        the repurchase provisions contained in this Subsection 3.03.

       

       

      
 

      ARTICLE
        III

      


      REPRESENTATIONS
        AND WARRANTIES OF

      THE
        COMPANY; REPURCHASE; REVIEW OF MORTGAGE LOANS

      


      Section
        3.01 Representations
        and Warranties of the Company. 

      


      The
        Company represents, warrants and covenants to the Purchaser that, as of the
        related Closing Date or as of such date specifically provided
        herein:

      


      (a) The
        Company is a corporation, duly organized, validly existing and in good standing
        under the laws of the State of Ohio and has all licenses necessary to carry
        out
        its business as now being conducted, and is licensed and qualified to transact
        business in and is in good standing under the laws of each state in which
        any
        Mortgaged Property is located or is otherwise exempt under applicable law
        from
        such licensing or qualification or is otherwise not required under applicable
        law to effect such licensing or qualification and no demand for such licensing
        or qualification has been made upon such Company by any such state, and in
        any
        event such Company is in compliance with the laws of any such state to the
        extent necessary to ensure the enforceability of each Mortgage Loan and the
        servicing of the Mortgage Loans in accordance with the terms of this
        Agreement;

       

      (b)
        The
        Company has the full power and authority and legal right to hold, transfer
        and
        convey each Mortgage Loan, to sell each Mortgage Loan and to execute, deliver
        and perform, and to enter into and consummate all transactions contemplated
        by
        this Agreement and the related Term Sheet and to conduct its business as
        presently conducted, has duly authorized the execution, delivery and performance
        of this Agreement and the related Term Sheet and any agreements contemplated
        hereby, has duly executed and delivered this Agreement and the related Term
        Sheet, and any agreements contemplated hereby, and this Agreement and the
        related Term Sheet and each Assignment to the Purchaser and any agreements
        contemplated hereby, constitutes a legal, valid and binding obligation of
        the
        Company, enforceable against it in accordance with its terms, and all requisite
        corporate action has been taken by the Company to make this Agreement and
        the
        related Term Sheet and all agreements contemplated hereby valid and binding
        upon
        the Company in accordance with their terms; 

      


      (c)
        Neither the execution and delivery of this Agreement and the related Term
        Sheet,
        nor the origination or purchase of the Mortgage Loans by the Company, the
        sale
        of the Mortgage Loans to the Purchaser, the consummation of the transactions
        contemplated hereby, or the fulfillment of or compliance with the terms and
        conditions of this Agreement and the related Term Sheet will conflict with
        any
        of the terms, conditions or provisions of the Company's charter or by-laws
        or
        materially conflict with or result in a material breach of any of the terms,
        conditions or provisions of any legal restriction or any agreement or instrument
        to which the Company is now a party or by which it is bound, or constitute
        a
        default or result in an acceleration under any of the foregoing, or result
        in
        the material violation of any law, rule, regulation, order, judgment or decree
        to which the Company or its properties are subject, or impair the ability
        of the
        Purchaser to realize on the Mortgage Loans.

      


      (d)
        There
        is no litigation, suit, proceeding or investigation pending or, to the best
        of
        Company’s knowledge, threatened, or any order or decree outstanding, with
        respect to the Company which, either in any one instance or in the aggregate,
        is
        reasonably likely to have a material adverse effect on the sale of the Mortgage
        Loans, the execution, delivery, performance or enforceability of this Agreement
        and the related Term Sheet, or which is reasonably likely to have a material
        adverse effect on the financial condition of the Company.

      


      (e)
        No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Company
        of
        or compliance by the Company with this Agreement or the related Term Sheet,
        or
        the sale of the Mortgage Loans and delivery of the Mortgage Files to the
        Purchaser or the consummation of the transactions contemplated by this Agreement
        or the related Term Sheet, except for consents, approvals, authorizations
        and
        orders which have been obtained;

      


      (f)
        The
        consummation of the transactions contemplated by this Agreement or the related
        Term Sheet is in the ordinary course of business of the Company and Company,
        and
        the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages
        by the Company pursuant to this Agreement or the related Term Sheet are not
        subject to bulk transfer or any similar statutory provisions in effect in
        any
        applicable jurisdiction;

      


      (g)
        The
        origination and servicing practices used by the Company and any prior originator
        or servicer with respect to each Mortgage Note and Mortgage have been legal
        and
        in accordance with applicable laws and regulations and the Mortgage Loan
        Documents, and in all material respects proper and prudent in the mortgage
        origination and servicing business. Each Mortgage Loan has been serviced
        in all
        material respects with Accepted Servicing Practices. With respect to escrow
        deposits and payments that the Company, on behalf of an investor, is entitled
        to
        collect, all such payments are in the possession of, or under the control
        of,
        the Company, and there exist no deficiencies in connection therewith for
        which
        customary arrangements for repayment thereof have not been made. All escrow
        payments have been collected in full compliance with state and federal law
        and
        the provisions of the related Mortgage Note and Mortgage. As to any Mortgage
        Loan that is the subject of an escrow, escrow of funds is not prohibited
        by
        applicable law and has been established in an amount sufficient to pay for
        every
        escrowed item that remains unpaid and has been assessed but is not yet due
        and
        payable. No escrow deposits or other charges or payments due under the Mortgage
        Note have been capitalized under any Mortgage or the related Mortgage
        Note;

      


      (h)
        The
        Company used no selection procedures that identified the Mortgage Loans as
        being
        less desirable or valuable than other comparable mortgage loans in the Company's
        portfolio at the related Cut-off Date; 

      


      (i) The
        Company will treat the sale of the Mortgage Loans to the Purchaser as a sale
        for
        reporting and accounting purposes and, to the extent appropriate, for federal
        income tax purposes; 

      


      (j) Company
        is an approved seller/servicer of residential mortgage loans for Fannie Mae,
        FHLMC and HUD, with such facilities, procedures and personnel necessary for
        the
        sound servicing of such mortgage loans. The Company is duly qualified, licensed,
        registered and otherwise authorized under all applicable federal, state and
        local laws, and regulations, if applicable, meets the minimum capital
        requirements set forth by the OCC, and is in good standing to sell mortgage
        loans to and service mortgage loans for Fannie Mae and FHLMC and no event
        has
        occurred which would make Company unable to comply with eligibility requirements
        or which would require notification to either Fannie Mae or FHLMC; 

      


      (k) The
        Company does not believe, nor does it have any cause or reason to believe,
        that
        it cannot perform each and every covenant contained in this Agreement or
        the
        related Term Sheet. The Company is solvent and the sale of the Mortgage Loans
        will not cause the Company to become insolvent. The sale of the Mortgage
        Loans
        is not undertaken with the intent to hinder, delay or defraud any of the
        Company's creditors;

      


      (l) No
        statement, tape, diskette, form, report or other document prepared by, or
        on
        behalf of, Company pursuant to this Agreement or the related Term Sheet or
        in
        connection with the transactions contemplated hereby, contains or will contain
        any statement that is or will be inaccurate or misleading in any material
        respect;

      


      (m)
         The
        Company acknowledges and agrees that the Servicing Fee represents reasonable
        compensation for performing such services and that the entire Servicing Fee
        shall be treated by the Company, for accounting and tax purposes, as
        compensation for the servicing and administration of the Mortgage Loans pursuant
        to this Agreement. In the opinion of Company, the consideration received
        by
        Company upon the sale of the Mortgage Loans to Purchaser under this Agreement
        and the related Term Sheet constitutes fair consideration for the Mortgage
        Loans
        under current market conditions. 

      


      (n)
         Company
        has delivered to the Purchaser financial statements of its parent, for its
        last
        two complete fiscal years. All such financial information fairly presents
        the
        pertinent results of operations and financial position for the period identified
        and has been prepared in accordance with GAAP consistently applied throughout
        the periods involved, except as set forth in the notes thereto. There has
        been
        no change in the business, operations, financial condition, properties or
        assets
        of the Company since the date of the Company’s financial information that would
        have a material adverse effect on its ability to perform its obligations
        under
        this Agreement;

      


      (o)
         The
        Company has not dealt with any broker, investment banker, agent or other
        person
        that may be entitled to any commission or compensation in connection with
        the
        sale of the Mortgage Loans; 

      


      Section
        3.02 Representations
        and Warranties as to Individual
        Mortgage Loans.

      


      References
        in this Section to percentages of Mortgage Loans refer in each case to the
        percentage of the aggregate Stated Principal Balance of the Mortgage Loans
        as of
        the related Cut-off Date, based on the outstanding Stated Principal Balances
        of
        the Mortgage Loans as of the related Cut-off Date, and giving effect to
        scheduled Monthly Payments due on or prior to the related Cut-off Date, whether
        or not received. References to percentages of Mortgaged Properties refer,
        in
        each case, to the percentages of expected aggregate Stated Principal Balances
        of
        the related Mortgage Loans (determined as described in the preceding sentence).
        The Company hereby represents and warrants to the Purchaser, as to each Mortgage
        Loan, as of the related Closing Date as follows:

      


      (a)
        The
        information set forth in the Mortgage Loan Schedule attached to the related
        Term
        Sheet is true, complete and correct in all material respects as of the related
        Cut-Off Date;

      


      (b) The
        Mortgage creates a valid, subsisting and enforceable first lien or a first
        priority ownership interest in an estate in fee simple in real property securing
        the related Mortgage Note subject to principles of equity, bankruptcy,
        insolvency and other laws of general application affecting the rights of
        creditors;

      


      (c)
        All
        payments due prior to the related Cut-off Date for such Mortgage Loan have
        been
        made as of the related Closing Date; the Mortgage Loan has not been dishonored;
        there are no material defaults under the terms of the Mortgage Loan; the
        Company
        has not advanced its own funds, or induced, solicited or knowingly received
        any
        advance of funds from a party other than the owner of the Mortgaged Property
        subject to the Mortgage, directly or indirectly, for the payment of any amount
        required by the Mortgage Loan. As
        of the
        related Closing Date, all of the Mortgage Loans will have an actual Interest
        Paid to Date of their related Cut-off Date(or later) and will be due for
        the
        scheduled monthly payment next succeeding the Cut-off Date (or later), as
        evidenced by a posting to Company's servicing collection system. No payment
        under any Mortgage Loan is delinquent as of the related Closing Date nor
        has any
        scheduled payment been delinquent at any time during the twelve (12) months
        prior to the month of the related Closing Date. For purposes of this paragraph,
        a Mortgage Loan will be deemed delinquent if any payment due thereunder was
        not
        paid by the Mortgagor in the month such payment was due;

      


      (d)
        There
        are no defaults by Company in complying with the terms of the Mortgage, and
        all
        taxes, governmental assessments, insurance premiums, water, sewer and municipal
        charges, leasehold payments or ground rents which previously became due and
        owing have been paid, or escrow funds have been established in an amount
        sufficient to pay for every such escrowed item which remains unpaid and which
        has been assessed but is not yet due and payable;

      


      (e)
        The
        terms of the Mortgage Note and the Mortgage have not been impaired, waived,
        altered or modified in any respect, except by written instruments which have
        been recorded to the extent any such recordation is required by law, or,
        necessary to protect the interest of the Purchaser. No instrument of waiver,
        alteration or modification has been executed except in connection with a
        modification agreement and which modification agreement is part of the Mortgage
        File and the terms of which are reflected in the related Mortgage Loan Schedule,
        and no Mortgagor has been released, in whole or in part, from the terms thereof
        except in connection with an assumption agreement and which assumption agreement
        is part of the Mortgage File and the terms of which are reflected in the
        related
        Mortgage Loan Schedule; the substance of any such waiver, alteration or
        modification has been approved by the issuer of any related Primary Mortgage
        Insurance Policy, Lender Primary Mortgage Insurance Policy and title insurance
        policy, to the extent required by the related policies;

      


      (f)
        The
        Mortgage Note and the Mortgage are not subject to any right of rescission,
        set-off, counterclaim or defense, including, without limitation, the defense
        of
        usury, nor will the operation of any of the terms of the Mortgage Note or
        the
        Mortgage, or the exercise of any right thereunder, render the Mortgage Note
        or
        Mortgage unenforceable, in whole or in part, or subject to any right of
        rescission, set-off, counterclaim or defense, including the defense of usury,
        and no such right of rescission, set-off, counterclaim or defense has been
        asserted with respect thereto; and as of the related Closing Date the Mortgagor
        was not a debtor in any state or federal bankruptcy or insolvency
        proceeding;

      


      (g)
        All
        buildings or other customarily insured improvements upon the Mortgaged Property
        are insured by an insurer acceptable under the Fannie Mae or FHLMC Guides,
        against loss by fire, hazards of extended coverage and such other hazards
        as are
        provided for in the Fannie Mae or FHLMC Guide, as well as all additional
        requirements set forth in Section 4.10 of this Agreement. All such standard
        hazard policies are in full force and effect and contain a standard mortgagee
        clause naming the Company and its successors in interest and assigns as loss
        payee and such clause is still in effect and all premiums due thereon have
        been
        paid. If required by the Flood Disaster Protection Act of 1973, as amended,
        the
        Mortgage Loan is covered by a flood insurance policy meeting the requirements
        of
        the current guidelines of the Federal Insurance Administration which policy
        conforms to Fannie Mae or FHLMC requirements, as well as all additional
        requirements set forth in Section 4.10 of this Agreement. Such policy was
        issued
        by an insurer acceptable under Fannie Mae or FHLMC guidelines. The Mortgage
        obligates the Mortgagor thereunder to maintain all such insurance at the
        Mortgagor's cost and expense, and on the Mortgagor's failure to do so,
        authorizes the holder of the Mortgage to maintain such insurance at the
        Mortgagor's cost and expense and to seek reimbursement therefor from the
        Mortgagor.
        Neither
        the Company (nor any prior originator or servicer of any of the Mortgage
        Loans)
        nor any Mortgagor has engaged in any act or omission which has impaired or
        would
        impair the coverage of any such policy, the benefits of the endorsement provided
        for herein, or the validity and binding effect of either;

      


      (h)
        Any
        and all requirements of any federal, state or local law including, without
        limitation, usury, truth-in-lending, real estate settlement procedures, consumer
        credit protection, equal credit opportunity or disclosure laws applicable
        to the
        Mortgage Loan have been complied with in all material respects; the Company
        maintains, and shall maintain, evidence of such compliance as required by
        applicable law or regulation and shall make such evidence available for
        inspection at the Company's office during normal business hours upon reasonable
        advance notice;

      


      (i)
        The
        Mortgage has not been satisfied, canceled or subordinated, in whole or in
        part,
        or rescinded, and the Mortgaged Property has not been released from the lien
        of
        the Mortgage, in whole or in part nor has any instrument been executed that
        would effect any such release, cancellation, subordination or rescission.
        The
        Company has not waived the performance by the Mortgagor of any action, if
        the
        Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
        in default, nor has the Company waived any default resulting from any action
        or
        inaction by the Mortgagor;

      


      (j) The
        Mortgage is a valid, subsisting, enforceable and perfected first lien on
        the
        Mortgaged Property, including all buildings on the Mortgaged Property and
        all
        installations and mechanical, electrical, plumbing, heating and air conditioning
        systems affixed to such buildings, and all additions, alterations and
        replacements made at any time with respect to the foregoing securing the
        Mortgage Note's original principal balance subject to principles of equity,
        bankruptcy, insolvency and other laws of general application affecting the
        rights of creditors. The Mortgage and the Mortgage Note do not contain any
        evidence of any security interest or other interest or right thereto. Such
        lien
        is free and clear of all adverse claims, liens and encumbrances having priority
        over the first lien of the Mortgage subject only to (1) the lien of
        non-delinquent current real property taxes and assessments not yet due and
        payable, (2) covenants, conditions and restrictions, rights of way, easements
        and other matters of the public record as of the date of recording which
        are
        acceptable to mortgage lending institutions generally and either (A) which
        are
        referred to in the lender’s title insurance policy delivered to the originator
        or otherwise considered in the appraisal made for the originator of the Mortgage
        Loan, or (B) which do not adversely affect the residential use or Appraised
        Value of the Mortgaged Property as set forth in such appraisal, and (3) other
        matters to which like properties are commonly subject which do not individually
        or in the aggregate materially interfere with the benefits of the security
        intended to be provided by the Mortgage or the use, enjoyment, value or
        marketability of the related Mortgaged Property. Any security agreement,
        chattel
        mortgage or equivalent document related to and delivered in connection with
        the
        Mortgage Loan establishes and creates a valid, subsisting, enforceable and
        perfected first lien and first priority security interest on the property
        described therein, and the Company has the full right to sell and assign
        the
        same to the Purchaser;

      


      (k)
        The
        Mortgage Note and the related Mortgage are original and genuine and each
        is the
        legal, valid and binding obligation of the maker thereof, enforceable in
        all
        respects in accordance with its terms subject to principles of equity,
        bankruptcy, insolvency and other laws of general application affecting the
        rights of creditors, and the Company has taken all action necessary to transfer
        such rights of enforceability to the Purchaser. All parties to the Mortgage
        Note
        and the Mortgage had the legal capacity to enter into the Mortgage Loan and
        to
        execute and deliver the Mortgage Note and the Mortgage. The Mortgage Loan
        Documents are on forms acceptable to Fannie Mae and FHLMC. The Mortgage Note
        and
        the Mortgage have been duly and properly executed by such parties. No fraud,
        error, omission, misrepresentation, negligence or similar occurrence with
        respect to a Mortgage Loan has taken place on the part of Company or the
        Mortgagor, or on the part of any other party involved in the origination
        or
        servicing of the Mortgage Loan. The proceeds of the Mortgage Loan have been
        fully disbursed and there is no requirement for future advances thereunder,
        and
        any and all requirements as to completion of any on-site or off-site
        improvements and as to disbursements of any escrow funds therefor have been
        complied with. All costs, fees and expenses incurred in making or closing
        the
        Mortgage Loan and the recording of the Mortgage were paid, and the Mortgagor
        is
        not entitled to any refund of any amounts paid or due under the Mortgage
        Note or
        Mortgage;

      


      (l)
        The
        Company is the sole owner and holder of the Mortgage Loan and the indebtedness
        evidenced by the Mortgage Note. Upon the sale of the Mortgage Loan to the
        Purchaser, the Company will retain the Mortgage File or any part thereof
        with
        respect thereto not delivered to the Purchaser or the Purchaser’s designee in
        trust only for the purpose of servicing and supervising the servicing of
        the
        Mortgage Loan. Immediately prior to the transfer and assignment to the
        Purchaser, the Mortgage Loan, including the Mortgage Note and the Mortgage,
        were
        not subject to an assignment, sale or pledge to any person other than Purchaser,
        and the Company had good and marketable title to and was the sole owner thereof
        and had full right to transfer and sell the Mortgage Loan to the Purchaser
        free
        and clear of any encumbrance, equity, lien, pledge, charge, claim or security
        interest and has the full right and authority subject to no interest or
        participation of, or agreement with, any other party, to sell and assign
        the
        Mortgage Loan pursuant to this Agreement and following the sale of the Mortgage
        Loan, the Purchaser will own such Mortgage Loan free and clear of any
        encumbrance, equity, participation interest, lien, pledge, charge, claim
        or
        security interest. The Company intends to relinquish all rights to possess,
        control and monitor the Mortgage Loan, except for the purposes of servicing
        the
        Mortgage Loan as set forth in this Agreement. After the related Closing Date,
        the Company will not have any right to modify or alter the terms of the sale
        of
        the Mortgage Loan and the Company will not have any obligation or right to
        repurchase the Mortgage Loan or substitute another Mortgage Loan, except
        as
        provided in this Agreement, or as otherwise agreed to by the Company and
        the
        Purchaser;

      


      (m)
        Each
        Mortgage Loan is covered by an ALTA lender's title insurance policy or other
        generally acceptable form of policy or insurance acceptable to Fannie Mae
        or
        FHLMC (including adjustable rate endorsements), issued by a title insurer
        acceptable to Fannie Mae or FHLMC and qualified to do business in the
        jurisdiction where the Mortgaged Property is located, insuring (subject to
        the
        exceptions contained in (j)(1), (2) and (3) above) the Company, its successors
        and assigns, as to the first priority lien of the Mortgage in the original
        principal amount of the Mortgage Loan and against any loss by reason of the
        invalidity or unenforceability of the lien resulting from the provisions
        of the
        Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly
        Payment. Where required by state law or regulation, the Mortgagor has been
        given
        the opportunity to choose the carrier of the required mortgage title insurance.
        The Company, its successors and assigns, is the sole insured of such lender's
        title insurance policy, such title insurance policy has been duly and validly
        endorsed to the Purchaser or the assignment to the Purchaser of the Company's
        interest therein does not require the consent of or notification to the insurer
        and such lender's title insurance policy is in full force and effect and
        will be
        in full force and effect upon the consummation of the transactions contemplated
        by this Agreement. No claims have been made under such lender's title insurance
        policy, and no prior holder or servicer of the related Mortgage, including
        the
        Company, nor any Mortgagor, has done, by act or omission, anything which
        would
        impair the coverage of such lender's title insurance policy;

      


      (n)
        There
        is no default, breach, violation or event of acceleration existing under
        the
        Mortgage or the related Mortgage Note and no event which, with the passage
        of
        time or with notice and the expiration of any grace or cure period, would
        constitute a default, breach, violation or event permitting acceleration;
        and
        neither the Company, nor any prior mortgagee has waived any default, breach,
        violation or event permitting acceleration;

      


      (o)
        There
        are no mechanics' or similar liens or claims which have been filed for work,
        labor or material (and no rights are outstanding that under law could give
        rise
        to such liens) affecting the related Mortgaged Property which are or may
        be
        liens prior to or equal to the lien of the related Mortgage;

      


      (p)
        All
        improvements subject to the Mortgage which were considered in determining
        the
        appraised value of the Mortgaged Property lie wholly within the boundaries
        and
        building restriction lines of the Mortgaged Property (and wholly within the
        project with respect to a condominium unit) and no improvements on adjoining
        properties encroach upon the Mortgaged Property except those which are insured
        against by the title insurance policy referred to in clause (m) above and
        all
        improvements on the property comply with all applicable zoning and subdivision
        laws and ordinances;

      


      (q)
        Each
        Mortgage Loan was originated by or for the Company pursuant to, and conforms
        with, the Company’s underwriting guidelines attached as Exhibit H hereto. The
        Mortgage Loan bears interest at an adjustable rate (if applicable) as set
        forth
        in the related Mortgage Loan Schedule, and Monthly Payments under the Mortgage
        Note are due and payable on the first day of each month. The Mortgage contains
        the usual and enforceable provisions of the Company at the time of origination
        for the acceleration of the payment of the unpaid principal amount of the
        Mortgage Loan if the related Mortgaged Property is sold without the prior
        consent of the mortgagee thereunder;

      


      (r)
        The
        Mortgaged Property is not subject to any material damage. At origination
        of the
        Mortgage Loan there was not, since origination of the Mortgage Loan there
        has
        not been, and there currently is no proceeding pending for the total or partial
        condemnation of the Mortgaged Property. The Company has not received
        notification that any such proceedings are scheduled to commence at a future
        date;

      


      (s)
        The
        related Mortgage contains customary and enforceable provisions such as to
        render
        the rights and remedies of the holder thereof adequate for the realization
        against the Mortgaged Property of the benefits of the security provided thereby,
        including, (1) in the case of a Mortgage designated as a deed of trust, by
        trustee's sale, and (2) otherwise by judicial foreclosure. There is no homestead
        or other exemption available to the Mortgagor which would interfere with
        the
        right to sell the Mortgaged Property at a trustee's sale or the right to
        foreclose the Mortgage;

      


      (t)
        If
        the Mortgage constitutes a deed of trust, a trustee, authorized and duly
        qualified if required under applicable law to act as such, has been properly
        designated and currently so serves and is named in the Mortgage, and no fees
        or
        expenses, except as may be required by local law, are or will become payable
        by
        the Purchaser to the trustee under the deed of trust, except in connection
        with
        a trustee's sale or attempted sale after default by the Mortgagor;

      


      (u)
        The
        Mortgage File contains an appraisal of the related Mortgaged Property signed
        prior to the final approval of the mortgage loan application by a Qualified
        Appraiser, approved by the Company, who had no interest, direct or indirect,
        in
        the Mortgaged Property or in any loan made on the security thereof, and whose
        compensation is not affected by the approval or disapproval of the Mortgage
        Loan, and the appraisal and appraiser both satisfy the requirements of Fannie
        Mae or FHLMC and Title XI of the Federal Institutions Reform, Recovery, and
        Enforcement Act of 1989 and the regulations promulgated thereunder, all as
        in
        effect on the date the Mortgage Loan was originated. The appraisal is in
        a form
        acceptable to Fannie Mae or FHLMC;

      


      (v)
        All
        parties which have had any interest in the Mortgage, whether as mortgagee,
        assignee, pledgee or otherwise, are (or, during the period in which they
        held
        and disposed of such interest, were) (A) in compliance with any and all
        applicable licensing requirements of the laws of the state wherein the Mortgaged
        Property is located, and (B) (1) organized under the laws of such state,
        or (2)
        qualified to do business in such state, or (3) federal savings and loan
        associations or national banks or a Federal Home Loan Bank or savings bank
        having principal offices in such state, or (4) not doing business in such
        state;

      


      (w)
        The
        related Mortgage Note is not and has not been secured by any collateral except
        the lien of the corresponding Mortgage and the security interest of any
        applicable security agreement or chattel mortgage referred to above and such
        collateral does not serve as security for any other obligation;

      


      (x)
        The
        Mortgagor has received and has executed, where applicable, all disclosure
        materials required by applicable law with respect to the making of such mortgage
        loans;

      


      (y)
        The
        Mortgage Loan does not contain balloon or "graduated payment" features; No
        Mortgage Loan is subject to a buydown agreement or contains any buydown
        provision;

      


      (z)
        The
        Mortgagor is not in bankruptcy and, the Mortgagor is not insolvent and the
        Company has no knowledge of any circumstances or conditions with respect
        to the
        Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
        standing that could reasonably be expected to cause investors to regard the
        Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to become
        delinquent, or materially adversely affect the value or marketability of
        the
        Mortgage Loan;

      


      (aa)
        Each
        Mortgage Loan bears interest based upon a thirty (30) day month and a three
        hundred and sixty (360) day year. The Mortgage Loans have an original term
        to
        maturity of not more than thirty (30) years, with interest payable in arrears
        on
        the first day of each month. As to each adjustable rate Mortgage Loan, on
        each
        applicable Adjustment Date, the Mortgage Interest Rate will be adjusted to
        equal
        the sum of the Index, plus the applicable Margin; provided, that the Mortgage
        Interest Rate, on each applicable Adjustment Date, will not increase by more
        than the Initial Rate Cap or Periodic Rate Cap, as applicable. Over the term
        of
        each adjustable rate Mortgage Loan, the Mortgage Interest Rate will not exceed
        such Mortgage Loan's Lifetime Rate Cap. None of the Mortgage Loans are
“interest-only” Mortgage Loans or “negative amortization” Mortgage Loans. With
        the respect to each adjustable rate Mortgage Loan, each Mort-gage Note requires
        a monthly payment which is suffi-cient (a) during the period prior to the
        first
        adjust-ment to the Mortgage Interest Rate, to fully amortize the original
        principal balance over the original term thereof and to pay interest at the
        related Mortgage Interest Rate, and (b) during the period following each
        Adjust-ment Date, to fully amortize the outstanding principal balance as
        of the
        first day of such period over the then remaining term of such Mortgage Note
        and
        to pay interest at the related Mortgage Interest Rate. With the respect to
        each
        adjustable rate Mortgage Loan, the Mortgage Note provides that when the Mortgage
        Interest Rate changes on an Adjustment Date, the then outstanding principal
        balance will be reamortized over the remaining life of the Mortgage Loan.
        No
        Mortgage Loan contains terms or provi-sions which would result in negative
        amortization. None of the Mortgage Loans contain a conversion feature which
        would cause the Mortgage Loan interest rate to convert to a fixed interest
        rate.
        None of the Mortgage Loans are considered agricultural loans; 

      


      (bb)
         
        (INTENTIONALLY LEFT BLANK)

      


      (cc)
        (INTENTIONALLY LEFT BLANK)

      


      (dd)
        (INTENTIONALLY LEFT BLANK)

       

      (ee)
        (INTENTIONALLY LEFT BLANK) 

      


      (ff)
        (INTENTIONALLY LEFT BLANK)

      


      (gg) 
        (INTENTIONALLY LEFT BLANK)

      


      (hh) Unless
        set forth in the related Term Sheet, in the event the Mortgage Loan had an
        LTV
        at origination greater than 80.00%, either (i) the excess of the principal
        balance of the Mortgage Loan over 75.0% of the Appraised Value of the Mortgaged
        Property with respect to a Refinanced Mortgage Loan, or the lesser of the
        Appraised Value or the purchase price of the Mortgaged Property with respect
        to
        a purchase money Mortgage Loan was insured as to payment defaults by a Primary
        Mortgage Insurance Policy issued by a Qualified Insurer or (ii) the Mortgage
        Loan was insured as to payment defaults by a Lender Primary Mortgage Insurance
        Policy issued by a Qualified Insurer. No Mortgage Loan has an LTV over 95%.
        All
        provisions of such Primary Mortgage Insurance Policy or Lender Primary Mortgage
        Insurance Policy, as applicable, have been and are being complied with, such
        policy is in full force and effect, and all premiums due thereunder have
        been
        paid. No Mortgage Loan requires payment of such premiums, in whole or in
        part,
        by the Purchaser. No action, inaction, or event has occurred and no state
        of
        facts exists that has, or will result in the exclusion from, denial of, or
        defense to coverage. Any Mortgage Loan subject to a Primary Mortgage Insurance
        Policy obligates the Mortgagor thereunder to maintain the Primary Mortgage
        Insurance Policy, subject to state and federal law, and to pay all premiums
        and
        charges in connection therewith. Any Mortgage Loan subject to a Lender Primary
        Mortgage Insurance Policy obligates the Company to maintain the Lender Primary
        Mortgage Insurance Policy and to pay all premiums and charges in connection
        therewith. No action has been taken or failed to be taken, on or prior to
        the
        Closing Date which has resulted or will result in an exclusion from, denial
        of,
        or defense to coverage under any Primary Mortgage Insurance Policy or Lender
        Primary Mortgage Insurance Policy (including, without limitation, any
        exclusions, denials or defenses which would limit or reduce the availability
        of
        the timely payment of the full amount of the loss otherwise due thereunder
        to
        the insured) whether arising out of actions, representations, errors, omissions,
        negligence, or fraud of the Company or the Mortgagor, or for any other reason
        under such coverage; With respect to any Primary Mortgage Insurance Policy,
        the
        mortgage interest rate for the Mortgage Loan as set forth on the related
        Mortgage Loan Schedule is net of any such insurance premium;

      


      (ii) The
        Assignment is in recordable form and is acceptable for recording under the
        laws
        of the jurisdiction in which the Mortgaged Property is located;

      


      (jj) Unless
        otherwise specified in the related Term Sheet, none of the Mortgage Loans
        are
        secured by an interest in a leasehold estate. The Mortgaged Property is located
        in the state identified in the related Mortgage Loan Schedule and consists
        of a
        single parcel of real property with a detached single family residence erected
        thereon, or a townhouse, or a two-to four-family dwelling, or an individual
        condominium unit in a condominium project, or an individual unit in a planned
        unit development or a de minimis planned unit development, provided, however,
        that no residence or dwelling is a single parcel of real property with a
        manufactured home not affixed to a permanent foundation, or a mobile home.
        Any
        condominium unit or planned unit development conforms with the Company’s
        underwriting guidelines. As
        of the
        date of origination, no portion of any Mortgaged Property is used for commercial
        purposes, and since the Origination Date, no portion of any Mortgaged Property
        has been, or currently is, used for commercial purposes;

      


      (kk) Payments
        on the Mortgage Loan commenced no more than sixty (60) days after the funds
        were
        disbursed in connection with the Mortgage Loan. The Mortgage Note is payable
        on
        the first day of each month in monthly installments of principal and interest,
        which installments are subject to change due to the adjustments to the Mortgage
        Interest Rate on each Adjustment Date, with interest calculated and payable
        in
        arrears. Each of the Mortgage Loans will amortize fully by the stated maturity
        date, over an original term of not more than thirty years from commencement
        of
        amortization;

      


      (ll) As
        of the
        Closing Date of the Mortgage Loan, the Mortgage Property was lawfully occupied
        under applicable law, and all inspections, licenses and certificates required
        to
        be made or issued with respect to all occupied portions of the Mortgaged
        Property and, with respect to the use and occupancy of the same, including
        but
        not limited to certificates of occupancy and fire underwriting certificates,
        have been made or obtained from the appropriate authorities;

      


      (mm) There
        is
        no pending action or proceeding directly involving the Mortgaged Property
        in
        which compliance with any environmental law, rule or regulation is an issue;
        there is no violation of any environmental law, rule or regulation with respect
        to the Mortgaged Property; and the Company has not received any notice of
        any
        environmental hazard on the Mortgaged Property and nothing further remains
        to be
        done to satisfy in full all requirements of each such law, rule or regulation
        constituting a prerequisite to use and enjoyment of said property;

      


      (nn) The
        Mortgagor has not notified the Company, and the Company has no knowledge
        of any
        relief requested or allowed to the Mortgagor under the Soldiers' and Sailors'
        Civil Relief Act of 1940;

      


      (oo)
        No
        Mortgage Loan is a construction or rehabilitation Mortgage Loan or was made
        to
        facilitate the trade-in or exchange of a Mortgaged Property;

      


      (pp) The
        Mortgagor for each Mortgage Loan is a natural person;

      


      (qq) None
        of
        the Mortgage Loans are Co-op Loans; 

      


      (rr)
         With
        respect to each Mortgage Loan that has a prepayment penalty feature, each
        such
        prepayment penalty is enforceable and will be enforced by the Company and
        each
        prepayment penalty is permitted pursuant to federal, state and local law.
        No
        Mortgage Loan will impose a prepayment penalty for a term in excess of five
        years from the date such Mortgage Loan was originated. Except as otherwise
        set
        forth on the Mortgage Loan Schedule, with respect to each Mortgage Loan that
        contains a prepayment penalty, such prepayment penalty is at least equal
        to the
        lesser of (A) the maximum amount permitted under applicable law and (B) six
        months interest at the related Mortgage Interest Rate on the amount prepaid
        in
        excess of 20% of the original principal balance of such Mortgage
        Loan;

      


      (ss)
         With
        respect to each Mortgage Loan either (i) the fair market value of the Mortgaged
        Property securing such Mortgage Loan was at least equal to 80 percent of
        the
        original principal balance of such Mortgage Loan at the time such Mortgage
        Loan
        was originated or (ii) (a) the Mortgage Loan is only secured by the Mortgage
        Property and (b) substantially all of the proceeds of such Mortgage Loan
        were
        used to acquire or to improve or protect the Mortgage Property. For the purposes
        of the preceding sentence, if the Mortgage Loan has been significantly modified
        other than as a result of a default or a reasonable foreseeable default,
        the
        modified Mortgage Loan will be viewed as having been originated on the date
        of
        the modification;

      


      (tt)
        The
        Mortgage Loan was originated by a mortgagee approved by the Secretary of
        Housing
        and Urban Development pursuant to sections 203 and 211 of the National Housing
        Act, a savings and loan association, a savings bank, a commercial bank, credit
        union, insurance company or similar institution which is supervised and examined
        by a federal or state authority; 

      


      (uu)
        None
        of the Mortgage Loans are simple interest Mortgage Loans and none of the
        Mortgaged Properties are timeshares; 

      


      (vv)
        All
        of the terms of the Mortgage pertaining to interest rate adjustments, payment
        adjustments and adjustments of the outstanding principal balance are
        enforceable, all such adjustments have been properly made, including the
        mailing
        of required notices, and such adjustments do not and will not affect the
        priority of the Mortgage lien. With respect to each Mortgage Loan which has
        passed its initial Adjustment Date, Company has performed an audit of the
        Mortgage Loan to determine whether all interest rate adjustments have been
        made
        in accordance with the terms of the Mortgage Note and Mortgage; and

      


      (ww)
        Each
        Mortgage Note, each Mortgage, each Assignment and any other documents required
        pursuant to this Agreement to be delivered to the Purchaser or its designee,
        or
        its assignee for each Mortgage Loan, have been, on or before the related
        Closing
        Date, delivered to the Purchaser or its designee, or its assignee.

      


      Section
        3.03 Repurchase;
        Substitution.

      


      It
        is
        understood and agreed that the representations and warranties set forth in
        Sections 3.01 and 3.02 shall survive the sale of the Mortgage Loans and delivery
        of the Mortgage Loan Documents to the Purchaser, or its designee, and shall
        inure to the benefit of the Purchaser, notwithstanding any restrictive or
        qualified endorsement on any Mortgage Note or Assignment or the examination,
        or
        lack of examination, of any Mortgage File. Upon discovery by either the Company
        or the Purchaser of a breach of any of the foregoing representations and
        warranties which materially and adversely affects the value of the Mortgage
        Loans or the interest of the Purchaser in any Mortgage Loan, the party
        discovering such breach shall give prompt written notice to the other. The
        Company shall have a period of sixty (60) days from the earlier of its discovery
        or its receipt of notice of any such breach within which to correct or cure
        such
        breach. The Company hereby covenants and agrees that if any such breach is
        not
        corrected or cured within such sixty day period, the Company shall, at the
        Purchaser's option and not later than ninety (90) days of its discovery or
        its
        receipt of notice of such breach, repurchase such Mortgage Loan at the
        Repurchase Price or, with the Purchaser's prior consent and at Purchaser’s sole
        option, substitute a Mortgage Loan as provided below. In the event that any
        such
        breach shall involve any representation or warranty set forth in Section
        3.01,
        and such breach is not cured within sixty (60) days of the earlier of either
        discovery by or notice to the Company of such breach, all Mortgage Loans
        shall,
        at the option of the Purchaser, be repurchased by the Company at the Repurchase
        Price. Any such repurchase shall be accomplished by wire transfer of immediately
        available funds to Purchaser in the amount of the Repurchase Price.

      


      If
        the
        Company is required to repurchase any Mortgage Loan pursuant to this Section
        3.03, the Company may, with the Purchaser's prior consent and at Purchaser’s
        sole option, within ninety (90) days from the related Closing Date, remove
        such
        defective Mortgage Loan from the terms of this Agreement and substitute another
        mortgage loan for such defective Mortgage Loan, in lieu of repurchasing such
        defective Mortgage Loan. Any substitute Mortgage Loan is subject to Purchaser
        acceptability. Any substituted Loans will comply with the representations
        and
        warranties set forth in this Agreement as of the substitution date

      


      The
        Company shall amend the related Mortgage Loan Schedule to reflect the withdrawal
        of the removed Mortgage Loan from this Agreement and the substitution of
        such
        substitute Mortgage Loan therefor. Upon such amendment, the Purchaser shall
        review the Mortgage File delivered to it relating to the substitute Mortgage
        Loan. In the event of such a substitution, accrued interest on the substitute
        Mortgage Loan for the month in which the substitution occurs and any Principal
        Prepayments made thereon during such month shall be the property of the
        Purchaser and accrued interest for such month on the Mortgage Loan for which
        the
        substitution is made and any Principal Prepayments made thereon during such
        month shall be the property of the Company. The principal payment on a
        substitute Mortgage Loan due on the Due Date in the month of substitution
        shall
        be the property of the Company and the principal payment on the Mortgage
        Loan
        for which the substitution is made due on such date shall be the property
        of the
        Purchaser.

      


      It
        is
        understood and agreed that the obligation of the Company set forth in this
        Section 3.03 to cure, repurchase or substitute for a defective Mortgage Loan,
        and to indemnify Purchaser pursuant to Section 8.01, constitute the sole
        remedies of the Purchaser respecting a breach of the foregoing representations
        and warranties. If the Company fails to repurchase or substitute for a defective
        Mortgage Loan in accordance with this Section 3.03, or fails to cure a defective
        Mortgage Loan to Purchaser's reasonable satisfaction in accordance with this
        Section 3.03, or to indemnify Purchaser pursuant to Section 8.01, that failure
        shall be an Event of Default and the Purchaser shall be entitled to pursue
        all
        remedies available in this Agreement as a result thereof. No provision of
        this
        paragraph shall affect the rights of the Purchaser to terminate this Agreement
        for cause, as set forth in Sections 10.01 and 11.01.

      


      Any
        cause
        of action against the Company relating to or arising out of the breach of
        any
        representations and warranties made in Sections 3.01 and 3.02 shall accrue
        as to
        any Mortgage Loan upon (i) the earlier of discovery of such breach by the
        Company or notice thereof by the Purchaser to the Company, (ii) failure by
        the
        Company to cure such breach or repurchase such Mortgage Loan as specified
        above,
        and (iii) demand upon the Company by the Purchaser for compliance with this
        Agreement.

      


      In
        the
        event that any Mortgage Loan is held by a REMIC, notwithstanding any contrary
        provision of this Agreement, with respect to any Mortgage Loan that is not
        in
        default or as to which no default is imminent, no substitution pursuant to
        Subsection 3.03 shall be made after the applicable REMIC's "start up day"
        (as
        defined in Section 860G(a) (9) of the Code), unless the Company has obtained
        an
        Opinion of Counsel to the effect that such substitution will not (i) result
        in
        the imposition of taxes on "prohibited transactions" of such REMIC (as defined
        in Section 860F of the Code) or otherwise subject the REMIC to tax, or (ii)
        cause the REMIC to fail to qualify as a REMIC at any time.

      


      Section
        3.04 Representations
        and Warranties of the Purchaser.

       

      The
        Purchaser represents, warrants and convenants to the Company that, as of
        the
        related Closing Date or as of such date specifically provided
        herein:

      


      (a)  The
        Purchaser is a corporation, dully organized validly existing and in good
        standing under the laws of the State of Delaware and is qualified to transact
        business in, is in good standing under the laws of, and possesses all licenses
        necessary for the conduct of its business in, each state in which any Mortgaged
        Property is located or is otherwise except or not required under applicable
        law
        to effect such qualification or license;

      


      (b)  The
        Purchaser has full power and authority to hold each Mortgage Loan, to purchase
        each Mortgage Loan pursuant to this Agreement and the related Term Sheet
        and to
        execute, deliver and perform, and to enter into and consummate all transactions
        contemplated by this Agreement and the related Term Sheet and to conduct
        its
        business as presently conducted, has duly authorized the execution, delivery
        and
        performance of this Agreement and the related Term Sheet, has duly executed
        and
        delivered this Agreement and the related Term Sheet;

      


      (c) None
        of
        the execution and delivery of this Agreement and the related Term Sheet,
        the
        purchase of the Mortgage Loans, the consummation of the transactions
        contemplated hereby, or the fulfillment of or compliance with the terms and
        conditions of this Agreement and the related Term Sheet will conflict with
        any
        of the terms, conditions or provisions of the Purchaser’s charter or by-laws or
        materially conflict with or result in a material breach of any of the terms,
        conditions or provisions
        of any legal restriction or any agreement or instrument to which the Purchaser
        is now a party or by which it is bound, or constitute a default or result
        in an
        acceleration under any of the foregoing, or result in the material violation
        of
        any law, rule, regulation, order, judgment or decree to which the Purchaser
        or
        its property is subject;

      


      (d) There
        is
        no litigation pending or to the best of the Purchaser’s knowledge, threatened
        with respect to the Purchaser which is reasonably likely to have a material
        adverse effect on the purchase of the related Mortgage Loans, the execution,
        delivery or enforceability of this Agreement and the related Term Sheet,
        or
        which is reasonably likely to have a material adverse effect on the financial
        condition of the Purchaser;

      


      (e) No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Purchaser
        of
        or compliance by the Purchaser with this Agreement and the related Term Sheet,
        the purchase of the Mortgage Loans or the consummation of the transactions
        contemplated by this Agreement and the related Term Sheet except for consents,
        approvals, authorizations and orders which have been obtained;

      


      (f) The
        consummation of the transactions contemplated by this Agreement and the related
        Term Sheet is in the ordinary course of business of the Purchaser;

      


      (h) The
        Purchaser will treat the purchase of the Mortgage Loans from the Company
        as a
        purchase for reporting, tax and accounting purposes; and

      


      (i) The
        Purchaser does not believe, nor does it have any cause or reason to believe,
        that it cannot perform each and every of its covenants contained in this
        Agreement and the related Term Sheet.

      


      The
        Purchaser shall indemnify the Company and hold it harmless against any claims,
        proceedings, losses, damages, penalties, fines, forfeitures, reasonable and
        necessary legal fees and related costs, judgments, and other costs and expenses
        resulting from a breach by the Purchaser of the representations and warranties
        contained in this Section 3.04. It is understood and agreed that the obligations
        of the Purchaser set forth in this Section 3.04 to indemnify the Seller as
        provided herein constitute the sole remedies of the Seller respecting a breach
        of the foregoing representations and warranties.

      


      


      ARTICLE
        IV

      


      ADMINISTRATION
        AND SERVICING OF MORTGAGE LOANS

      


      Section
        4.01 Company
        to Act as Servicer.

      


      The
        Company, as independent contract servicer, shall service and administer the
        Mortgage Loans in accordance with this Agreement and the related Term Sheet
        and
        with Accepted Servicing Practices, and shall have full power and authority,
        acting alone, to do or cause to be done any and all things in connection
        with
        such servicing and administration which the Company may deem necessary or
        desirable and consistent with the terms of this Agreement and the related
        Term
        Sheet and with Accepted Servicing Practices and exercise the same care that
        it
        customarily employs for its own account. Except as set forth in this Agreement
        and the related Term Sheet, the Company shall service the Mortgage Loans
        in
        strict compliance with the servicing provisions of the Fannie Mae Guides
        (special servicing option), which include, but are not limited to, provisions
        regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan
        payments, the payment of taxes, insurance and other charges, the maintenance
        of
        hazard insurance with a Qualified Insurer, the maintenance of mortgage
        impairment insurance, the maintenance of fidelity bond and errors and omissions
        insurance, inspections, the restoration of Mortgaged Property, the maintenance
        of Primary Mortgage Insurance Policies and Lender Primary Mortgage Insurance
        Policies, insurance claims, the title, management and disposition of REO
        Property, permitted withdrawals with respect to REO Property, liquidation
        reports, and reports of foreclosures and abandonments of Mortgaged Property,
        the
        transfer of Mortgaged Property, the release of Mortgage Files, annual
        statements, and examination of records and facilities. In the event of any
        conflict, inconsistency or discrepancy between any of the servicing provisions
        of this Agreement and the related Term Sheet and any of the servicing provisions
        of the Fannie Mae Guides, the provisions of this Agreement and the related
        Term
        Sheet shall control and be binding upon the Purchaser and the Company.


      


      Consistent
        with the terms of this Agreement and the related Term Sheet, the Company
        may
        waive, modify or vary any term of any Mortgage Loan or consent to the
        postponement of any such term or in any manner grant indulgence to any Mortgagor
        if in the Company's reasonable and prudent determination such waiver,
        modification, postponement or indulgence is not materially adverse to the
        Purchaser, provided, however, that unless the Company has obtained the prior
        written consent of the Purchaser, the Company shall not permit any modification
        with respect to any Mortgage Loan that would change the Mortgage Interest
        Rate,
        defer for more than ninety days or forgive any payment of principal or interest,
        reduce or increase the outstanding principal balance (except for actual payments
        of principal) or change the final maturity date on such Mortgage Loan. In
        the
        event of any such modification which has been agreed to in writing by the
        Purchaser and which permits the deferral of interest or principal payments
        on
        any Mortgage Loan, the Company shall, on the Business Day immediately preceding
        the Remittance Date in any month in which any such principal or interest
        payment
        has been deferred, deposit in the Custodial Account from its own funds, in
        accordance with Section 4.04, the difference between (a) such month's principal
        and one month's interest at the Mortgage Loan Remittance Rate on the unpaid
        principal balance of such Mortgage Loan and (b) the amount paid by the
        Mortgagor. The Company shall be entitled to reimbursement for such advances
        to
        the same extent as for all other advances pursuant to Section 4.05. Without
        limiting the generality of the foregoing, the Company shall continue, and
        is
        hereby authorized and empowered, to prepare, execute and deliver, all
        instruments of satisfaction or cancellation, or of partial or full release,
        discharge and all other comparable instruments, with respect to the Mortgage
        Loans and with respect to the Mortgaged Properties. Notwithstanding anything
        herein to the contrary, the Company may not enter into a forbearance agreement
        or similar arrangement with respect to any Mortgage Loan which runs more
        than
        180 days after the first delinquent Due Date. Any such agreement shall be
        approved by Purchaser and, if required, by the Primary Mortgage Insurance
        Policy
        insurer and Lender Primary Mortgage Insurance Policy insurer, if required.
        

      


      Notwithstanding
        anything in this Agreement to the contrary, if any Mortgage Loan becomes
        subject
        to a Pass-Through Transfer, the Company (a) with respect to such Mortgage
        Loan,
        shall not permit any modification with respect to such Mortgage Loan that
        would
        change the Mortgage Interest Rate and (b) shall not (unless the Mortgagor
        is in
        default with respect to such Mortgage Loan or such default is, in the judgment
        of the Company, reasonably foreseeable) make or permit any modification,
        waiver
        or amendment of any term of such Mortgage Loan that would both (i) effect
        an
        exchange or reissuance of such Mortgage Loan under Section 1001 of the Code
        (or
        Treasury regulations promulgated thereunder) and (ii) cause any REMIC to
        fail to
        qualify as a REMIC under the Code or the imposition of any tax on “prohibited
        transactions” or “contriburions” after the startup date under the REMIC
        Provisions.

      


      Prior
        to
        taking any action with respect to the Mortgage Loans subject to a Pass-Through
        Transfer, which is not contemplated under the terms of this Agreement, the
        Company will obtain an Opinion of Counsel acceptable to the trustee in such
        Pass-Through Transfer with respect to whether such action could result in
        the
        imposition of a tax upon any REMIC (including but not limited to the tax
        on
        prohibited transactions as defined in Section 860F(a)(2) of the Code and
        the tax
        on contributions to a REMIC set forth in Section 860G(d) of the Code)(either
        such event, an “Adverse REMIC Event”), and the Company shall not take any such
        actions as to which it has been advised that an Adverse REMIC Event could
        occur.

      


      The
        Company shall not permit the creation of any “interests” (within the meaning of
        Section 860G of the Code) in any REMIC. The Company shall not enter into
        any
        arrangement by which a REMIC will receive a fee or other compensation for
        services nor permit a REMIC to receive any income from assets other than
        “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
        investments” as defined in Section 860G(a)(5) of the Code.

      


      In
        servicing and administering the Mortgage Loans, the Company shall employ
        Accepted Servicing Practices, giving due consideration to the Purchaser's
        reliance on the Company. Unless a different time period is stated in this
        Agreement or the related Term Sheet, Purchaser shall be deemed to have given
        consent in connection with a particular matter if Purchaser does not
        affirmatively grant or deny consent within five (5) Business Days from the
        date
        Purchaser receives a second written request for consent for such matter from
        Company as servicer. 

      


      The
        Mortgage Loans may be subserviced by a Subservicer on behalf of the Company
        provided that the Subservicer is an entity that engages in the business of
        servicing loans, and in either case shall be authorized to transact business,
        and licensed to service mortgage loans, in the state or states where the
        related
        Mortgaged Properties it is to service are situated, if and to the extent
        required by applicable law to enable the Subservicer to perform its obligations
        hereunder and under the Subservicing Agreement, and in either case shall
        be a
        FHLMC or Fannie Mae approved mortgage servicer in good standing, and no event
        has occurred, including but not limited to a change in insurance coverage,
        which
        would make it unable to comply with the eligibility requirements for lenders
        imposed by Fannie Mae or for seller/servicers imposed by Fannie Mae or FHLMC,
        or
        which would require notification to Fannie Mae or FHLMC. In addition, each
        Subservicer will obtain and preserve its qualifications to do business as
        a
        foreign corporation and its licenses to service mortgage loans, in each
        jurisdiction in which such qualifications and/or licenses are or shall be
        necessary to protect the validity and enforceability of this Agreement, or
        any
        of the Mortgage Loans and to perform or cause to be performed its duties
        under
        the related Subservicing Agreement. The Company may perform any of its servicing
        responsibilities hereunder or may cause the Subservicer to perform any such
        servicing responsibilities on its behalf, but the use by the Company of the
        Subservicer shall not release the Company from any of its obligations hereunder
        and the Company shall remain responsible hereunder for all acts and omissions
        of
        the Subservicer as fully as if such acts and omissions were those of the
        Company. The Company shall pay all fees and expenses of the Subservicer from
        its
        own funds, and the Subservicer's fee shall not exceed the Servicing Fee.
        Company
        shall notify Purchaser promptly in writing upon the appointment of any
        Subservicer.

      


      At
        the
        cost and expense of the Company, without any right of reimbursement from
        the
        Custodial Account, the Company shall be entitled to terminate the rights
        and
        responsibilities of the Subservicer and arrange for any servicing
        responsibilities to be performed by a successor subservicer meeting the
        requirements in the preceding paragraph, provided, however, that nothing
        contained herein shall be deemed to prevent or prohibit the Company, at the
        Company's option, from electing to service the related Mortgage Loans itself.
        In
        the event that the Company's responsibilities and duties under this Agreement
        are terminated pursuant to Section 4.13, 8.04, 9.01 or 10.01 and if requested
        to
        do so by the Purchaser, the Company shall at its own cost and expense terminate
        the rights and responsibilities of the Subservicer effective as of the date
        of
        termination of the Company. The Company shall pay all fees, expenses or
        penalties necessary in order to terminate the rights and responsibilities
        of the
        Subservicer from the Company's own funds without reimbursement from the
        Purchaser.

      


      Notwithstanding
        any of the provisions of this Agreement relating to agreements or arrangements
        between the Company and the Subservicer or any reference herein to actions
        taken
        through the Subservicer or otherwise, the Company shall not be relieved of
        its
        obligations to the Purchaser and shall be obligated to the same extent and
        under
        the same terms and conditions as if it alone were servicing and administering
        the Mortgage Loans. The Company shall be entitled to enter into an agreement
        with the Subservicer for indemnification of the Company by the Subservicer
        and
        nothing contained in this Agreement shall be deemed to limit or modify such
        indemnification. The Company will indemnify and hold Purchaser harmless from
        any
        loss, liability or expense arising out of its use of a Subservicer to perform
        any of its servicing duties, responsibilities and obligations
        hereunder.

      


      Any
        Subservicing Agreement and any other transactions or services relating to
        the
        Mortgage Loans involving the Subservicer shall be deemed to be between the
        Subservicer and Company alone, and the Purchaser shall have no obligations,
        duties or liabilities with respect to the Subservicer including no obligation,
        duty or liability of Purchaser to pay the Subservicer's fees and expenses.
        For
        purposes of distributions and advances by the Company pursuant to this
        Agreement, the Company shall be deemed to have received a payment on a Mortgage
        Loan when the Subservicer has received such payment.

      


      Section
        4.02 Collection
        of Mortgage Loan Payments.

      


      Continuously
        from the date hereof until the date each Mortgage Loan ceases to be subject
        to
        this Agreement, the Company will proceed diligently to collect all payments
        due
        under each Mortgage Loan when the same shall become due and payable and shall,
        to the extent such procedures shall be consistent with this Agreement, Accepted
        Servicing Practices, and the terms and provisions of any related Primary
        Mortgage Insurance Policy and Lender Primary Mortgage Insurance Policy, follow
        such collection procedures as it follows with respect to mortgage loans
        comparable to the Mortgage Loans and held for its own account. Further, the
        Company will take special care in ascertaining and estimating annual escrow
        payments, and all other charges that, as provided in the Mortgage, will become
        due and payable, so that the installments payable by the Mortgagors will
        be
        sufficient to pay such charges as and when they become due and
        payable.

      


      In
        no
        event will the Company waive its right to any prepayment penalty or premium
        without the prior written consent of Purchaser and Company will use diligent
        efforts to collect same when due except as otherwise provided in the prepayment
        penalty rider to the Mortgage. 

      


      Section
        4.03 Realization
        Upon Defaulted Mortgage

      


      The
        Company shall use its best efforts, consistent with the procedures that the
        Company would use in servicing loans for its own account, consistent with
        Accepted Servicing Practices, any Primary Mortgage Insurance Policies and
        Lender
        Primary Mortgage Insurance Policies and the best interest of Purchaser, to
        foreclose upon or otherwise comparably convert the ownership of properties
        securing such of the Mortgage Loans as come into and continue in default
        and as
        to which no satisfactory arrangements can be made for collection of delinquent
        payments pursuant to Section 4.01. Foreclosure or comparable proceedings
        shall
        be initiated or a notice of default sent within ninety (90) days of default
        for
        Mortgaged Properties for which no satisfactory arrangements can be made for
        collection of delinquent payments, subject to state and federal law and
        regulation. The Company shall use its best efforts to realize upon defaulted
        Mortgage Loans in such manner as will maximize the receipt of principal and
        interest by the Purchaser, taking into account, among other things, the timing
        of foreclosure proceedings. The foregoing is subject to the provisions that,
        in
        any case in which a Mortgaged Property shall have suffered damage, the Company
        shall not be required to expend its own funds toward the restoration of such
        property unless it shall determine in its discretion (i) that such restoration
        will increase the proceeds of liquidation of the related Mortgage Loan to
        the
        Purchaser after reimbursement to itself for such expenses, and (ii) that
        such
        expenses will be recoverable by the Company through Insurance Proceeds or
        Liquidation Proceeds from the related Mortgaged Property, as contemplated
        in
        Section 4.05. Company shall obtain prior approval of Purchaser as to repair
        or
        restoration expenses in excess of ten thousand dollars ($10,000). The Company
        shall notify the Purchaser in writing of the commencement of foreclosure
        proceedings. The Company shall be responsible for all costs and expenses
        incurred by it in any such proceedings or functions; provided, however, that
        it
        shall be entitled to reimbursement thereof from the related property, as
        contemplated in Section 4.05. Notwithstanding anything to the contrary contained
        herein, in connection with a foreclosure or acceptance of a deed in lieu
        of
        foreclosure, in the event the Company has reasonable cause to believe that
        a
        Mortgaged Property is contaminated by hazardous or toxic substances or wastes,
        or if the Purchaser otherwise requests an environmental inspection or review
        of
        such Mortgaged Property, such an inspection or review is to be conducted
        by a
        qualified inspector at the Purchaser's expense. Upon completion of the
        inspection, the Company shall promptly provide the Purchaser with a written
        report of the environmental inspection. After reviewing the environmental
        inspection report, the Purchaser shall determine how the Company shall proceed
        with respect to the Mortgaged Property. 

      


      Notwithstanding
        anything to the contrary contained herein, the Purchaser may, at the Purchaser's
        sole option, terminate the Company as servicer of any Mortgage Loan which
        becomes ninety (90) days or greater delinquent in payment of a scheduled
        Monthly
        Payment, without payment of any termination fee with respect thereto, provided
        that the Company shall on the date said termination takes effect be reimbursed
        for any unreimbursed advances of the Company's funds made pursuant to Section
        5.03 and any unreimbursed Servicing Advances and Servicing Fees in each case
        relating to the Mortgage Loan underlying such delinquent Mortgage Loan
        notwithstanding anything to the contrary set forth in Section 4.05. In the
        event
        of any such termination, the provisions of Section 11.01 hereof shall apply
        to
        said termination and the transfer of servicing responsibilities with respect
        to
        such delinquent Mortgage Loan to the Purchaser or its designee.

      


      In
        the
        event that a Mortgage Loan becomes part of a REMIC, and becomes REO Property,
        such property shall be disposed of by the Company, with the consent of Purchaser
        as required pursuant to this Agreement, before the close of the third taxable
        year following the taxable year in which the Mortgage Loan became an REO
        Property, unless the Company provides to the trustee under such REMIC an
        opinion
        of counsel to the effect that the holding of such REO Property subsequent
        to the
        close of the third taxable year following the taxable year in which the Mortgage
        Loan became an REO Property, will not result in the imposition of taxes on
        "prohibited transactions" as defined in Section 860F of the Code, or cause
        the
        transaction to fail to qualify as a REMIC at any time that certificates are
        outstanding. Company shall manage, conserve, protect and operate each such
        REO
        Property for the certificateholders solely for the purpose of its prompt
        disposition and sale in a manner which does not cause such property to fail
        to
        qualify as "foreclosure property" within the meaning of Section 860F(a)(2)(E)
        of
        the Code, or any "net income from foreclosure property" which is subject
        to
        taxation under the REMIC provisions of the Code. Pursuant to its efforts
        to sell
        such property, the Company shall either itself or through an agent selected
        by
        Company, protect and conserve such property in the same manner and to such
        an
        extent as is customary in the locality where such property is located.


      


      Section
        4.04 Establishment
        of Custodial Accounts; Deposits in
        Custodial Accounts.

      


      The
        Company shall segregate and hold all funds collected and received pursuant
        to
        each Mortgage Loan separate and apart from any of its own funds and general
        assets and shall establish and maintain one or more Custodial Accounts. The
        Custodial Account shall be an Eligible Account. Funds
        deposited in the Custodial Account, which shall be deposited within 24 hours
        of
        receipt, shall at all times be insured by the FDIC up to the FDIC insurance
        limits, or must be invested in Permitted Investments for the benefit of the
        Purchaser. Funds
        deposited in the Custodial Account may be drawn on by the Company in accordance
        with Section 4.05. The creation of any Custodial Account shall be evidenced
        by a
        letter agreement in the form shown in Exhibit B hereto. The original of such
        letter agreement shall be furnished to the Purchaser on the Closing Date,
        and
        upon the request of any subsequent Purchaser.

      


      The
        Company shall deposit in the Custodial Account on a daily basis, and retain
        therein the following payments and collections received or made by it subsequent
        to the Cut-off Date, or received by it prior to the Cut-off Date but allocable
        to a period subsequent thereto, other than in respect of principal and interest
        on the Mortgage Loans due on or before the Cut-off Date:

      


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

      


      (ii)
        all
        payments on account of interest on the Mortgage Loans adjusted to the Mortgage
        Loan Remittance Rate;

      


      (iii)
        all
        Liquidation Proceeds;

      


      (iv)
        any
        amounts required to be deposited by the Company in connection with any REO
        Property pursuant to Section 4.13 and in connection therewith, the Company
        shall
        provide the Purchaser with written detail itemizing all of such
        amounts;

      


      (v)
        all
        Insurance Proceeds including amounts required to be deposited pursuant to
        Sections 4.08, 4.10 and 4.11, other than proceeds to be held in the Escrow
        Account and applied to the restoration or repair of the Mortgaged Property
        or
        released to the Mortgagor in accordance with Accepted Servicing Practices,
        the
        Mortgage Loan Documents or applicable law;

      


      (vi)
        all
        Condemnation Proceeds affecting any Mortgaged Property which are not released
        to
        the Mortgagor in accordance with Accepted Servicing Practices, the loan
        documents or applicable law;

      


      (vii)
        any
        Monthly Advances;

      


      (viii)
        with
        respect to each full or partial Principal Prepayment, any Prepayment Interest
        Shortfalls, to the extent of the Company’s aggregate Servicing Fee received with
        respect to the related Prepayment Period;

      


      (ix)
        any
        amounts required to be deposited by the Company pursuant to Section 4.10
        in
        connection with the deductible clause in any blanket hazard insurance policy,
        such deposit shall be made from the Company's own funds, without reimbursement
        therefor; and

      


      (x)
        any
        amounts required to be deposited in the Custodial Account pursuant to Section
        4.01, 4.13 or 6.02.

      


      The
        foregoing requirements for deposit in the Custodial Account shall be exclusive,
        it being understood and agreed that, without limiting the generality of the
        foregoing, payments in the nature of late payment charges and assumption
        fees,
        to the extent permitted by Section 6.01, need not be deposited by the Company
        in
        the Custodial Account. Any interest paid on funds deposited in the Custodial
        Account by the depository institution shall accrue to the benefit of the
        Company
        and the Company shall be entitled to retain and withdraw such interest from
        the
        Custodial Account pursuant to Section 4.05 (iv). The
        Purchaser shall not be responsible for any losses suffered with respect to
        investment of funds in the Custodial Account.

       

      Section
        4.05 Permitted
        Withdrawals From the Custodial Account.

      


      The
        Company may, from time to time, withdraw from the Custodial Account for the
        following purposes:

      


      (i) to
        make
        payments to the Purchaser in the amounts and in the manner provided for in
        Section 5.01;

      


      (ii)
        to
        reimburse itself for Monthly Advances, the Company's right to reimburse itself
        pursuant to this subclause (ii) being limited to amounts received on the
        related
        Mortgage Loan which represent late collections (net of the related Servicing
        Fees) of principal and/or interest respecting which any such advance was
        made,
        it being understood that, in the case of such reimbursement, the Company's
        right
        thereto shall be prior to the rights of the Purchaser, except that, where
        the
        Company is required to repurchase a Mortgage Loan, pursuant to Section 3.03,
        the
        Company's right to such reimbursement shall be subsequent to the payment
        to the
        Purchaser of the Repurchase Price pursuant to such Section and all other
        amounts
        required to be paid to the Purchaser with respect to such Mortgage
        Loan;

      


      (iii)
        to
        reimburse itself for unreimbursed Servicing Advances and any unpaid Servicing
        Fees(or REO administration fees described in Section 4.13), the Company's
        right
        to reimburse itself pursuant to this subclause (iii) with respect to any
        Mortgage Loan being limited to related proceeds from Liquidation Proceeds,
        Condemnation Proceeds and Insurance Proceeds in accordance with the relevant
        provisions of the Fannie Mae Guides or as otherwise set forth in this Agreement;
        any recovery shall be made upon liquidation of the REO Property; 

      


      (iv) to
        pay to
        itself as part of its servicing compensation (a) any interest earned on funds
        in
        the Custodial Account (all such interest to be withdrawn monthly not later
        than
        each Remittance Date), and (b) the Servicing Fee from that portion of any
        payment or recovery as to interest with respect to a particular Mortgage
        Loan;

      


      (v) to
        pay to
        itself with respect to each Mortgage Loan that has been repurchased pursuant
        to
        Section 3.03 all amounts received thereon and not distributed as of the date
        on
        which the related repurchase price is determined,

      


      (vi) to
        transfer funds to another Eligible Account in accordance with Section 4.09
        hereof;

      


      (vii) to
        remove
        funds inadvertently placed in the Custodial Account by the Company;
        and

      


      (vi) to
        clear
        and terminate the Custodial Account upon the termination of this
        Agreement.

      


      


      Section
        4.06 Establishment
        of Escrow Accounts; Deposits
        in Escrow Accounts.

      


      The
        Company shall segregate and hold all funds collected and received pursuant
        to
        each Mortgage Loan which constitute Escrow Payments separate and apart from
        any
        of its own funds and general assets and shall establish and maintain one
        or more
        Escrow Accounts. The Escrow Account shall be an Eligible Account. Funds
        deposited in each Escrow Account shall at all times be insured in a manner
        to
        provide maximum insurance under the insurance limitations of the FDIC, or
        must
        be invested in Permitted Investments. Funds
        deposited in the Escrow Account may be drawn on by the Company in accordance
        with Section 4.07. The creation of any Escrow Account shall be evidenced
        by a
        letter agreement in the form shown in Exhibit C. The original of such letter
        agreement shall be furnished to the Purchaser on the Closing Date, and upon
        request to any subsequent purchaser.

      


      The
        Company shall deposit in the Escrow Account or Accounts on a daily basis,
        and
        retain therein:

      


      (i) all
        Escrow Payments collected on account of the Mortgage Loans, for the purpose
        of
        effecting timely payment of any such items as required under the terms of
        this
        Agreement;

      


      (ii) all
        Insurance Proceeds which are to be applied to the restoration or repair of
        any
        Mortgaged Property; and

      


      (iii) all
        Servicing Advances for Mortgagors whose Escrow Payments are insufficient
        to
        cover escrow disbursements.

      


      The
        Company shall make withdrawals from the Escrow Account only to effect such
        payments as are required under this Agreement, and for such other purposes
        as
        shall be as set forth or in accordance with Section 4.07. The Company shall
        be
        entitled to retain any interest paid on funds deposited in the Escrow Account
        by
        the depository institution other than interest on escrowed funds required
        by law
        to be paid to the Mortgagor and, to the extent required by law, the Company
        shall pay interest on escrowed funds to the Mortgagor notwithstanding that
        the
        Escrow Account is non-interest bearing or that interest paid thereon is
        insufficient for such purposes. The
        Purchaser shall not be responsible for any losses suffered with respect to
        investment of funds in the Escrow Account.

      


      


      Section
        4.07 Permitted
        Withdrawals From Escrow Account.

      


      Withdrawals
        from the Escrow Account may be made by Company only:

      


      (i) to
        effect
        timely payments of ground rents, taxes, assessments, water rates, Primary
        Mortgage Insurance Policy premiums, if applicable, fire and hazard insurance
        premiums, condominium assessments and comparable items;

      


      (ii) to
        reimburse Company for any Servicing Advance made by Company with respect
        to a
        related Mortgage Loan but only from amounts received on the related Mortgage
        Loan which represent late payments or collections of Escrow Payments
        thereunder;

      


      (iii) to
        refund
        to the Mortgagor any funds as may be determined to be overages;

      


      (iv) for
        transfer to the Custodial Account in accordance with the terms of this
        Agreement;

      


      (v) for
        application to restoration or repair of the Mortgaged Property;

      


      (vi) to
        pay to
        the Company, or to the Mortgagor to the extent required by law, any interest
        paid on the funds deposited in the Escrow Account;

      


      (vii)
         to
        clear
        and terminate the Escrow Account on the termination of this Agreement. As
        part
        of its servicing duties, the Company shall pay to the Mortgagors interest
        on
        funds in Escrow Account, to the extent required by law, and to the extent
        that
        interest earned on funds in the Escrow Account is insufficient, shall pay
        such
        interest from its own funds, without any reimbursement therefor;
        and

      


      (viii)
        to
        pay to the Mortgagors or other parties Insurance Proceeds deposited in
        accordance with Section 4.06.

      


      Section
        4.08 Payment
        of Taxes, Insurance and Other Charges; Maintenance of Primary
Mortgage
        Insurance
        Policies; Collections Thereunder.

       

      With
        respect to each Mortgage Loan, the Company shall maintain accurate records
        reflecting the status of ground rents, taxes, assessments, water rates and
        other
        charges which are or may become a lien upon the Mortgaged Property and the
        status of primary mortgage insurance premiums and fire and hazard insurance
        coverage and shall obtain, from time to time, all bills for the payment of
        such
        charges, including renewal premiums and shall effect payment thereof prior
        to
        the applicable penalty or termination date and at a time appropriate for
        securing maximum discounts allowable, employing for such purpose deposits
        of the
        Mortgagor in the Escrow Account which shall have been estimated and accumulated
        by the Company in amounts sufficient for such purposes, as allowed under
        the
        terms of the Mortgage or applicable law. To the extent that the Mortgage
        does
        not provide for Escrow Payments, the Company shall determine that any such
        payments are made by the Mortgagor at the time they first become due. The
        Company assumes full responsibility for the timely payment of all such bills
        and
        shall effect timely payments of all such bills irrespective of the Mortgagor's
        faithful performance in the payment of same or the making of the Escrow Payments
        and shall make advances from its own funds to effect such payments.

      


      The
        Company will maintain in full force and effect Primary Mortgage Insurance
        Policies and Lender Primary Mortgage Insurance Policies issued by a Qualified
        Insurer with respect to each Mortgage Loan for which such coverage is herein
        required. Such coverage will be terminated only with the approval of Purchaser,
        or as required by applicable law or regulation. The Company will not cancel
        or
        refuse to renew any Primary Mortgage Insurance Policy or Lender Primary Mortgage
        Insurance Policy in effect on the Closing Date that is required to be kept
        in
        force under this Agreement unless a replacement Primary Mortgage Insurance
        Policy or Lender Primary Mortgage Insurance Policy for such canceled or
        nonrenewed policy is obtained from and maintained with a Qualified Insurer.
        The
        Company shall not take any action which would result in non-coverage under
        any
        applicable Primary Mortgage Insurance Policy or Lender Primary Mortgage
        Insurance Policy of any loss which, but for the actions of the Company would
        have been covered thereunder. In connection with any assumption or substitution
        agreement entered into or to be entered into pursuant to Section 6.01, the
        Company shall promptly notify the insurer under the related Primary Mortgage
        Insurance Policy or Lender Primary Mortgage Insurance Policy, if any, of
        such
        assumption or substitution of liability in accordance with the terms of such
        policy and shall take all actions which may be required by such insurer as
        a
        condition to the continuation of coverage under the Primary Mortgage Insurance
        Policy or Lender Primary Mortgage Insurance Policy. If such Primary Mortgage
        Insurance Policy or Lender Primary Mortgage Insurance Policy is terminated
        as a
        result of such assumption or substitution of liability, the Company shall
        obtain
        a replacement Primary Mortgage Insurance Policy or Lender Primary Mortgage
        Insurance Policy as provided above.

      


      In
        connection with its activities as servicer, the Company agrees to prepare
        and
        present, on behalf of itself and the Purchaser, claims to the insurer under
        any
        Primary Mortgage Insurance Policy or Lender Primary Mortgage Insurance Policy
        in
        a timely fashion in accordance with the terms of such Primary Mortgage Insurance
        Policy or Lender Primary Mortgage Insurance Policy and, in this regard, to
        take
        such action as shall be necessary to permit recovery under any Primary Mortgage
        Insurance Policy or Lender Primary Mortgage Insurance Policy respecting a
        defaulted Mortgage Loan. Pursuant to Section 4.04, any amounts collected
        by the
        Company under any Primary Mortgage Insurance Policy or Lender Primary Mortgage
        Insurance Policy shall be deposited in the Custodial Account, subject to
        withdrawal pursuant to Section 4.05.

      


      Section
        4.09 Transfer
        of Accounts.

      


      The
        Company may transfer the Custodial Account or the Escrow Account to a different
        Eligible Account from time to time. Such transfer shall be made only upon
        obtaining the prior written consent of the Purchaser, which consent will
        not be
        unreasonably withheld.

      


      Section
        4.10 Maintenance
        of Hazard Insurance.

      


      The
        Company shall cause to be maintained for each Mortgage Loan fire and hazard
        insurance with extended coverage as is acceptable to Fannie Mae or FHLMC
        and
        customary in the area where the Mortgaged Property is located in an amount
        which
        is equal to the lesser of (i) the maximum insurable value of the improvements
        securing such Mortgage Loan or (ii) the greater of (a) the outstanding principal
        balance of the Mortgage Loan, and (b) an amount such that the proceeds thereof
        shall be sufficient to prevent the Mortgagor and/or the mortgagee from becoming
        a co-insurer. If required by the Flood Disaster Protection Act of 1973, as
        amended, each Mortgage Loan shall be covered by a flood insurance policy
        meeting
        the requirements of the current guidelines of the Federal Insurance
        Administration in effect with an insurance carrier acceptable to Fannie Mae
        or
        FHLMC, in an amount representing coverage not less than the least of (i)
        the
        outstanding principal balance of the Mortgage Loan, (ii) the maximum insurable
        value of the improvements securing such Mortgage Loan or (iii) the maximum
        amount of insurance which is available under the Flood Disaster Protection
        Act
        of 1973, as amended. If at any time during the term of the Mortgage Loan,
        the
        Company determines in accordance with applicable law and pursuant to the
        Fannie
        Mae Guides that a Mortgaged Property is located in a special flood hazard
        area
        and is not covered by flood insurance or is covered in an amount less than
        the
        amount required by the Flood Disaster Protection Act of 1973, as amended,
        the
        Company shall notify the related Mortgagor that the Mortgagor must obtain
        such
        flood insurance coverage, and if said Mortgagor fails to obtain the required
        flood insurance coverage within forty-five (45) days after such notification,
        the Company shall immediately force place the required flood insurance on
        the
        Mortgagor’s behalf. The Company shall also maintain on each REO Property, fire
        and hazard insurance with extended coverage in an amount which is at least
        equal
        to the maximum insurable value of the improvements which are a part of such
        property, and, to the extent required and available under the Flood Disaster
        Protection Act of 1973, as amended, flood insurance in an amount as provided
        above. Any amounts collected by the Company under any such policies other
        than
        amounts to be deposited in the Escrow Account and applied to the restoration
        or
        repair of the Mortgaged Property or REO Property, or released to the Mortgagor
        in accordance with Accepted Servicing Practices, shall be deposited in the
        Custodial Account, subject to withdrawal pursuant to Section 4.05. It is
        understood and agreed that no other additional insurance need be required
        by the
        Company of the Mortgagor or maintained on property acquired in respect of
        the
        Mortgage Loan, other than pursuant to this Agreement, the Fannie Mae Guides
        or
        such applicable state or federal laws and regulations as shall at any time
        be in
        force and as shall require such additional insurance. All such policies shall
        be
        endorsed with standard mortgagee clauses with loss payable to the Company
        and
        its successors and/or assigns and shall provide for at least thirty days
        prior
        written notice of any cancellation, reduction in the amount or material change
        in coverage to the Company. The Company shall not interfere with the Mortgagor's
        freedom of choice in selecting either his insurance carrier or agent, provided,
        however, that the Company shall not accept any such insurance policies from
        insurance companies unless such companies are Qualified Insurers.

      


      Section
        4.11 Maintenance
        of Mortgage Impairment Insurance
        Policy.

      


      In
        the
        event that the Company shall obtain and maintain a blanket policy issued
        by an
        insurer acceptable to Fannie Mae or FHLMC insuring against hazard losses
        on all
        of the Mortgage Loans, then, to the extent such policy provides coverage
        in an
        amount equal to the amount required pursuant to Section 4.10 and otherwise
        complies with all other requirements of Section 4.10, it shall conclusively
        be
        deemed to have satisfied its obligations as set forth in Section 4.10, it
        being
        understood and agreed that such policy may contain a deductible clause, in
        which
        case the Company shall, in the event that there shall not have been maintained
        on the related Mortgaged Property or REO Property a policy complying with
        Section 4.10, and there shall have been a loss which would have been covered
        by
        such policy, deposit in the Custodial Account the amount not otherwise payable
        under the blanket policy because of such deductible clause. In connection
        with
        its activities as servicer of the Mortgage Loans, the Company agrees to prepare
        and present, on behalf of the Purchaser, claims under any such blanket policy
        in
        a timely fashion in accordance with the terms of such policy. Upon request
        of
        the Purchaser, the Company shall cause to be delivered to the Purchaser a
        certified true copy of such policy and shall use its best efforts to obtain
        a
        statement from the insurer thereunder that such policy shall in no event
        be
        terminated or materially modified without thirty (30) days' prior written
        notice
        to the Purchaser.

      


      Section
        4.12 Fidelity
        Bond, Errors and Omissions Insurance.

      


      The
        Company shall maintain, at its own expense, a blanket fidelity bond and an
        errors and omissions insurance policy, with broad coverage with responsible
        companies on all officers, employees or other persons acting in any capacity
        with regard to the Mortgage Loan to handle funds, money, documents and papers
        relating to the Mortgage Loan. The Fidelity Bond shall be in the form of
        the
        Mortgage Banker's Blanket Bond and shall protect and insure the Company against
        losses, including forgery, theft, embezzlement and fraud of such persons.
        The
        errors and omissions insurance shall protect and insure the Company against
        losses arising out of errors and omissions and negligent acts of such persons.
        Such errors and omissions insurance shall also protect and insure the Company
        against losses in connection with the failure to maintain any insurance policies
        required pursuant to this Agreement and the release or satisfaction of a
        Mortgage Loan without having obtained payment in full of the indebtedness
        secured thereby. No provision of this Section 4.12 requiring the Fidelity
        Bond
        or errors and omissions insurance shall diminish or relieve the Company from
        its
        duties and obligations as set forth in this Agreement. The minimum coverage
        under any such bond and insurance policy shall be at least equal to the
        corresponding amounts required by Fannie Mae in the Fannie Mae Guides. Upon
        request by the Purchaser, the Company shall deliver to the Purchaser a
        certificate from the surety and the insurer as to the existence of the Fidelity
        Bond and errors and omissions insurance policy and shall obtain a statement
        from
        the surety and the insurer that such Fidelity Bond or insurance policy shall
        in
        no event be terminated or materially modified without thirty (30) days' prior
        written notice to the Purchaser. The Company shall notify the Purchaser within
        five (5) business days of receipt of notice that such Fidelity Bond or insurance
        policy will be, or has been, materially modified or terminated. The Purchaser
        (or any party having the status of Purchaser hereunder) and any subsidiary
        thereof and their successors or assigns as their interests may appear must
        be
        named as loss payees on the Fidelity Bond and as additional insured on the
        errors and omissions policy. Upon request by Purchaser, Company shall provide
        Purchaser with an insurance certificate certifying coverage under this Section
        4.12, and will provide an update to such certificate upon request, or upon
        renewal or material modification of coverage.

      


      Section
        4.13 Title,
        Management and Disposition of REO Property.

      


      In
        the
        event that title to the Mortgaged Property is acquired in foreclosure or
        by deed
        in lieu of foreclosure, the deed or certificate of sale shall be taken in
        the
        name of the Purchaser or its designee, or in the event the Purchaser or its
        designee is not authorized or permitted to hold title to real property in
        the
        state where the REO Property is located, or would be adversely affected under
        the "doing business" or tax laws of such state by so holding title, the deed
        or
        certificate of sale shall be taken in the name of such Person or Persons
        as
        shall be consistent with an opinion of counsel obtained by the Company from
        an
        attorney duly licensed to practice law in the state where the REO Property
        is
        located. Any Person or Persons holding such title other than the Purchaser
        shall
        acknowledge in writing that such title is being held as nominee for the benefit
        of the Purchaser.

      


      The
        Company shall notify the Purchaser in accordance with the Fannie Mae Guides
        of
        each acquisition of REO Property upon such acquisition (and, in any event,
        shall
        provide notice of the consummation of any foreclosure sale within three (3)
        Business Days of the date Company receives notice of such consummation),
        together with a copy of the drive by appraisal or brokers price opinion of
        the
        Mortgaged Property obtained in connection with such acquisition, and thereafter
        assume the responsibility for marketing such REO property in accordance with
        Accepted Servicing Practices. Thereafter, the Company shall continue to provide
        certain administrative services to the Purchaser relating to such REO Property
        as set forth in this Section 4.13. The fee for such administrative services
        shall be $2,000 to be paid upon liquidation of the REO Property. No Servicing
        Fee shall be assessed or otherwise accrue on any REO Property from and after
        the
        date on which it becomes an REO Property. 

      


      The
        Company shall, either itself or through an agent selected by the Company,
        and in
        accordance with the Fannie Mae Guides manage, conserve, protect and operate
        each
        REO Property in the same manner that it manages, conserves, protects and
        operates other foreclosed property for its own account, and in the same manner
        that similar property in the same locality as the REO Property is managed.
        The
        Company shall cause each REO Property to be inspected promptly upon the
        acquisition of title thereto and shall cause each REO Property to be inspected
        at least monthly thereafter or more frequently as required by the circumstances.
        The Company shall make or cause to be made a written report of each such
        inspection. Such reports shall be retained in the Mortgage File and copies
        thereof shall be forwarded by the Company to the Purchaser.

      


      The
        Company shall use its best efforts to dispose of the REO Property as soon
        as
        possible and shall sell such REO Property in any event within one year after
        title has been taken to such REO Property, unless the Company determines,
        and
        gives an appropriate notice to the Purchaser to such effect, that a longer
        period is necessary for the orderly liquidation of such REO Property. If
        a
        longer period than one (1) year is permitted under the foregoing sentence
        and is
        necessary to sell any REO Property, the Company shall report monthly to the
        Purchaser as to the progress being made in selling such REO Property. No
        REO
        Property shall be marketed for less than the Appraised Value, without the
        prior
        consent of Purchaser. No REO Property shall be sold for less than ninety
        five
        percent (95%) of its Appraised Value, without the prior consent of Purchaser.
        All requests for reimbursement of Servicing Advances shall be in accordance
        with
        the Fannie Mae Guides. The disposition of REO Property shall be carried out
        by
        the Company at such price, and upon such terms and conditions, as the Company
        deems to be in the best interests of the Purchaser (subject to the above
        conditions) only with the prior written consent of the Purchaser. Company
        shall
        provide monthly reports to Purchaser in reference to the status of the marketing
        of the REO Properties.

      


      Notwithstanding
        anything to the contrary contained herein, the Purchaser may, at the Purchaser's
        sole option, terminate the Company as servicer of any such REO Property without
        payment of any termination fee with respect thereto, provided that the Company
        shall on the date said termination takes effect be reimbursed for any
        unreimbursed advances of the Company's funds made pursuant to Section 5.03
        and
        any unreimbursed Servicing Advances and Servicing Fees in each case relating
        to
        the Mortgage Loan underlying such REO Property notwithstanding anything to
        the
        contrary set forth in Section 4.05. In the event of any such termination,
        the
        provisions of Section 11.01 hereof shall apply to said termination and the
        transfer of servicing responsibilities with respect to such REO Property
        to the
        Purchaser or its designee. Within five Business Days of any such termination,
        the Company shall, if necessary convey such property to the Purchaser and
        shall
        further provide the Purchaser with the following information regarding the
        subject REO Property: the related drive by appraisal or brokers price opinion,
        and copies of any related Mortgage Impairment Insurance Policy claims. In
        addition, within five Business Days, the Company shall provide the Purchaser
        with the following information regarding the subject REO Property: the related
        trustee’s deed upon sale and copies of any related hazard insurance claims, or
        repair bids.

      


      Section
        4.14 Notification
        of Maturity Date.

      


      With
        respect to each Mortgage Loan, the Company shall execute and deliver to the
        Mortgagor any and all necessary notices required under applicable law and
        the
        terms of the related Mortgage Note and Mortgage regarding the maturity date
        if
        required under applicable law.

      


      ARTICLE
        V

      


      PAYMENTS
        TO THE PURCHASER

      


      Section
        5.01 Distributions.

      


      On
        each
        Remittance Date, the Company shall distribute by wire transfer of immediately
        available funds to the Purchaser (i) all amounts credited to the Custodial
        Account as of the close of business on the preceding Determination Date,
        net of
        charges against or withdrawals from the Custodial Account pursuant to Section
        4.05, plus (ii) all Monthly Advances, if any, which the Company is obligated
        to
        distribute pursuant to Section 5.03, plus, (iii) interest at the Mortgage
        Loan
        Remittance Rate on any Principal Prepayment from the date of such Principal
        Prepayment through the end of the month for which disbursement is made provided
        that the Company’s obligation as to payment of such interest shall be limited to
        the Servicing Fee earned during the month of the distribution, plus (iv)
        unless
        otherwise stated in the related Confirmation or related Term Sheet, any amount
        received by the Company that represents a prepayment penalty with respect
        to a
        Mortgage Loan, minus (v) any amounts attributable to Monthly Payments collected
        but due on a Due Date or Dates subsequent to the preceding Determination
        Date,
        which amounts shall be remitted on the Remittance Date next succeeding the
        Due
        Period for such amounts. It is understood that, by operation of Section 4.04,
        the remittance on the first Remittance Date with respect to Mortgage Loans
        purchased pursuant to the related Term Sheet is to include principal collected
        after the Cut-off Date through the preceding Determination Date plus interest,
        adjusted to the Mortgage Loan Remittance Rate collected through such
        Determination Date exclusive of any portion thereof allocable to the period
        prior to the Cut-off Date, with the adjustments specified in clauses (ii),
        (iii)
        and (iv) above.

      


      With
        respect to any remittance received by the Purchaser after the Remittance
        Date,
        the Company shall pay to the Purchaser interest on any such late payment
        at an
        annual rate equal to the Prime Rate, adjusted as of the date of each change,
        plus three (3) percentage points, but in no event greater than the maximum
        amount permitted by applicable law. Such interest shall cover the period
        commencing with the day following the Business Day such payment was due and
        ending with the Business Day on which such payment is made to the Purchaser,
        both inclusive. The payment by the Company of any such interest shall not
        be
        deemed an extension of time for payment or a waiver of any Event of Default
        by
        the Company. On each Remittance Date, the Company shall provide a remittance
        report detailing all amounts being remitted pursuant to this Section
        5.01.

      


      Section
        5.02 Statements
        to the Purchaser.

      


      The
        Company shall furnish to Purchaser an individual loan accounting report,
        as of
        the last Business Day of each month, in the Company's assigned loan number
        order
        to document Mortgage Loan payment activity on an individual Mortgage Loan
        basis.
        With respect to each month, the corresponding individual loan accounting
        report
        shall be received by the Purchaser no later than the fifth Business Day of
        the
        following month on a disk or tape or other computer-readable format in such
        format as may be mutually agreed upon by both Purchaser and Company, and
        no
        later than the fifth Business Day of the following month in hard copy, and
        shall
        contain the following:

      


      (i)
        With
        respect to each Monthly Payment, the amount of such remittance allocable
        to
        principal (including a separate breakdown of any Principal Prepayment, including
        the date of such prepayment, and any prepayment penalties or premiums, along
        with a detailed report of interest on principal prepayment amounts remitted
        in
        accordance with Section 4.04);

      


      (ii)
        with
        respect to each Monthly Payment, the amount of such remittance allocable
        to
        interest;

      


      (iii)
        the
        amount of servicing compensation received by the Company during the prior
        distribution period;

      


      (iv)
        the
        aggregate Stated Principal Balance of the Mortgage Loans;

      


      (v)
        the
        aggregate of any expenses reimbursed to the Company during the prior
        distribution period pursuant to Section 4.05; 

      


      (vi)
        The
        number and aggregate outstanding principal balances of Mortgage Loans (a)
        delinquent (1) 30 to 59 days, (2) 60 to 89 days, (3) 90 days or more; (b)
        as to
        which foreclosure has commenced; and (c) as to which REO Property has been
        acquired; and

      


      The
        Company shall also provide a trial balance, sorted in Purchaser's assigned
        loan
        number order, in the form of Exhibit E hereto, with each such
        Report.

      


      The
        Company shall prepare and file any and all information statements or other
        filings required to be delivered to any governmental taxing authority or
        to
        Purchaser pursuant to any applicable law with respect to the Mortgage Loans
        and
        the transactions contemplated hereby.

      


      Section
        5.03 Monthly
        Advances by the Company.

      


      Not
        later
        than the close of business on the Business Day preceding each Remittance
        Date,
        the Company shall deposit in the Custodial Account an amount equal to all
        payments not previously advanced by the Company, whether or not deferred
        pursuant to Section 4.01, of principal (due after the Cut-off Date) and interest
        not allocable to the period prior to the Cut-off Date, adjusted to the Mortgage
        Loan Remittance Rate, which were due on a Mortgage Loan and delinquent at
        the
        close of business on the related Determination Date.

      


      The
        Company's obligation to make such Monthly Advances as to any Mortgage Loan
        will
        continue through the last Monthly Payment due prior to the payment in full
        of
        the Mortgage Loan, or through the Remittance Date prior to the date on which
        the
        Mortgaged Property liquidates (including Insurance Proceeds, proceeds from
        the
        sale of REO Property or Condemnation Proceeds) with respect to the Mortgage
        Loan
        unless the Company deems such advance to be nonrecoverable. In such event,
        the
        Company shall deliver to the Purchaser an Officer's Certificate of the Company
        to the effect that an officer of the Company has reviewed the related Mortgage
        File and has made the reasonable determination that any additional advances
        are
        nonrecoverable. 

      


      Section
        5.04 Liquidation
        Reports.

      


      Upon
        the
        foreclosure sale of any Mortgaged Property or the acquisition thereof by
        the
        Purchaser pursuant to a deed-in-lieu of foreclosure, the Company shall submit
        to
        the Purchaser a liquidation report with respect to such Mortgaged Property
        in a
        form mutually acceptable to Company and Purchaser. The Company shall also
        provide reports on the status of REO Property containing such information
        as
        Purchaser may reasonably require.

       

      ARTICLE
        VI

      


      GENERAL
        SERVICING PROCEDURES

      


      Section
        6.01 Assumption
        Agreements.

      


      The
        Company will, to the extent it has knowledge of any conveyance or prospective
        conveyance by any Mortgagor of the Mortgaged Property (whether by absolute
        conveyance or by contract of sale, and whether or not the Mortgagor remains
        or
        is to remain liable under the Mortgage Note and/or the Mortgage), exercise
        its
        rights to accelerate the maturity of such Mortgage Loan under any "due-on-sale"
        clause to the extent permitted by law; provided, however, that the Company
        shall
        not exercise any such rights if prohibited by law or the terms of the Mortgage
        Note from doing so or if the exercise of such rights would impair or threaten
        to
        impair any recovery under the related Primary Mortgage Insurance Policy or
        Lender Primary Mortgage Insurance Policy, if any. If the Company reasonably
        believes it is unable under applicable law to enforce such "due-on-sale"
        clause,
        the Company, with the approval of the Purchaser, will enter into an assumption
        agreement with the person to whom the Mortgaged Property has been conveyed
        or is
        proposed to be conveyed, pursuant to which such person becomes liable under
        the
        Mortgage Note and, to the extent permitted by applicable state law, the
        Mortgagor remains liable thereon. Where an assumption is allowed pursuant
        to
        this Section 6.01, the Company, with the prior consent of the Purchaser and
        the
        primary mortgage insurer, if any, is authorized to enter into a substitution
        of
        liability agreement with the person to whom the Mortgaged Property has been
        conveyed or is proposed to be conveyed pursuant to which the original mortgagor
        is released from liability and such Person is substituted as mortgagor and
        becomes liable under the related Mortgage Note. Any such substitution of
        liability agreement shall be in lieu of an assumption agreement. 

      


      In
        connection with any such assumption or substitution of liability, the Company
        shall follow the underwriting practices and procedures of the Company. With
        respect to an assumption or substitution of liability, the Mortgage Interest
        Rate borne by the related Mortgage Note, the amount of the Monthly Payment
        and
        the maturity date may not be changed (except pursuant to the terms of the
        Mortgage Note). If the credit of the proposed transferee does not meet such
        underwriting criteria, the Company diligently shall, to the extent permitted
        by
        the Mortgage or the Mortgage Note and by applicable law, accelerate the maturity
        of the Mortgage Loan. The Company shall notify the Purchaser that any such
        substitution of liability or assumption agreement has been completed by
        forwarding to the Purchaser the original of any such substitution of liability
        or assumption agreement, which document shall be added to the related Mortgage
        File and shall, for all purposes, be considered a part of such Mortgage File
        to
        the same extent as all other documents and instruments constituting a part
        thereof. All fees collected by the Company for entering into an assumption
        or
        substitution of liability agreement shall belong to the Company.

      


      Notwithstanding
        the foregoing paragraphs of this Section or any other provision of this
        Agreement, the Company shall not be deemed to be in default, breach or any
        other
        violation of its obligations hereunder by reason of any assumption of a Mortgage
        Loan by operation of law or any assumption which the Company may be restricted
        by law from preventing, for any reason whatsoever. For purposes of this Section
        6.01, the term "assumption" is deemed to also include a sale of the Mortgaged
        Property subject to the Mortgage that is not accompanied by an assumption
        or
        substitution of liability agreement.

      


      Section
        6.02 Satisfaction
        of Mortgages and Release of Mortgage
        Files.

      


      Upon
        the
        payment in full of any Mortgage Loan, or the receipt by the Company of a
        notification that payment in full will be escrowed in a manner customary
        for
        such purposes, the Company will immediately notify the Purchaser by a
        certification, which certification shall include a statement to the effect
        that
        all amounts received or to be received in connection with such payment which
        are
        required to be deposited in the Custodial Account pursuant to Section 4.04
        have
        been or will be so deposited, of a Servicing Officer and shall request delivery
        to it of the portion of the Mortgage File held by the Purchaser. The Purchaser
        shall no later than five Business Days after receipt of such certification
        and
        request, release or cause to be released to the Company, the related Mortgage
        Loan Documents and, upon its receipt of such documents, the Company shall
        promptly prepare and deliver to the Purchaser the requisite satisfaction
        or
        release. No later than five (5) Business Days following its receipt of such
        satisfaction or release, the Purchaser shall deliver, or cause to be delivered,
        to the Company the release or satisfaction properly executed by the owner
        of
        record of the applicable mortgage or its duly appointed attorney in fact.
        No
        expense incurred in connection with any instrument of satisfaction or deed
        of
        reconveyance shall be chargeable to the Custodial Account.

      


      In
        the
        event the Company satisfies or releases a Mortgage without having obtained
        payment in full of the indebtedness secured by the Mortgage or should it
        otherwise prejudice any right the Purchaser may have under the mortgage
        instruments, the Company, upon written demand, shall remit within two (2)
        Business Days to the Purchaser the then outstanding principal balance of
        the
        related Mortgage Loan by deposit thereof in the Custodial Account. The Company
        shall maintain the Fidelity Bond and errors and omissions insurance insuring
        the
        Company against any loss it may sustain with respect to any Mortgage Loan
        not
        satisfied in accordance with the procedures set forth herein.

      


      From
        time
        to time and as appropriate for the servicing or foreclosure of the Mortgage
        Loan, including for the purpose of collection under any Primary Mortgage
        Insurance Policy or Lender Primary Mortgage Insurance Policy, the Purchaser
        shall, upon request of the Company and delivery to the Purchaser of a servicing
        receipt signed by a Servicing Officer, release the portion of the Mortgage
        File
        held by the Purchaser to the Company. Such servicing receipt shall obligate
        the
        Company to return the related Mortgage documents to the Purchaser when the
        need
        therefor by the Company no longer exists, unless the Mortgage Loan has been
        liquidated and the Liquidation Proceeds relating to the Mortgage Loan have
        been
        deposited in the Custodial Account or the Mortgage File or such document
        has
        been delivered to an attorney, or to a public trustee or other public official
        as required by law, for purposes of initiating or pursuing legal action or
        other
        proceedings for the foreclosure of the Mortgaged Property either judicially
        or
        non-judicially, and the Company has delivered to the Purchaser a certificate
        of
        a Servicing Officer certifying as to the name and address of the Person to
        which
        such Mortgage File or such document was delivered and the purpose or purposes
        of
        such delivery. Upon receipt of a certificate of a Servicing Officer stating
        that
        such Mortgage Loan was liquidated, the servicing receipt shall be released
        by
        the Purchaser to the Company.

      


      Section
        6.03 Servicing
        Compensation.

      


      As
        compensation for its services hereunder, the Company shall be entitled to
        withdraw from the Custodial Account (to the extent of interest payments
        collected on the Mortgage Loans) or to retain from interest payments collected
        on the Mortgage Loans, the amounts provided for as the Company's Servicing
        Fee,
        subject to payment of compensating interest on Principal Prepayments as capped
        by the Servicing Fee pursuant to Section 5.01 (iii). Additional servicing
        compensation in the form of assumption fees, as provided in Section 6.01,
        and
        late payment charges or otherwise shall be retained by the Company to the
        extent
        not required to be deposited in the Custodial Account. No Servicing Fee shall
        be
        payable in connection with partial Monthly Payments. The Company shall be
        required to pay all expenses incurred by it in connection with its servicing
        activities hereunder and shall not be entitled to reimbursement therefor
        except
        as specifically provided for.

      


      Section
        6.04 Annual
        Statement as to Compliance.

      


      The
        Company will deliver to the Purchaser not later than 90 days following the
        end
        of each fiscal year of the Company beginning in March 2002,
        an
        Officers' Certificate stating, as to each signatory thereof, that (i) a review
        of the activities of the Company during the preceding calendar year and of
        performance under this Agreement has been made under such officers' supervision,
        and (ii) to the best of such officers' knowledge, based on such review, the
        Company has fulfilled all of its obligations under this Agreement throughout
        such year, or, if there has been a default in the fulfillment of any such
        obligation, specifying each such default known to such officers and the nature
        and status of cure provisions thereof. Copies of such statement shall be
        provided by the Company to the Purchaser upon request.

      


      Section
        6.05 Annual
        Independent Certified Public Accountants'
        Servicing Report.

      


      Within
        ninety (90) days of Company's fiscal year end beginning in March 2002 the
        Company at its expense shall cause a firm of independent public accountants
        which is a member of the American Institute of Certified Public Accountants
        to
        furnish a statement to the Purchaser to the effect that such firm has examined
        certain documents and records relating to the Company's servicing of mortgage
        loans of the same type as the Mortgage Loans pursuant to servicing agreements
        substantially similar to this Agreement, which agreements may include this
        Agreement, and that, on the basis of such an examination, conducted
        substantially in the uniform single audit program for mortgage bankers, such
        firm is of the opinion that the Company's servicing has been conducted in
        compliance with the agreements examined pursuant to this Section 6.05, except
        for (i) such exceptions as such firm shall believe to be immaterial, and
        (ii)
        such other exceptions as shall be set forth in such statement. Copies of
        such
        statement shall be provided by the Company to the Purchaser. In addition,
        on an
        annual basis, Company shall provided Purchaser with copies of its audited
        financial statements. 

      


      Section
        6.06 Purchaser's
        Right to Examine Company Records.

      


      The
        Purchaser shall have the right to examine and audit upon reasonable notice
        to
        the Company, during business hours or at such other times as might be reasonable
        under applicable circumstances, any and all of the books, records, documentation
        or other information of the Company, or held by another for the Company or
        on
        its behalf or otherwise, which relates to the performance or observance by
        the
        Company of the terms, covenants or conditions of this Agreement.

      


      The
        Company shall provide to the Purchaser and any supervisory agents or examiners
        representing a state or federal governmental agency having jurisdiction over
        the
        Purchaser, including but not limited to FDIC and other similar entities,
        access
        to any documentation regarding the Mortgage Loans in the possession of the
        Company which may be required by any applicable regulations. Such access
        shall
        be afforded without charge, upon reasonable request, during normal business
        hours and at the offices of the Company, and in accordance with the federal
        government, FDIC, or any other similar regulations.

      


      ARTICLE
        VII

      


      REPORTS
        TO BE PREPARED BY SERVICER

      


      Section
        7.01 Company
        Shall Provide Information as Reasonably
        Required.

      


      The
        Company shall furnish to the Purchaser during the term of this Agreement
        such
        periodic, special or other reports, information or documentation, not provided
        for herein, as shall be necessary, reasonable or appropriate in respect to
        the
        Purchaser, or otherwise in respect to the Mortgage Loans and the performance
        of
        the Company under this Agreement, including any reports, information or
        documentation reasonably required to comply with any regulations regarding
        any
        supervisory agents or examiners of the Purchaser all such reports or information
        to be as provided by and in accordance with such applicable instructions
        and
        directions as the Purchaser may reasonably request in relation to this Agreement
        or the performance of the Company under this Agreement. Such periodic, special
        or other reports, information or documentation furnished to the Purchaser
        at the
        Purchaser’s request pursuant to the preceding sentence shall be at the expense
        of the Purchaser. The Company agrees to execute and deliver all such instruments
        and take all such action as the Purchaser, from time to time, may reasonably
        request in order to effectuate the purpose and to carry out the terms of
        this
        Agreement.

      


      In
        connection with marketing the Mortgage Loans, the Purchaser may make available
        to a prospective purchaser audited financial statements of the Company for
        the
        most recently completed two (2) fiscal years for which such statements are
        available, as well as a Consolidated Statement of Condition at the end of
        the
        last two (2) fiscal years covered by any Consolidated Statement of Operations.
        If it has not already done so, the Company shall furnish promptly to the
        Purchaser or a prospective purchaser copies of the statements specified
        above.

      


      The
        Company shall make reasonably available to the Purchaser or any prospective
        Purchaser a knowledgeable financial or accounting officer for the purpose
        of
        answering questions and to permit any prospective purchaser to inspect the
        Company’s servicing facilities for the purpose of satisfying such prospective
        purchaser that the Company has the ability to service the Mortgage Loans
        as
        provided in this Agreement.

       

      
 

      


      ARTICLE
        VIII

      


      THE
        SERVICER

      


      Section
        8.01 Indemnification;
        Third Party Claims.

      


      The
        Company agrees to indemnify the Purchaser and hold it harmless against any
        and
        all claims, losses, damages, penalties, fines, forfeitures, legal fees and
        related costs, judgments, and any other costs, fees and expenses that the
        Purchaser may sustain in any way related to the failure of the Company to
        observe and perform its duties, obligations, covenants, and agreements to
        service the Mortgage Loans in strict compliance with the terms of this
        Agreement. The Company agrees to indemnify the Purchaser and hold it harmless
        against any and all claims, losses, damages, penalties, fines, forfeitures,
        legal fees and related costs, judgments, and any other costs, fees and expenses
        that the Purchaser may sustain in any way related to the breach of a
        representation or warranty set forth in Sections 3.01 or 3.02 of this Agreement.
        The Company shall immediately notify the Purchaser if a claim is made by
        a third
        party against Company with respect to this Agreement or the Mortgage Loans,
        assume (with the consent of the Purchaser) the defense of any such claim
        and pay
        all expenses in connection therewith, including counsel fees, whether or
        not
        such claim is settled prior to judgment, and promptly pay, discharge and
        satisfy
        any judgment or decree which may be entered against it or the Purchaser in
        respect of such claim. The Company shall follow any written instructions
        received from the Purchaser in connection with such claim. The Purchaser
        shall
        promptly reimburse the Company for all amounts advanced by it pursuant to
        the
        two preceding sentences except when the claim relates to the failure of the
        Company to service and administer the Mortgages in strict compliance with
        the
        terms of this Agreement, the breach of representation or warranty set forth
        in
        Sections 3.01 or 3.02, or the gross negligence, bad faith or willful misconduct
        of Company. The provisions of this Section 8.01 shall survive termination
        of
        this Agreement.

      


      Section
        8.02 Merger
        or Consolidation of the Company.

      


      The
        Company will keep in full effect its existence, rights and franchises as
        a
        corporation under the laws of the state of its incorporation except as permitted
        herein, 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,
        or
        any of the Mortgage Loans and to perform its duties under this
        Agreement.

      


      Any
        Person into which the Company may be merged or consolidated, or any corporation
        resulting from any merger, conversion or consolidation to which the Company
        shall be a party, or any Person succeeding to the business of the Company
        whether or not related to loan servicing, shall be the successor of the Company
        hereunder, without the execution or filing of any paper or any further act
        on
        the part of any of the parties hereto, anything herein to the contrary
        notwithstanding; provided, however, that the successor or surviving Person
        shall
        be an institution (i) having a GAAP net worth of not less than $25,000,000,
        (ii)
        the deposits of which are insured by the FDIC and/or BIF, and which is a
        HUD-approved mortgagee whose primary business is in origination and servicing
        of
        first lien mortgage loans, and (iii) who is a Fannie Mae or FHLMC approved
        seller/servicer in good standing; provided, further, however, that the Company
        shall give sixty (60) days written notice to the Purchaser of any merger,
        conversion or consolidation to which the Company shall be a party, or of
        any
        Person succeeding to the business of the Company, and the Purchaser, at it
        sole
        option, shall make the determination as to whether such successor of the
        Company
        shall continue to service the Mortgage Loans hereunder.

      


      Section
        8.03 Limitation
        on Liability of the Company and Others.

      


      Neither
        the Company nor any of the officers, employees or agents of the Company shall
        be
        under any liability to the Purchaser 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 made in good faith; provided, however, that this provision shall
        not
        protect the Company or any such person against any breach of warranties or
        representations made herein, or failure to perform its obligations in strict
        compliance with any standard of care set forth in this Agreement, or any
        liability which would otherwise be imposed by reason of negligence, bad faith
        or
        willful misconduct, or any breach of the terms and conditions of this Agreement.
        The Company and any officer, employee or agent of the Company may rely in
        good
        faith on any document of any kind prima facie properly executed and submitted
        by
        the Purchaser respecting any matters arising hereunder. The Company shall
        not be
        under any obligation to appear in, prosecute or defend any legal action which
        is
        not incidental to its duties to service the Mortgage Loans in accordance
        with
        this Agreement and which in its reasonable opinion may involve it in any
        expenses or liability; provided, however, that the Company may, with the
        consent
        of the Purchaser, undertake any such action which it may deem necessary or
        desirable in respect to this Agreement and the rights and duties of the parties
        hereto. In such event, the reasonable legal expenses and costs of such action
        and any liability resulting therefrom shall be expenses, costs and liabilities
        for which the Purchaser will be liable, and the Company shall be entitled
        to be
        reimbursed therefor from the Purchaser upon written demand.

      


      Section
        8.04 Company
        Not to Assign or Resign.

      


      The
        Company shall not assign this Agreement or resign from the obligations and
        duties hereby imposed on it except by mutual consent of the Company and the
        Purchaser or upon the determination that its duties hereunder are no longer
        permissible under applicable law and such incapacity cannot be cured by the
        Company. Any such determination permitting the resignation of the Company
        shall
        be evidenced by an Opinion of Counsel to such effect delivered to the Purchaser
        which Opinion of Counsel shall be in form and substance acceptable to the
        Purchaser. No such resignation shall become effective until a successor shall
        have assumed the Company's responsibilities and obligations hereunder in
        the
        manner provided in Section 11.01.

      


      Section
        8.05 No
        Transfer of Servicing.

      


      With
        respect to the retention of the Company to service the Mortgage Loans hereunder,
        the Company acknowledges that the Purchaser has acted in reliance upon the
        Company's independent status, the adequacy of its servicing facilities, plan,
        personnel, records and procedures, its integrity, reputation and financial
        standing and the continuance thereof. Without in any way limiting the generality
        of this Section, the Company shall not either assign this Agreement or the
        servicing hereunder or delegate its rights or duties hereunder or any portion
        thereof, or sell or otherwise dispose of all or substantially all of its
        property or assets, without the prior written approval of the Purchaser,
        which
        consent shall be granted or withheld in the Purchaser's sole
        discretion.

      


      Without
        in any way limiting the generality of this Section 8.05, in the event that
        the
        Company either shall assign this Agreement or the servicing responsibilities
        hereunder or delegate its duties hereunder or any portion thereof without
        (i)
        satisfying the requirements set forth herein or (ii) the prior written consent
        of the Purchaser, then the Purchaser shall have the right to terminate this
        Agreement, without any payment of any penalty or damages and without any
        liability whatsoever to the Company (other than with respect to accrued but
        unpaid Servicing Fees and Servicing Advances remaining unpaid) or any third
        party. 

       

      
 

      


      ARTICLE
        IX

      


      DEFAULT

      


      Section
        9.01 Events
        of Default.

      


      In
        case
        one or more of the following Events of Default by the Company shall occur
        and be
        continuing, that is to say:

      


      (i)
        any
        failure by the Company to remit to the Purchaser any payment required to
        be made
        under the terms of this Agreement which continues unremedied for a period
        of one
        (1) Business Day; or

      


      (ii)
        failure on the part of the Company duly to observe or perform in any material
        respect any other of the covenants or agreements on the part of the Company
        set
        forth in this Agreement which continues unremedied for a period of thirty
        (30)
        days after the date on which written notice of such failure, requiring the
        same
        to be remedied, shall have been given to the Company by the Purchaser;
        or

      


      (iii)
        a
        decree or order of a court or agency or supervisory authority having
        jurisdiction for the appointment of a conservator or receiver or liquidator
        in
        any insolvency, bankruptcy, readjustment of debt, marshalling of assets and
        liabilities or similar proceedings, or for the winding-up or liquidation
        of its
        affairs, shall have been entered against the Company and such decree or order
        shall have remained in force undischarged or unstayed for a period of sixty
        days; or

      


      (iv)
        the
        Company shall consent to the appointment of a conservator or receiver or
        liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling
        of
        assets and liabilities or similar proceedings of or relating to the Company
        or
        of or relating to all or substantially all of its property; or

      


      (v)
        the
        Company shall admit in writing its inability to pay its debts generally as
        they
        become due, file a petition to take advantage of any applicable insolvency
        or
        reorganization statute, make an assignment for the benefit of its creditors,
        or
        voluntarily suspend payment of its obligations; or

      


      (vi)
        Company ceases to be approved by either Fannie Mae or FHLMC as a mortgage
        loan
        seller or servicer for more than thirty days; or

      


      (vii)
        the
        Company attempts to assign its right to servicing compensation hereunder
        or the
        Company attempts, without the consent of the Purchaser, to sell or otherwise
        dispose of all or substantially all of its property or assets or to assign
        this
        Agreement or the servicing responsibilities hereunder or to delegate its
        duties
        hereunder or any portion thereof; or

      


      (viii)
        the Company ceases to be (a) licensed to service first lien residential mortgage
        loans in any jurisdiction in which a Mortgaged Property is located and such
        licensing is required, and (b) qualified to transact business in any
        jurisdiction where it is currently so qualified, but only to the extent such
        non-qualification materially and adversely affects the Company's ability
        to
        perform its obligations hereunder; or

      


      (ix)
        the
        Company fails to meet the eligibility criteria set forth in the last sentence
        of
        Section 8.02.

      


      Then,
        and
        in each and every such case, so long as an Event of Default shall not have
        been
        remedied, the Purchaser, by notice in writing to the Company (except in the
        case
        of an Event of Default under clauses (iii), (iv) or (v) above, in which case,
        automatically and without notice) Company may, in addition to whatever rights
        the Purchaser may have under Sections 3.03 and 8.01 and at law or equity
        or to
        damages, including injunctive relief and specific performance, terminate
        all the
        rights and obligations of the Company under this Agreement and in and to
        the
        Mortgage Loans and the proceeds thereof without compensating the Company
        for the
        same. On or after the receipt by the Company of such written notice (or,
        in the
        case of an Event of Default under clauses (iii), (iv) or (v) above, in which
        case, automatically and without notice), all authority and power of the Company
        under this Agreement, whether with respect to the Mortgage Loans or otherwise,
        shall pass to and be vested in the successor appointed pursuant to Section
        11.01. Upon written request from the Purchaser, the Company shall prepare,
        execute and deliver, any and all documents and other instruments, place in
        such
        successor's possession all Mortgage Files, and do or accomplish all other
        acts
        or things necessary or appropriate to effect the purposes of such notice
        of
        termination, whether to complete the transfer and endorsement or assignment
        of
        the Mortgage Loans and related documents, or otherwise, at the Company's
        sole
        expense. The Company agrees to cooperate with the Purchaser and such successor
        in effecting the termination of the Company's responsibilities and rights
        hereunder, including, without limitation, the transfer to such successor
        for
        administration by it of all cash amounts which shall at the time be credited
        by
        the Company to the Custodial Account or Escrow Account or thereafter received
        with respect to the Mortgage Loans or any REO Property.

      


      Section
        9.02 Waiver
        of Defaults.

      


      The
        Purchaser may waive only by written notice any default by the Company in
        the
        performance of its obligations hereunder and its consequences. Upon any such
        waiver of a past default, such default shall cease to exist, and any Event
        of
        Default arising therefrom shall be deemed to have been remedied for every
        purpose of this Agreement. No such waiver shall extend to any subsequent
        or
        other default or impair any right consequent thereon except to the extent
        expressly so waived in writing.

      


       

      ARTICLE
        X

      


      TERMINATION

      


      Section
        10.01 Termination.

       

      The
        respective obligations and responsibilities of the Company shall terminate
        upon:
        (i) the later of the final payment or other liquidation (or any advance with
        respect thereto) of the last Mortgage Loan and the disposition of all remaining
        REO Property and the remittance of all funds due hereunder; or (ii) by mutual
        consent of the Company and the Purchaser in writing; or (iii) termination
        with
        cause under the terms of this Agreement.

      


       

      ARTICLE
        XI

      


      MISCELLANEOUS
        PROVISIONS

      


      Section
        11.01 Successor
        to the Company.

      


      Prior
        to
        termination of Company's responsibilities and duties under this Agreement
        pursuant to Sections 4.13, 8.04, 9.01, 10.01 (ii) or (iii), the Purchaser
        shall
        (i) succeed to and assume all of the Company's responsibilities, rights,
        duties
        and obligations under this Agreement, or (ii) appoint a successor having
        the
        characteristics set forth in Section 8.02 hereof and which shall succeed
        to all
        rights and assume all of the responsibilities, duties and liabilities of
        the
        Company under this Agreement prior to the termination of Company's
        responsibilities, duties and liabilities under this Agreement. In connection
        with such appointment and assumption, the Purchaser may make such arrangements
        for the compensation of such successor out of payments on Mortgage Loans
        as the
        Purchaser and such successor shall agree. In the event that the Company's
        duties, responsibilities and liabilities under this Agreement should be
        terminated pursuant to the aforementioned Sections, the Company shall discharge
        such duties and responsibilities during the period from the date it acquires
        knowledge of such termination until the effective date thereof with the same
        degree of diligence and prudence which it is obligated to exercise under
        this
        Agreement, and shall take no action whatsoever that might impair or prejudice
        the rights or financial condition of its successor. The resignation or removal
        of Company pursuant to the aforementioned Sections shall not become effective
        until a successor shall be appointed pursuant to this Section and shall in
        no
        event relieve the Company of the representations and warranties made pursuant
        to
        Sections 3.01, 3.02 and 3.03 and the remedies available to the Purchaser
        thereunder and under Section 8.01, it being understood and agreed that the
        provisions of such Sections 3.01, 3.02, 3.03 and 8.01 shall be applicable
        to the
        Company notwithstanding any such resignation or termination of the Company,
        or
        the termination of this Agreement.

      


      Any
        successor appointed as provided herein shall execute, acknowledge and deliver
        to
        the Company and to the Purchaser an instrument accepting such appointment,
        whereupon such successor shall become fully vested with all the rights, powers,
        duties, responsibilities, obligations and liabilities of the Company, with
        like
        effect as if originally named as a party to this Agreement. Any termination
        or
        resignation of the Company or this Agreement pursuant to Section 4.13, 8.04,
        9.01 or 10.01 shall not affect any claims that the Purchaser may have against
        the Company arising prior to any such termination or resignation.

      


      The
        Company shall promptly deliver to the successor the funds in the Custodial
        Account and the Escrow Account and the Mortgage Files and related documents
        and
        statements held by it hereunder and the Company shall account for all funds.
        The
        Company shall execute and deliver such instruments and do such other things
        all
        as may reasonably be required to more fully and definitely vest and confirm
        in
        the successor all such rights, powers, duties, responsibilities, obligations
        and
        liabilities of the Company. The successor shall make arrangements as it may
        deem
        appropriate to reimburse the Company for unrecovered Servicing Advances which
        the successor retains hereunder and which would otherwise have been recovered
        by
        the Company pursuant to this Agreement but for the appointment of the successor
        servicer.

      


      Upon
        a
        successor's acceptance of appointment as such, the Company shall notify by
        mail
        the Purchaser of such appointment.

      


      Section
        11.02 Amendment.

      


      This
        Agreement may be amended from time to time by the Company and the Purchaser
        by
        written agreement signed by the Company and the Purchaser.

      


      Section
        11.03 Recordation
        of Agreement.

      


      To
        the
        extent permitted by applicable law, this Agreement is subject to recordation
        in
        all appropriate public offices for real property records in all the counties
        or
        other comparable jurisdictions in which any of the properties subject to
        the
        Mortgages are situated, and in any other appropriate public recording office
        or
        elsewhere, such recordation to be effected by the Company at the Company's
        expense on direction of the Purchaser accompanied by an opinion of counsel
        to
        the effect that such recordation materially and beneficially affects the
        interest of the Purchaser or is necessary for the administration or servicing
        of
        the Mortgage Loans.

      


      Section
        11.04 Governing
        Law.

      


      This
        Agreement and the related Term Sheet shall be governed by and construed in
        accordance with the laws of the State of New York except to the extent preempted
        by Federal law. The obligations, rights and remedies of the parties hereunder
        shall be determined in accordance with such laws.

      


      Section
        11.05 Notices.

      


      Any
        demands, notices or other communications permitted or required hereunder
        shall
        be in writing and shall be deemed conclusively to have been given if personally
        delivered at or mailed by registered mail, postage prepaid, and return receipt
        requested or certified mail, return receipt requested, or transmitted by
        telex,
        telegraph or telecopier and confirmed by a similar mailed writing, as
        follows:

      


      (i)            
        if
        to the
        Company:

       

      National
        City Mortgage Company

      3232
        Newmark Drive

      Miamisburg,
        Ohio 45342

      Attention:
        Sheila N. Hansford

      Telecopier
        No.: (937) 910-4137

      


      Servicing
        contact:

      


      National
        City Mortgage Company

      3232
        Newmark Drive

      Miamisburg,
        Ohio 45342

      Attention:
        T. Jackson Case

      


       

      (ii)        
          if
        to the
        Purchaser:

       

      EMC
        Mortgage Corporation 

      Mac
        Arthur Ridge II, 

      909
        Hidden Ridge Drive, Suite 200

      Irving,
        Texas 75038

      Attention:
        Mr. Edward Raice

      Telecopier
        No.: (972) 444-2810

      


      With
        a
        copy to:

      


      Bear
        Stearns Mortgage Capital Corporation

      245
        Park
        Avenue

      New
        York,
        New York 10167

      Attention:
        Mary Haggerty

      


      or
        such
        other address as may hereafter be furnished to the other party by like notice.
        Any such demand, notice or communication hereunder shall be deemed to have
        been
        received on the date delivered to or received at the premises of the addressee
        (as evidenced, in the case of registered or certified mail, by the date noted
        on
        the return receipt).

      


      Section
        11.06 Severability
        of Provisions.

      


      Any
        part,
        provision, representation or warranty of this Agreement and the related Term
        Sheet which is prohibited or which is held to be void or unenforceable shall
        be
        ineffective to the extent of such prohibition or unenforceability without
        invalidating the remaining provisions hereof. Any part, provision,
        representation or warranty of this Agreement which is prohibited or
        unenforceable or is held to be void or unenforceable in any jurisdiction
        shall
        be ineffective, as to such jurisdiction, to the extent of such prohibition
        or
        unenforceability without invalidating the remaining provisions hereof, and
        any
        such prohibition or unenforceability in any jurisdiction as to any Mortgage
        Loan
        shall not invalidate or render unenforceable such provision in any other
        jurisdiction. To the extent permitted by applicable law, the parties hereto
        waive any provision of law that prohibits or renders void or unenforceable
        any
        provision hereof. If the invalidity of any part, provision, representation
        or
        warranty of this Agreement shall deprive any party of the economic benefit
        intended to be conferred by this Agreement, the parties shall negotiate,
        in good
        faith, to develop a structure the economic effect of which is nearly as possible
        the same as the economic effect of this Agreement without regard to such
        invalidity.

      


      Section
        11.07 Exhibits.

      


      The
        exhibits to this Agreement are hereby incorporated and made a part hereof
        and
        are an integral part of this Agreement.

      


      Section
        11.08 General
        Interpretive Principles.

      


      For
        purposes of this Agreement, except as otherwise expressly provided or unless
        the
        context otherwise requires:

      


      (i)
         the
        terms
        defined in this Agreement have the meanings assigned to them in this Agreement
        and include the plural as well as the singular, and the use of any gender
        herein
        shall be deemed to include the other gender;

      


      (ii)
         accounting
        terms not otherwise defined herein have the meanings assigned to them in
        accordance with generally accepted accounting principles;

       

      (iii)
         references
        herein to "Articles", "Sections", Subsections", "Paragraphs", and other
        subdivisions without reference to a document are to designated Articles,
        Sections, Subsections, Paragraphs and other subdivisions of this
        Agreement;

      


      (iv)
         a
        reference to a Subsection without further reference to a Section is a reference
        to such Subsection as contained in the same Section in which the reference
        appears, and this rule shall also apply to Paragraphs and other
        subdivisions;

      


      (v)
         the
        words
        "herein", "hereof ", "hereunder" and other words of similar import refer
        to this
        Agreement as a whole and not to any particular provision; 

      


      (vi)
         the
        term
        "include" or "including" shall mean without limitation by reason of enumeration;
        and

      


      (viii)
         headings
        of the Articles and Sections in this Agreement are for reference purposes
        only
        and shall not be deemed to have any substantive effect.

      


      Section
        11.09 Reproduction
        of Documents.

      


      This
        Agreement and all documents relating thereto, including, without limitation,
        (i)
        consents, waivers and modifications which may hereafter be executed, (ii)
        documents received by any party at the closing, and (iii) financial statements,
        certificates and other information previously or hereafter furnished, may
        be
        reproduced by any photographic, photostatic, microfilm, micro-card, miniature
        photographic or other similar process. The parties agree that any such
        reproduction shall be admissible in evidence as the original itself in any
        judicial or administrative proceeding, whether or not the original is in
        existence and whether or not such reproduction was made by a party in the
        regular course of business, and that any enlargement, facsimile or further
        reproduction of such reproduction shall likewise be admissible in
        evidence.

      


      Section
        11.10 Confidentiality
        of Information.

      


      Each
        party recognizes that, in connection with this Agreement, it may become privy
        to
        non-public information regarding the financial condition, operations and
        prospects of the other party. Each party agrees to keep all non-public
        information regarding the other party strictly confidential, and to use all
        such
        information solely in order to effectuate the purpose of the Agreement, provided
        that each party may provide confidential information to its employees, agents
        and affiliates who have a need to know such information in order to effectuate
        the transaction, provided further that such information is identified as
        confidential non-public information. In addition, confidential information
        may
        be provided to a regulatory authority with supervisory power over Purchaser,
        provided such information is identified as confidential non-public
        information.

      


      Section
        11.11 Recordation
        of Assignments of Mortgage.

      


      To
        the
        extent permitted by applicable law, each of the Assignments is subject to
        recordation in all appropriate public offices for real property records in
        all
        the counties or other comparable jurisdictions in which any or all of the
        Mortgaged Properties are situated, and in any other appropriate public recording
        office or elsewhere, such recordation to be effected by and at the Company’s
        expense in the event recordation is either necessary under applicable law
        or
        requested by the Purchaser at its sole option.

      


      Section
        11.12 Assignment
        by Purchaser.

      


      The
        Purchaser shall have the right, without the consent of the Company, to assign,
        in whole or in part, its interest under this Agreement with respect to some
        or
        all of the Mortgage Loans, and designate any person to exercise any rights
        of
        the Purchaser hereunder, by executing an Assignment and Assumption Agreement
        substantially in the form of Exhibit D hereto and the assignee or designee
        shall
        accede to the rights and obligations hereunder of the Purchaser with respect
        to
        such Mortgage Loans. In no event shall Purchaser sell a partial interest
        in any
        Mortgage Loan without the written consent of Company, which consent shall
        not be
        unreasonably denied. All references to the Purchaser in this Agreement shall
        be
        deemed to include its assignee or designee. 

      


      Section
        11.13 No
        Partnership.

      


      Nothing
        herein contained shall be deemed or construed to create a co-partnership
        or
        joint venture between the parties hereto and the services of the Company
        shall
        be rendered as an independent contractor and not as agent for
        Purchaser.

      


      Section
        11.14 Execution:
        Successors and Assigns.

      


      This
        Agreement may be executed in one or more counterparts and by the different
        parties hereto on separate counterparts, each of which, when so executed,
        shall
        be deemed to be an original; such counterparts, together, shall constitute
        one
        and the same agreement. Subject to Section 8.04, this Agreement shall inure
        to
        the benefit of and be binding upon the Company and the Purchaser and their
        respective successors and assigns.

      


      Section
        11.15 Entire
        Agreement.

      


      The
        Company acknowledges that no representations, agreements or promises were
        made
        to the Company by the Purchaser or any of its employees other than those
        representations, agreements or promises specifically contained herein and
        in the
        Confirmation. The Confirmation and this Agreement and the related Term Sheet
        sets forth the entire understanding between the parties hereto; provided,
        however, only this Agreement and the related Term Sheet shall be binding
        upon
        all successors of both parties. In the event of any inconsistency between
        the
        Confirmation and this Agreement, this Agreement and the related Term Sheet
        shall
        control.

      


      Section
        11.16. No
        Solicitation.

      


      From
        and
        after the Closing Date, the Company agrees that it will not take any action
        or
        permit or cause any action to be taken by any of its agents or affiliates,
        to
        personally, by telephone or mail, solicit the borrower or obligor under any
        Mortgage Loan to refinance the Mortgage Loan, in whole or in part, without
        the
        prior written consent of the Purchaser. Notwithstanding the foregoing, it
        is
        understood and agreed that (i) promotions undertaken by the Company or any
        affiliate of the Company which are directed to the general public at large,
        or
        segments thereof, provided that no segment shall consist primarily of the
        Mortgage Loans, including, without limitation, mass mailing based on
        commercially acquired mailing lists, newspaper, radio and television
        advertisements, and customer portfolio and (ii) responses to unsolicited
        requests or inquiries made by a Mortgagor or an agent of a Mortgagor, shall
        not
        constitute solicitation under this Section 11.16. This Section 11.16 shall
        not
        be deemed to preclude the Company or any of its affiliates from soliciting
        any
        Mortgagor for any other financial products or services. From and after the
        Closing Date, the Purchaser agrees that it will not take any action or permit
        or
        cause any action to be taken by any of its agents or affiliates, or by any
        independent contractors on the Purchaser’s behalf, to personally by telephone or
        mail, solicit the borrower or obligor under any Mortgage Loan to refinance
        the
        Mortgage Loan, in whole or in part, without the prior written consent of
        the
        Company,. In addition, the Purchaser or any of its affiliates shall not solicit
        any Mortgagor for any other financial products or services. Notwithstanding
        the
        foregoing, it is understood and agreed that (i) promotions undertaken by
        the
        Purchasr or any affiliate of the Purchaser which are directed to the general
        public at large, or segments thereof, provided that no segment shall consist
        primarily of the Mortgage Loans, including, without limitation, mass mailing
        based on commercially acquired mailing lists, newspaper, radio and television
        advertisements and (ii) responses to unsolicited requests or inquiries made
        by a
        Mortgagor or an agent of a Mortgagor, shall not constitute solicitation under
        this Section 11.16 The Company shall use its best efforts to prevent the
        sale of
        the name of any Mortgagor to any Person who is not affiliate of the
        Company.

      


      Section
        11.17. Closing.

      


      The
        closing for the purchase and sale of the Mortgage Loans shall take place
        on the
        related Closing Date. The closing shall be either: by telephone, confirmed
        by
        letter or wire as the parties shall agree, or conducted in person, at such
        place
        as the parties shall agree.

      


      The
        closing for the Mortgage Loans to be purchased on the related Closing Date
        shall
        be subject to each of the following conditions:

      


      (a) at
        least
        one (1) Business Day prior to the related Closing Date, the Company shall
        deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing
        on
        a loan-level basis of the information contained in the related Mortgage Loan
        Schedule attached to the related Term Sheet;

      


      (b) all
        of
        the representations and warranties of the Company under this Agreement shall
        be
        materially true and correct as of the related Closing Date and no event shall
        have occurred which, with notice or the passage of time, would constitute
        a
        material default under this Agreement;

      


      (c) the
        Purchaser shall have received, or the Purchaser's attorneys shall have received
        in escrow, all documents required pursuant to this Agreement, the related
        Term
        Sheet, an opinion of counsel and an officer's certificate, all in such forms
        as
        are agreed upon and acceptable to the Purchaser, duly executed by all
        signatories other than the Purchaser as required pursuant to the terms
        hereof;

      


      (d) the
        Company shall have delivered and released to the Purchaser (or its designee)
        on
        or prior to the related Closing Date all documents required pursuant to the
        terms of this Agreement and the related Term Sheet; and

      


      (e) all
        other
        terms and conditions of this Agreement, the related Term Sheet and the
        Confirmation shall have been materially complied with.

      


      Subject
        to the foregoing conditions, the Purchaser shall pay to the Company on the
        related Closing Date the Purchase Price, plus accrued interest pursuant to
        Section 2.02 of this Agreement, by wire transfer of immediately available
        funds
        to the account designated by the Company.

      


      Section
        11.18. Cooperation
        of Company with a Reconstitution.

      


      The
        Company and the Purchaser agree that with respect to some or all of the Mortgage
        Loans, on or after the related Closing Date, on one or more dates (each a
        "Reconstitution Date") at the Purchaser's sole option, the Purchaser may
        effect
        a sale (each, a "Reconstitution") of some or all of the Mortgage Loans then
        subject to this Agreement, without recourse, to:

      


      (a) 
        one or
        more third party purchasers in one or more in whole loan transfers (each,
        a
        "Whole Loan Transfer"); or

      


      (b) one
        or
        more trusts or other entities to be formed as part of one or more pass-through
        transfers (each, a "Pass-Through Transfer").

      


      The
        Company agrees to execute in connection with any agreements among the Purchaser,
        the Company, and any servicer in connection with a Whole Loan Transfer, an
        Assignment, Assumption and Recognition Agreement substantially in the form
        of
        Exhibit D hereto, or, at Purchaser’s request, a seller's warranties and
        servicing agreement or a participation and servicing agreement or similar
        agreement in form and substance reasonably acceptable to the parties, and
        in
        connection with a Pass-Through Transfer, a pooling and servicing agreement
        in
        form and substance reasonably acceptable to the parties, (collectively the
        agreements referred to herein are designated, the "Reconstitution Agreements").
        It is understood that any such Reconstitution Agreements will not contain
        any
        greater obligations on the part of Company than are contained in this
        Agreement.

      


      With
        respect to each Whole Loan Transfer and each Pass-Through Transfer entered
        into
        by the Purchaser, the Company agrees (1) to cooperate fully with the Purchaser
        and any prospective purchaser with respect to all reasonable requests and
        due
        diligence procedures; (2) to execute, deliver and perform all Reconstitution
        Agreements required by the Purchaser; (3) to restate the representations
        and
        warranties set forth in this Agreement as of the settlement or closing date
        in
        connection with such Reconstitution (each, a "Reconstitution Date"). In that
        connection, the Company shall provide to such servicer or issuer, as the
        case
        may be, and any other participants in such Reconstitution: (i) any and all
        information (including servicing portfolio information) and appropriate
        verification of information (including servicing portfolio information) which
        may be reasonably available to the Company, whether through letters of its
        auditors and counsel or otherwise, as the Purchaser or any such other
        participant shall request upon reasonable demand; and (ii) such additional
        representations, warranties, covenants, opinions of counsel, letters from
        auditors, and certificates of public officials or officers of the Company
        as are
        reasonably agreed upon by the Company and the Purchaser or any such other
        participant. In connection with each Pass-Through Transfer, the Company agrees
        to provide reasonable and customary indemnification to the Purchaser and
        its
        affiliates for disclosure contained in any offering document relating to
        the
        Company or its affiliates, the Mortgage Loans and the underwriting standards
        of
        the Mortgage Loans. The Purchaser shall be responsible for the costs relating
        to
        the delivery of such information. With respect to each Pass-Through Transfer,
        the Purchaser shall provide thirty (30) days notice of such transfer, unless
        otherwise agreed by the parties in the related Confirmation. With respect
        to
        each Whole Loan Transfer, limits on frequency of Reconstitution may be provided
        in the related Confirmation or related Term Sheet for the related Mortgage
        Loans. 

       

      All
        Mortgage Loans not sold or transferred pursuant to a Reconstitution shall
        remain
        subject to, and serviced in accordance with the terms of, this Agreement
        and the
        related Term Sheet, and with respect thereto this Agreement and the related
        Term
        Sheet shall remain in full force and effect.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      IN
        WITNESS WHEREOF, the Company and the Purchaser have caused their names to
        be
        signed hereto by their respective officers thereunto duly authorized as of
        the
        day and year first above written.

       

      
        	 	 	 
	 	EMC
                MORTGAGE CORPORATION
	 	
                Purchaser

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                Name:   

              	 
	 	Title:	 


      

       

      
         

        
          	 	 	 
	 	NATIONAL
                  CITY MORTGAGE COMPANY
	 	
                  Company

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  Name:   

                	 
	 	Title:	 


        

         

         

         

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        A

       

      CONTENTS
        OF MORTGAGE FILE

      


      With
        respect to each Mortgage Loan, the Mortgage File shall include each of the
        following items, which shall be available for inspection by the Purchaser,
        and
        which shall be retained by the Company in the Servicing File or delivered
        to the
        Purchaser or its designee pursuant to Sections 2.04 and 2.05 of the Purchase,
        Warranties and Servicing Agreement.

      


      1.
        The
        original Mortgage Note endorsed "Pay to the order of
        ____________________________________________________, without recourse,"
        and
        signed via original signature in the name of the Company by an authorized
        officer, with all intervening endorsements showing a complete chain of title
        from the originator to the Company, together with any applicable riders.
        In no
        event may an endorsement be a facsimile endorsement. If the Mortgage Loan
        was
        acquired by the Company in a merger, the endorsement must be by "[Company],
        successor by merger to the [name of predecessor]". If the Mortgage Loan was
        acquired or originated by the Company while doing business under another
        name,
        the endorsement must be by "[Company] formerly known as [previous name]".
        Mortgage Notes may be in the form of a lost note affidavit subject to Purchaser
        acceptability. 

      


      2.
        The
        original Mortgage (together with a standard adjustable rate mortgage rider)
        with
        evidence of recording thereon, or a copy thereof certified by the public
        recording office in which such mortgage has been recorded or, if the original
        Mortgage has not been returned from the applicable public recording office,
        a
        true certified copy, certified by the Company.

      


      3.
        The
        original or certified copy, certified by the Company, of the Primary Mortgage
        Insurance Policy or Lender Primary Mortgage Insurance Policy, if
        required.

      


      4. The
        original Assignment, from the Company to _____________________________________,
        or in accordance with Purchaser's instructions, which assignment shall, but
        for
        any blanks requested by Purchaser, be in form and substance acceptable for
        recording. If the Mortgage Loan was acquired or originated by the Company
        while
        doing business under another name, the Assignment must be by "[Company] formerly
        known as [previous name]". If the Mortgage Loan was acquired by the Company
        in a
        merger, the endorsement must be by "[Company], successor by merger to the
        [name
        of predecessor]". None of the Assignments are blanket assignments of
        mortgage.

      


      5. The
        original policy of title insurance, including riders and endorsements thereto,
        or if the policy has not yet been issued, a written commitment or interim
        binder
        or preliminary report of title issued by the title insurance or escrow
        company.

      


      6. Originals
        of all recorded intervening Assignments, or copies thereof, certified by
        the
        public recording office in which such Assignments have been recorded showing
        a
        complete chain of title from the originator to the Company, with evidence
        of
        recording thereon, or a copy thereof certified by the public recording office
        in
        which such Assignment has been recorded or, if the original Assignment has
        not
        been returned from the applicable public recording office, a true certified
        copy, certified by the Company.

      


      7. Originals,
        or copies thereof certified by the public recording office in which such
        documents have been recorded, of each assumption, extension, modification,
        written assurance or substitution agreements, if applicable, or if the original
        of such document has not been returned from the applicable public recording
        office, a true certified copy, certified by the Company. 

      


      8. If
        the
        Mortgage Note or Mortgage or any other material document or instrument relating
        to the Mortgage Loan has been signed by a person on behalf of the Mortgagor,
        the
        original or copy of power of attorney or other instrument that authorized
        and
        empowered such person to sign bearing evidence that such instrument has been
        recorded, if so required in the appropriate jurisdiction where the Mortgaged
        Property is located, or a copy thereof certified by the public recording
        office
        in which such instrument has been recorded or, if the original instrument
        has
        not been returned from the applicable public recording office, a true certified
        copy, certified by the Company.

      


      9. reserved.

      


      10. Mortgage
        Loan closing statement (Form HUD-1) and any other truth-in-lending or real
        estate settlement procedure forms required by law.

      


      11.
        Residential loan application.

      


      12. Uniform
        underwriter and transmittal summary (Fannie Mae Form 1008) or reasonable
        equivalent.

      


      13. Credit
        report on the mortgagor.

      


      14. Business
        credit report, if applicable.

      


      15. Residential
        appraisal report and attachments thereto.

      


      16. The
        original of any guarantee executed in connection with the Mortgage
        Note.

      


      17. Verification
        of employment and income except for Mortgage Loans originated under a limited
        documentation program, all in accordance with Company's underwriting
        guidelines.

      


      18. Verification
        of acceptable evidence of source and amount of down payment, in accordance
        with
        Company's underwriting guidelines.

      


      19. Photograph
        of the Mortgaged Property (may be part of appraisal).

      


      20. Survey
        of
        the Mortgaged Property, if any.

      


      21. Sales
        contract, if applicable.

      


      22. If
        available, termite report, structural engineer’s report, water portability and
        septic certification.

      


      23. Any
        original security agreement, chattel mortgage or equivalent executed in
        connection with the Mortgage.

      


      24. Name
        affidavit, if applicable.

      


      Notwithstanding
        anything to the contrary herein, Company may provide one certificate for
        all of
        the Mortgage Loans indicating that the documents were delivered for
        recording.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

      


      CUSTODIAL
        ACCOUNT LETTER AGREEMENT

      


      ______________,
        2001

      


      To: [_______________________]
        

      (the
        "Depository")

      


      As
        "Company" under the Purchase, Warranties and Servicing Agreement, dated as
        of
        October 1, 2001 (the "Agreement"), we hereby authorize and request you to
        establish an account, as a Custodial Account pursuant to Section 4.04 of
        the
        Agreement, to be designated as " National City Mortgage Company, in trust
        for
        the [Purchaser], Owner of Mortgage Loans". All deposits in the account shall
        be
        subject to withdrawal therefrom by order signed by the Company. This letter
        is
        submitted to you in duplicate. Please execute and return one original to
        us.

      


      NATIONAL
        CITY MORTGAGE COMPANY

       

      By:____________________________

       

      Name:__________________________

       

      Title:___________________________

       

       

      


      The
        undersigned, as "Depository", hereby certifies that the above described account
        has been established under Account Number [__________], at the office of
        the
        depository indicated above, and agrees to honor withdrawals on such account
        as
        provided above. The full amount deposited at any time in the account will
        be
        insured up to applicable limits by the Federal Deposit Insurance Corporation
        through the Bank Insurance Fund or the Savings Association Insurance Fund
        or
        will be invested in Permitted Investments as defined in the
        Agreement.

      


      [___________________________]

       

      By:____________________________

       

      Name:__________________________

       

      Title:___________________________

       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

      


      ESCROW
        ACCOUNT LETTER AGREEMENT

      _____________,
        2001

      


      To: [_______________________]

      (the
        "Depository")

      


      As
        “Company” under the Purchase Warranties and Servicing Agreement, dated as of
        October 1, 2001 (the "Agreement"), we hereby authorize and request you to
        establish an account, as an Escrow Account pursuant to Section 4.06 of the
        Agreement, to be designated as "National City Mortgage Company, in trust
        for the
        [Purchaser], Owner of Mortgage Loans, and various Mortgagors." All deposits
        in
        the account shall be subject to withdrawal therefrom by order signed by the
        Company. This letter is submitted to you in duplicate. Please execute and
        return
        one original to us.

       

      
        NATIONAL
          CITY MORTGAGE COMPANY

         

        By:____________________________

         

        Name:__________________________

         

        Title:___________________________

         

      

      


      The
        undersigned, as "Depository", hereby certifies that the above described account
        has been established under Account Number __________, at the office of the
        depository indicated above, and agrees to honor withdrawals on such account
        as
        provided above. The full amount deposited at any time in the account will
        be
        insured up to applicable limits by the Federal Deposit Insurance Corporation
        through the Bank Insurance Fund or the Savings Association Insurance Fund
        or
        will be invested in Permitted Investments as defined in the
        Agreement.

      


      
        [___________________________]

         

        By:____________________________

         

        Name:__________________________

         

        Title:___________________________

      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        D

      


      FORM
        OF
        ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

      


      This
        is a
        Purchase, Assignment, Assumption and Recognition Agreement (this “PAAR
        Agreement”) made as of __________, 200__, among EMC Mortgage Corporation (the
“Assignor”), ___________________ (the “Assignee”), and _______________________
        (the “Company”).

      


      In
        consideration of the mutual promises contained herein the parties hereto
        agree
        that the residential mortgage loans (the “Assigned Loans”) listed on Attachment
        1 annexed hereto (the "Assigned Loan Schedule") now serviced by Company for
        Assignor and its successors and assigns pursuant to the Purchase, Warranties
        and
        Servicing Agreement, dated as of _________, 200__, between Assignor and Company
        (the “Purchase Agreement”) shall be subject to the terms of this PAAR Agreement.
        Capitalized terms used herein but not defined shall have the meanings ascribed
        to them in the Purchase Agreement.

      


      Purchase,
        Assignment and Assumption

      


      1. Assignor
        hereby grants, transfers and assigns to Assignee all of the right, title
        and
        interest of Assignor in the Assigned Loans and, as they relate to the Assigned
        Loans, all of its right, title and interest in, to and under the Purchase
        Agreement.

      


      2. Simultaneously
        with the execution hereof, (i) Assignee shall pay to Assignor the “Funding
        Amount” as set forth in that certain letter agreement, dated as of _________
        ____, between Assignee and Assignor (the “Confirmation”) and (ii) Assignor, at
        its expense, shall have caused to be delivered to Assignee or its designee
        the
        Mortgage File for each Assigned Loan in Assignor's or its custodian's
        possession, as set forth in the Purchase Agreement, along with, for each
        Assigned Loan, an endorsement of the Mortgage Note from the applicable Company,
        in blank, and an assignment of mortgage in recordable form from the applicable
        Company, in blank. Assignee shall pay the Funding Amount by wire transfer
        of
        immediately available funds to the account specified by Assignor. Assignee
        shall
        be entitled to all scheduled payments due on the Assigned Loans after
        ___________, 200__ and all unscheduled payments or other proceeds or other
        recoveries on the Assigned Loans received on and after _____________,
        200__.

      


      Representations,
        Warranties and Covenants

      


      3. Assignor
        warrants and represents to Assignee and Company as of the date
        hereof:

      


      (a) Attached
        hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
        which agreement is in full force and effect as of the date hereof and the
        provisions of which have not been waived, amended or modified in any respect,
        nor has any notice of termination been given thereunder;

      


      (b) Assignor
        is the lawful owner of the Assigned Loans with full right to transfer the
        Assigned Loans and any and all of its interests, rights and obligations under
        the Purchase Agreement as they relate to the Assigned Loans, free and clear
        from
        any and all claims and encumbrances; and upon the transfer of the Assigned
        Loans
        to Assignee as contemplated herein, Assignee shall have good title to each
        and
        every Assigned Loan, as well as any and all of Assignee’s interests, rights and
        obligations under the Purchase Agreement as they relate to the Assigned Loans,
        free and clear of any and all liens, claims and encumbrances;

      


      (c) There
        are
        no offsets, counterclaims or other defenses available to Company with respect
        to
        the Assigned Loans or the Purchase Agreement;

       

      (d) Assignor
        has no knowledge of, and has not received notice of, any waivers under, or
        any
        modification of, any Assigned Loan;

      


      (e) Assignor
        is duly organized, validly existing and in good standing under the laws of
        the
        jurisdiction of its incorporation, and has all requisite power and authority
        to
        acquire, own and sell the Assigned Loans;

      


      (f) Assignor
        has full corporate power and authority to execute, deliver and perform its
        obligations under this PAAR Agreement, and to consummate the transactions
        set
        forth herein. The consummation of the transactions contemplated by this PAAR
        Agreement is in the ordinary course of Assignor’s business and will not conflict
        with, or result in a breach of, any of the terms, conditions or provisions
        of
        Assignor’s charter or by-laws or any legal restriction, or any material
        agreement or instrument to which Assignor is now a party or by which it is
        bound, or result in the violation of any law, rule, regulation, order, judgment
        or decree to which Assignor or its property is subject. The execution, delivery
        and performance by Assignor of this PAAR Agreement and the consummation by
        it of
        the transactions contemplated hereby, have been duly authorized by all necessary
        corporate action on part of Assignor. This PAAR Agreement has been duly executed
        and delivered by Assignor and, upon the due authorization, execution and
        delivery by Assignee and Company, will constitute the valid and legally binding
        obligation of Assignor enforceable against Assignor in accordance with its
        terms
        except as enforceability may be limited by bankruptcy, reorganization,
        insolvency, moratorium or other similar laws now or hereafter in effect relating
        to creditors’ rights generally, and by general principles of equity regardless
        of whether enforceability is considered in a proceeding in equity or at law;
        

       

      (g)  No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        Assignor in connection with the execution, delivery or performance by Assignor
        of this PAAR Agreement, or the consummation by it of the transactions
        contemplated hereby; and

      


      (h)  Neither
        Assignor nor anyone acting on its behalf has offered, transferred, pledged,
        sold
        or otherwise disposed of the Assigned Loans or any interest in the Assigned
        Loans, or solicited any offer to buy or accept a transfer, pledge or other
        disposition of the Assigned Loans, or any interest in the Assigned Loans
        or
        otherwise approached or negotiated with respect to the Assigned Loans, or
        any
        interest in the Assigned Loans with any Person in any manner, or made any
        general solicitation by means of general advertising or in any other manner,
        or
        taken any other action which would constitute a distribution of the Assigned
        Loans under the Securities Act of 1933, as amended (the “1933 Act”) or which
        would render the disposition of the Assigned Loans a violation of Section
        5 of
        the 1933 Act or require registration pursuant thereto.

      


       

      4. Assignee
        warrants and represents to, and covenants with, Assignor and Company as of
        the
        date hereof:

       

      


      (a) Assignee
        is duly organized, validly existing and in good standing under the laws of
        the
        jurisdiction of its organization and has all requisite power and authority
        to
        acquire, own and purchase the Assigned Loans;

      


      (b) Assignee
        has full corporate power and authority to execute, deliver and perform its
        obligations under this PAAR Agreement, and to consummate the transactions
        set
        forth herein. The consummation of the transactions contemplated by this PAAR
        Agreement is in the ordinary course of Assignee’s business and will not conflict
        with, or result in a breach of, any of the terms, conditions or provisions
        of
        Assignee’s charter or by-laws or any legal restriction, or any material
        agreement or instrument to which Assignee is now a party or by which it is
        bound, or result in the violation of any law, rule, regulation, order, judgment
        or decree to which Assignee or its property is subject. The execution, delivery
        and performance by Assignee of this PAAR Agreement and the consummation by
        it of
        the transactions contemplated hereby, have been duly authorized by all necessary
        corporate action on part of Assignee. This PAAR Agreement has been duly executed
        and delivered by Assignee and, upon the due authorization, execution and
        delivery by Assignor and Company, will constitute the valid and legally binding
        obligation of Assignee enforceable against Assignee in accordance with its
        terms
        except as enforceability may be limited by bankruptcy, reorganization,
        insolvency, moratorium or other similar laws now or hereafter in effect relating
        to creditors’ rights generally, and by general principles of equity regardless
        of whether enforceability is considered in a proceeding in equity or at law;
        

      


      (c) No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        Assignee in connection with the execution, delivery or performance by Assignee
        of this PAAR Agreement, or the consummation by it of the transactions
        contemplated hereby; and 

      


      (d) Assignee
        agrees to be bound as “Purchaser” by all of the terms, covenants and conditions
        of the Purchase Agreement with respect to the Assigned Loans, and from and
        after
        the date hereof, Assignee assumes for the benefit of each of Assignor and
        Company all of Assignor's obligations as “Purchaser” thereunder but solely with
        respect to such Assigned Loans.

       

      5. Company
        warrants and represents to, and covenant with, Assignor and Assignee as of
        the
        date hereof:

      


      (a) Attached
        hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement,
        which agreement is in full force and effect as of the date hereof and the
        provisions of which have not been waived, amended or modified in any respect,
        nor has any notice of termination been given thereunder; 

      


      (b)
         Company
        is duly organized, validly existing and in good standing under the laws of
        the
        jurisdiction of its incorporation, and has all requisite power and authority
        to
        service the Assigned Loans and otherwise to perform its obligations under
        the
        Purchase Agreement;

      


      
        (c)
          Company
          has full corporate power and authority to execute, deliver and perform
          its
          obligations under this PAAR Agreement, and to consummate the transactions
          set
          forth herein. The consummation of the transactions contemplated by this
          PAAR
          Agreement is in the ordinary course of Company’s business and will not conflict
          with, or result in a breach of, any of the terms, conditions or provisions
          of
          Company’s charter or by-laws or any legal restriction, or any material agreement
          or instrument to which Company is now a party or by which it is bound,
          or result
          in the violation of any law, rule, regulation, order, judgment or decree
          to
          which Company or its property is subject. The execution, delivery and
          performance by Company of this PAAR Agreement and the consummation by it
          of the
          transactions contemplated hereby, have been duly authorized by all necessary
          corporate action on part of Company. This PAAR Agreement has been duly
          executed
          and delivered by Company, and, upon the due authorization, execution and
          delivery by Assignor and Assignee, will constitute the valid and legally
          binding
          obligation of Company, enforceable against Company in accordance with its
          terms
          except as enforceability may be limited by bankruptcy, reorganization,
          insolvency, moratorium or other similar laws now or hereafter in effect
          relating
          to creditors’ rights generally, and by general principles of equity regardless
          of whether enforceability is considered in a proceeding in equity or at
          law;

      

      


      
        (d)
          No
          consent, approval, order or authorization of, or declaration, filing or
          registration with, any governmental entity is required to be obtained or
          made by
          Assignee in connection with the execution, delivery or performance by Company
          of
          this PAAR Agreement, or the consummation by it of the transactions contemplated
          hereby; and

      

      


      
        (e)
          No
          event
          has occurred
          from the
          Closing Date to the date hereof which would render the representations
          and
          warranties as to the related Assigned Loans made by the Company in Sections
          3.01
          and 3.02 of the Purchase Agreement to be untrue in any material
          respect.

      

      


      Recognition
        of Assignee

      


      6. From
        and
        after the date hereof, Company shall recognize Assignee as owner of the Assigned
        Loans and will service the Assigned Loans in accordance with the Purchase
        Agreement. It is the intention of Assignor, Company and Assignee that this
        PAAR
        Agreement shall be binding upon and for the benefit of the respective successors
        and assigns of the parties hereto. Neither Company nor Assignor shall amend
        or
        agree to amend, modify, waiver, or otherwise alter any of the terms or
        provisions of the Purchase Agreement which amendment, modification, waiver
        or
        other alteration would in any way affect the Assigned Loans without the prior
        written consent of Assignee.

      


       

      Miscellaneous

      


      7. All
        demands, notices and communications related to the Assigned Loans, the Purchase
        Agreement and this PAAR Agreement shall be in writing and shall be deemed
        to
        have been duly given if personally delivered at or mailed by registered mail,
        postage prepaid, as follows:

       

      


      (a)        
         In
        the
        case of Company,

      


      ____________________

      ____________________

      ____________________

      ____________________

      ____________________

       

      With
        a
        copy to ______________________________________.

      


      
        	(b)  	
                In
                  the case of Assignor,

              


      

      


      ____________________

      ____________________

      ____________________

      ____________________

      ____________________ 

      


      (c)         
         In
        the
        case of Assignee,

      


      EMC
        Mortgage Corporation 

      Mac
        Arthur Ridge II 

      909
        Hidden Ridge Drive, Suite 200

      Irving,
        Texas 75038

      Attention:
        Mr. Edward Raice

      Telecopier
        No.: (972) 444-2810

      


      with
        a
        copy to:

      


      ___________________

      245
        Park
        Avenue

      New
        York,
        New York 10167

      Attention:
        ___________

      Telecopier
        No.: (212) 272-____

      


      8. Each
        party will pay any commissions it has incurred and the fees of its attorneys
        in
        connection with the negotiations for, documenting of and closing of the
        transactions contemplated by this PAAR Agreement. 

      


      9. This
        PAAR
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, without regard to conflicts of law principles, and the obligations,
        rights
        and remedies of the parties hereunder shall be determined in accordance with
        such laws.

      


      10. No
        term
        or provision of this PAAR Agreement may be waived or modified unless such
        waiver
        or modification is in writing and signed by the party against whom such waiver
        or modification is sought to be enforced.

      


      11. This
        PAAR
        Agreement shall inure to the benefit of the successors and assigns of the
        parties hereto. Any entity into which Assignor, Assignee or Company may be
        merged or consolidated shall, without the requirement for any further writing,
        be deemed Assignor, Assignee or Company, respectively, hereunder.

      


      12. This
        PAAR
        Agreement shall survive the conveyance of the Assigned Loans, the assignment
        of
        the Purchase Agreement to the extent of the Assigned Loans by Assignor to
        Assignee and the termination of the Purchase Agreement.

      


      13. This
        PAAR
        Agreement may be executed simultaneously in any number of counterparts. Each
        counterpart shall be deemed to be an original and all such counterparts shall
        constitute one and the same instrument.

      


      14. In
        the
        event that any provision of this PAAR Agreement conflicts with any provision
        of
        the Purchase Agreement with respect to the Assigned Loans, the terms of this
        PAAR Agreement shall control. In the event that any provision of this PAAR
        Agreement conflicts with any provision of the Confirmation with respect to
        the
        Assigned Loans, the terms of this PAAR Agreement shall control.

      


      


      [Modification
        of Purchase Agreement

      


      
        15.
          The
          Company and Assignor hereby amend the Purchase Agreement as
          follows:

      

      


      (a) The
        following definitions are added to Section 1.01 of the Purchase
        Agreement:

      


      Securities
        Administrator: ________________________

      


      Supplemental
        PMI Insurer: ________________________

      


      Supplemental
        PMI Policy: The
        primary guarantee insurance policy of the Supplemental PMI Insurer attached
        hereto as Exhibit J, or any successor Supplemental PMI Policy given to the
        Servicer by the Assignee.

      


      Trustee:
         ________________________

      


      (b) The
        following definition is amended and restated:

      


      Insurance
        Proceeds: Proceeds
        of any Primary Mortgage Insurance Policy
        or
        Lender Primary Mortgage Insurance Policy,
        the
        Supplemental PMI Policy, any title policy, any hazard insurance policy or
        any
        other insurance policy covering a Mortgage Loan or other related Mortgaged
        Property, including any amounts required to be deposited in the Custodial
        Account pursuant to Section 4.04, to the extent such proceeds are not to
        be
        applied to the restoration of the related Mortgaged Property or released
        to the
        Mortgagor in accordance with Accepted Servicing Practices.

      


      (c) The
        following are added as the fourth, fifth and sixth paragraphs of Section
        4.08:

      


      “In
        connection with its activities as servicer, the Company agrees to prepare
        and
        present, on behalf of itself and the Purchaser, claims to the Supplemental
        PMI
        Insurer with respect to the Supplemental PMI Policy and, in this regard,
        to take
        such action as shall be necessary to permit recovery under any Supplemental
        PMI
        Policy respecting a defaulted Mortgage Loan. Pursuant to Section 4.04, any
        amounts collected by the Company under any Supplemental PMI Policy shall
        be
        deposited in the Custodial Account, subject to withdrawal pursuant to Section
        4.05.

      


      In
        accordance with the Supplemental PMI Policy, the Company shall provide to
        the
        Supplemental PMI Insurer any required information regarding the Mortgage
        Loans.

      


      The
        Company shall provide to the [Securities Administrator] on a monthly basis
        via
        computer tape, or other mutually acceptable format, the unpaid principal
        balance, insurer certificate number, lender loan number, and premium due
        the
        Supplemental PMI Insurer for each Mortgage Loan covered by the Supplemental
        PMI
        Policy. In addition, the Company agrees to forward to the Purchaser and the
        [Securities Administrator] any statements or other reports given by the
        Supplemental PMI Insurer to the Servicer in connection with a claim under
        the
        Supplemental PMI Policy.”

      


      (d) Clause
        (vi) of Section 6.1 is amended to read as follows:

      


      “Company
        ceases to be approved by either Fannie Mae or FHLMC as a mortgage loan seller
        or
        servicer for more than thirty days, or the Company fails to meet the servicer
        eligibility requirements of the Supplemental PMI Insurer; or”]

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have executed this PAAR Agreement as
        of the
        day and year first above written.

      
         

        
          	 	 	 
	 	EMC
                  MORTGAGE
                  CORPORATION
	 	
                  Assignor

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  Name:   

                	 
	 	Title:	 


        

         

      

       

      
         

        
          	 	 	 
	 	 
	 	
                  Assignee

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  Name:   

                	 
	 	Title:	 


        

      

       

      
        
           

          
            	 	 	 
	 	 
	 	
                    Company

                  
	 
 	 
 	 
 
	 	By:  	 
	 	
                    Name:   

                  	 
	 	Title:	 


          

        

         

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      


      ATTACHMENT
        1

      


      ASSIGNED
        LOAN SCHEDULE



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ATTACHMENT
        2

      


      PURCHASE,
        WARRANTIES AND SERVICING AGREEMENT

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

      


      FORM
        OF
        TRIAL BALANCE

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        G

      


      REQUEST
        FOR RELEASE OF DOCUMENTS AND RECEIPT

      


      RE: Mortgage
        Loan #___________________________________

      BORROWER:__________________________________________________

      PROPERTY:
        __________________________________________________

      


      


      Pursuant
        to a Purchase, Warranties and Servicing Agreement (the "Agreement") between
        the
        Company and the Purchaser, the undersigned hereby certifies that he or she
        is an
        officer of the Company requesting release of the documents for the reason
        specified below. The undersigned further certifies that:

      


      (Check
        one of the items below)

      


      _____ On
        _________________, the above captioned mortgage loan was paid in full or
        that
        the Company has been notified that payment in full has been or will be escrowed.
        The Company hereby certifies that all amounts with respect to this loan which
        are required under the Agreement have been or will be deposited in the Custodial
        Account as required.

      


      _____ The
        above
        captioned loan is being repurchased pursuant to the terms of the Agreement.
        The
        Company hereby certifies that the repurchase price has been credited to the
        Custodial Account as required under the Agreement.

      


      _____ The
        above
        captioned loan is being placed in foreclosure and the original documents
        are
        required to proceed with the foreclosure action. The Company hereby certifies
        that the documents will be returned to the Purchaser in the event of
        reinstatement.

      


      _____ Other
        (explain)

      


      _______________________________________________________

      _______________________________________________________

      


      All
        capitalized terms used herein and not defined shall have the meanings assigned
        to them in the Agreement.

      


      Based
        on
        this certification and the indemnities provided for in the Agreement, please
        release to the Company all original mortgage documents in your possession
        relating to this loan.

      


      Dated:_________________

      


      By:________________________________

      Signature

      ___________________________________

      Title

      


      Send
        documents to: _____________________________________________

      _____________________________________________

      _____________________________________________

      


      Acknowledgement:

      


      Purchaser
        hereby acknowledges that all original documents previously released on the
        above
        captioned mortgage loan have been returned and received by the
        Purchaser.

      


      


      Dated:________________

      


      By:________________________________

      Signature

      


      _______________________________

      Title


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      EXHIBIT
        H

      


      COMPANY’S
        UNDERWRITING GUIDELINES

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        I

       

      TERM
        SHEET

      


      This
        TERM
        SHEET (the "Term Sheet") dated _____________, between National City Mortgage
        Company, a ________ corporation, located at 3232 Newmark Drive, Miamisburg,
        Ohio
        45342 (the “Company”) and EMC Mortgage Corporation, a Delaware corporation,
        located at ______________ (the "Purchaser") is made pursuant to the terms
        and
        conditions of that certain Purchase, Warranties and Servicing Agreement (the
        "Agreement") dated as of October 1, 2001, between the Company and the Purchaser,
        the provisions of which are incorporated herein as if set forth in full herein,
        as such terms and conditions may be modified or supplemented hereby. All
        initially capitalized terms used herein unless otherwise defined shall have
        the
        meanings ascribed thereto in the Agreement. 

      


      The
        Purchaser hereby purchases from the Company and the Company hereby sells
        to the
        Purchaser, all of the Company’s right, title and interest in and to the Mortgage
        Loans described on the Mortgage Loan Schedule annexed hereto as Schedule
        I,
        pursuant to and in accordance with the terms and conditions set forth in
        the
        Agreement, as same may be supplemented or modified hereby. Hereinafter, the
        Company shall service the Mortgage Loans for the benefit of the Purchaser
        and
        all subsequent transferees of the Mortgage Loans pursuant to and in accordance
        with the terms and conditions set forth in the Agreement. 

      


      1. Definitions

      


      For
        purposes of the Mortgage Loans to be sold pursuant to this Term Sheet, the
        following terms shall have the following meanings:

      


      Aggregate
        Principal Balance

      (as
        of
        the Cut-Off Date):    

      


      Closing
        Date:    

      


      Custodian:    

      


      Cut-off
        Date:    

      


      Initial
        Weighted Average

      Mortgage
        Loan Remittance Rate:  

      


      Mortgage
        Loan:    

      


      Purchase
        Price Percentage:   

      


      Servicing
        Fee Rate:   

      


      Additional
        Closing Conditions: 

      


      In
        addition to the conditions specified in the Agreement, the obligation of
        each of
        the Company and the Purchaser is subject to the fulfillment, on or prior
        to the
        applicable Closing Date, of the following additional conditions: [None].
        

      


      Additional
        Loan Documents: 

      


      In
        addition to the contents of the Mortgage File specified in the Agreement,
        the
        following documents shall be delivered with respect to the Mortgage Loans:
        [None]

      


      [Additional]
        [Modification] of Representations and Warranties:

       

      [In
        addition to the representations and warranties set forth in the Agreement,
        as of
        the date hereof, the Company makes the following additional representations
        and
        warranties with respect to the Mortgage Loans: [None]. [Notwithstanding anything
        to the contrary set forth in the Agreement, with respect to each Mortgage
        Loan
        to be sold on the Closing Date, the representation and warranty set forth
        in
        Section ______ of the Agreement shall be modified to read as
        follows:]

      


      Except
        as
        modified herein, Section ______ of the Agreement shall remain in full force
        and
        effect as of the date hereof.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused their names to be signed
        hereto
        by their respective duly authorized officers as of the date first above
        written.

       

      
        
           

          
            	 	 	 
	 	NATIONAL
                    CITY
                    MORTGAGE COMPANY
	 	
                     

                  
	 
 	 
 	 
 
	 	By:  	 
	 	
                    Name:   

                  	 
	 	Title:	 


          

           

          
            
               

              
                	 	 	 
	 	
                        EMC
                          MORTGAGE CORPORATION

                      
	 	
                         

                      
	 
 	 
 	 
 
	 	By:  	 
	 	
                        Name:   

                      	 
	 	Title:	 


              

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

            

          

        

      

      
SCHEDULE
        I

      


      MORTGAGE
        LOAN SCHEDULE

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      




    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    


    EXHIBIT
      J-1

    


    EMC
      ASSIGNMENT AGREEMENT

    


     

    
      

        ASSIGNMENT,
          ASSUMPTION AND RECOGNITION AGREEMENT

         

        This
          Assignment, Assumption and Recognition Agreement (the “AAR Agreement”) is made
          and entered into as of April 30, 2007 (the “Closing Date”), among Structured
          Asset Mortgage Investments II Inc. (the “Assignor”), U.S. Bank National
          Association,
          not
          individually but solely as trustee for the holders of Prime Mortgage Trust,
          Mortgage Pass-Through Certificates, Series 2007-2 (the “Assignee”) and EMC
          Mortgage Corporation (the “Company”).

        


        Whereas,
          the Assignor and the Company entered into that certain Servicing Agreement,
          dated as of April 1, 2007 (the “Servicing Agreement”), pursuant to which the
          Company agreed to service certain mortgage loans (the “Mortgage Loans”) on
          behalf of the Assignor. 

        


        In
          consideration of the mutual promises and agreements contained herein, and
          for
          other good and valuable consideration, the receipt and sufficiency of which
          are
          hereby acknowledged, the parties hereto agree that the Mortgage Loans listed
          on
Attachment
          1
          annexed
          hereto (the “Assigned Loans”) shall be subject to the terms of this AAR
          Agreement. Any capitalized term used and not otherwise defined herein shall
          have
          the meaning assigned to such term in the Servicing Agreement.

        


        Assignment
          and Assumption

         

        1.  Except
          as
          expressly provided for herein, the Assignor hereby grants, transfers and
          assigns
          to the Assignee all of its right, title and interest as in, to and under
          the
          Assigned Loans, and as they relate to the Assigned Loans, the Servicing
          Agreement. Notwithstanding anything to the contrary contained herein, the
          Assignor is not assigning to the Assignee any of its right, title and interest
          in, to and under the Servicing Agreement with respect to any other mortgage
          loan
          other than the Assigned Loans. Except as is otherwise expressly provided
          herein,
          the Assignor makes no representations, warranties or covenants to the Assignee
          and the Assignee acknowledges that the Assignor has no obligations to the
          Assignee under the terms of the Servicing Agreement or otherwise relating
          to the
          transaction contemplated herein (including, but not limited to, any obligation
          to indemnify the Assignee). 

         

        The
          Assignor acknowledges and agrees that upon execution of this AAR Agreement,
          with
          respect to the Assigned Loans, the Assignee shall become the “Owner” under the
          Servicing Agreement, and all representations, warranties and covenants
          by the
“Servicer” to the “Owner” under the Servicing Agreement including, but not
          limited to, the rights to receive indemnification, shall accrue to the
          Assignee
          by virtue of this AAR Agreement.

         

        Representations,
          Warranties and Covenants

         

        2.  The
          Assignor warrants and represents to, and covenants with, the Assignee and
          the
          Company as of the date hereof that:

         

        	a.         
                 	
                Attached
                  hereto as Attachment
                  2
                  is
                  a true and correct copy of the Servicing Agreement, which Servicing
                  Agreement is in full force and effect as of the date hereof and
                  the
                  provisions of which have not been waived, amended or modified in
                  any
                  respect, nor has any notice of termination been given
                  thereunder;

              


         

        	b.        
                  	
                The
                  Assignor was the lawful owner of the Assigned Loans with full right
                  to
                  transfer the Assigned Loans and any and all of its interests, rights
                  and
                  obligations under the Servicing Agreement they relate to the Assigned
                  Loans, free and clear from any and all claims and encumbrances;
                  and upon
                  the transfer of the Assigned Loans to the Assignee as contemplated
                  herein,
                  the Assignee shall have good title to each and every Assigned Loan,
                  as
                  well as any and all of the Assignee’s interests, rights and obligations
                  under the Servicing Agreement as they relate to the Assigned Loans,
                  free
                  and clear of any and all liens, claims and
                  encumbrances;

              


         

        	c.           	
                There
                  are no offsets, counterclaims or other defenses available to the
                  Company
                  with respect to the Servicing Agreement;

              


         

        	d.           	
                The
                  Assignor has no knowledge of, and has not received notice of, any
                  waivers
                  under, or any modification of, any Assigned
                  Loan;

              


         

        	e.           	
                The
                  Assignor is duly organized, validly existing and in good standing
                  under
                  the laws of the jurisdiction of its incorporation, and has all
                  requisite
                  power and authority to acquire, own and sell the Assigned
                  Loans;

              


         

        	f.           	
                The
                  Assignor has full corporate power and authority to execute, deliver
                  and
                  perform its obligations under this AAR Agreement, and to consummate
                  the
                  transactions set forth herein. The consummation of the transactions
                  contemplated by this AAR Agreement is in the ordinary course of
                  the
                  Assignor’s business and will not conflict with, or result in a breach of,
                  any of the terms, conditions or provisions of the Assignor’s charter or
                  by-laws or any legal restriction, or any material agreement or
                  instrument
                  to which the Assignor is now a party or by which it is bound, or
                  result in
                  the violation of any law, rule, regulation, order, judgment or
                  decree to
                  which the Assignor or its property is subject. The execution, delivery
                  and
                  performance by the Assignor of this AAR Agreement and the consummation
                  by
                  it of the transactions contemplated hereby, have been duly authorized
                  by
                  all necessary corporate action on part of the Assignor. This AAR
                  Agreement
                  has been duly executed and delivered by the Assignor and, upon
                  the due
                  authorization, execution and delivery by the Assignee and the parties
                  hereto, will constitute the valid and legally binding obligation
                  of the
                  Assignor enforceable against the Assignor in accordance with its
                  terms
                  except as enforceability may be limited by bankruptcy, reorganization,
                  insolvency, moratorium or other similar laws now or hereafter in
                  effect
                  relating to creditors’ rights generally, and by general principles of
                  equity regardless of whether enforceability is considered in a
                  proceeding
                  in equity or at law; 

              


         

        	g.           	
                No
                  consent, approval, order or authorization of, or declaration, filing
                  or
                  registration with, any governmental entity is required to be obtained
                  or
                  made by the Assignor in connection with the execution, delivery
                  or
                  performance by the Assignor of this AAR Agreement, or the consummation
                  by
                  it of the transactions contemplated hereby. Neither the Assignor
                  nor
                  anyone acting on its behalf has offered, transferred, pledged,
                  sold or
                  otherwise disposed of the Assigned Loans or any interest in the
                  Assigned
                  Loans, or solicited any offer to buy or accept a transfer, pledge
                  or other
                  disposition of the Assigned Loans, or any interest in the Assigned
                  Loans
                  or otherwise approached or negotiated with respect to the Assigned
                  Loans,
                  or any interest in the Assigned Loans with any Person in any manner,
                  or
                  made any general solicitation by means of general advertising or
                  in any
                  other manner, or taken any other action which would constitute
                  a
                  distribution of the Assigned Loans under the Securities Act of
                  1933, as
                  amended (the “1933 Act”)
                  or
                  which would render the disposition of the Assigned Loans a violation
                  of
                  Section 5 of the 1933 Act or require registration pursuant thereto;
                  and

              


        	 	 


        	h.          	
                There
                  is no action, suit, proceeding, investigation or litigation pending
                  or, to
                  the Assignor's knowledge, threatened, which either in any instance
                  or in
                  the aggregate, if determined adversely to the Assignor, would adversely
                  affect the Assignor's execution or delivery of, or the enforceability
                  of,
                  this AAR Agreement, or the Assignor's ability to perform its obligations
                  under this AAR Agreement.

              


         

        3.  The
          Assignee warrants and represents to, and covenants with, the Assignor and
          the
          Company as of the date hereof that:

         

        	a.           	
                The
                  Assignee is duly organized, validly existing and in good standing
                  under
                  the laws of the jurisdiction of its organization and has all requisite
                  power and authority to hold the Assigned Loans as trustee on behalf
                  of the
                  holders of Prime Mortgage Trust, Mortgage Pass-Through Certificates,
                  Series 2007-2;

              


         

        	b.        
                  	
                The
                  Assignee has full corporate power and authority to execute, deliver
                  and
                  perform its obligations under this AAR Agreement, and to consummate
                  the
                  transactions set forth herein. The consummation of the transactions
                  contemplated by this AAR Agreement is in the ordinary course of
                  the
                  Assignee’s business and will not conflict with, or result in a breach of,
                  any of the terms, conditions or provisions of the Assignee’s charter or
                  by-laws or any legal restriction, or any material agreement or
                  instrument
                  to which the Assignee is now a party or by which it is bound, or
                  result in
                  the violation of any law, rule, regulation, order, judgment or
                  decree to
                  which the Assignee or its property is subject. The execution, delivery
                  and
                  performance by the Assignee of this AAR Agreement and the consummation
                  by
                  it of the transactions contemplated hereby, have been duly authorized
                  by
                  all necessary corporate action on part of the Assignee. This AAR
                  Agreement
                  has been duly executed and delivered by the Assignee and, upon
                  the due
                  authorization, execution and delivery by the Assignor and the parties
                  hereto, will constitute the valid and legally binding obligation
                  of the
                  Assignee enforceable against the Assignee in accordance with its
                  terms
                  except as enforceability may be limited by bankruptcy, reorganization,
                  insolvency, moratorium or other similar laws now or hereafter in
                  effect
                  relating to creditors’ rights generally, and by general principles of
                  equity regardless of whether enforceability is considered in a
                  proceeding
                  in equity or at law;

              


         

        	c.           	
                No
                  consent, approval, order or authorization of, or declaration, filing
                  or
                  registration with, any governmental entity is required to be obtained
                  or
                  made by the Assignee in connection with the execution, delivery
                  or
                  performance by the Assignee of this AAR Agreement, or the consummation
                  by
                  it of the transactions contemplated hereby;


              


        	 	 


        	d.         
	
                There
                  is no action, suit, proceeding, investigation or litigation pending
                  or, to
                  the Assignee's knowledge, threatened, which either in any instance
                  or in
                  the aggregate, if determined adversely to the Assignee, would adversely
                  affect the Assignee's execution or delivery of, or the enforceability
                  of,
                  this AAR Agreement, or the Assignee's ability to perform its obligations
                  under this AAR Agreement; and

              


        	 	 


        	e.         
	
                The
                  Assignee assumes for the benefit of each of Assignor and Company
                  all of
                  the Assignor’s rights as “Owner” under the Servicing Agreement but solely
                  with respect to the Assigned Loans.

              


         

        4.  Company
          warrants and represents to, and covenants with, the Assignee and the Assignor,
          as of the date hereof, that:

         

        	a.          
                 	
                Attached
                  hereto as Attachment
                  2
                  is
                  a true and accurate copy of the Servicing Agreement, which agreement
                  is in
                  full force and effect as of the date hereof and the provisions
                  of which
                  have not been waived, amended or modified in any respect, nor has
                  any
                  notice of termination been given
                  thereunder;

              


         

        	b.         
                  	
                The
                  Company is duly organized, validly existing and in good standing
                  under the
                  laws of the jurisdiction of its incorporation, and has all requisite
                  power
                  and authority to service the Assigned Loans and otherwise to perform
                  its
                  obligations under the Servicing
                  Agreement;

              


         

        	c.         
                  	
                The
                  Company has full corporate power and authority to execute, deliver
                  and
                  perform its obligations under this AAR Agreement, and to consummate
                  the
                  transactions set forth herein. The consummation of the transactions
                  contemplated by this AAR Agreement is in the ordinary course of
                  the
                  Company’s business and will not conflict with, or result in a breach of,
                  any of the terms, conditions or provisions of the Company’s charter or
                  by-laws or any legal restriction, or any material agreement or
                  instrument
                  to which the Company is now a party or by which it is bound, or
                  result in
                  the violation of any law, rule, regulation, order, judgment or
                  decree to
                  which the Company or its property is subject. The execution, delivery
                  and
                  performance by the Company of this AAR Agreement and the consummation
                  by
                  it of the transactions contemplated hereby, have been duly authorized
                  by
                  all necessary corporate action on part of the Company. This AAR
                  Agreement
                  has been duly executed and delivered by the Company, and, upon
                  the due
                  authorization, execution and delivery by the Assignor and the Assignee,
                  will constitute the valid and legally binding obligation of the
                  Company,
                  enforceable against the Company in accordance with its terms except
                  as
                  enforceability may be limited by bankruptcy, reorganization, insolvency,
                  moratorium or other similar laws now or hereafter in effect relating
                  to
                  creditors’ rights generally, and by general principles of equity
                  regardless of whether enforceability is considered in a proceeding
                  in
                  equity or at law;

              


         

        	d.           	
                No
                  consent, approval, order or authorization of, or declaration, filing
                  or
                  registration with, any governmental entity is required to be obtained
                  or
                  made by the Company in connection with the execution, delivery
                  or
                  performance by the Company of this AAR Agreement, or the consummation
                  by
                  it of the transactions contemplated hereby;


              


         

        	e.        
                  	
                The
                  Company shall establish a Custodial Account and an Escrow Account
                  under
                  the Servicing Agreement in favor of the Assignee with respect to
                  the
                  Assigned Loans separate from the Custodial Account and Escrow Account
                  previously established under the Servicing Agreement in favor of
                  the
                  Assignor; 

              


         

        	f.           	
                Pursuant
                  to Section 10.02 of the Servicing Agreement, the Company hereby
                  restates
                  the representations and warranties set forth in Article III of
                  the
                  Servicing Agreement with respect to the Company and/or the Assigned
                  Loans;
                  and

              


        	 	 


        	g.        
	
                Neither
                  this AAR Agreement nor any certification, statement, report or
                  other
                  agreement, document or instrument furnished or to be furnished
                  by the
                  Company pursuant to this AAR Agreement contains or will contain
                  any
                  materially untrue statement of fact or omits or will omit to state
                  a fact
                  necessary to make the statements contained therein not
                  misleading.

              


         

        5.  The
          Company warrants and represents to, and covenants with the Assignor as
          of the
          date hereof:

         

        (a)  The
          Company is not aware and has not received notice that any default, early
          amortization or other performance triggering event has occurred as to any
          other
          securitization due to any act or failure to act of the Company;

         

        (b)  No
          material noncompliance with the applicable servicing criteria with respect
          to
          other securitizations of residential mortgage loans involving the Company
          as
          servicer has been disclosed or reported by the Company;

         

        (c)  The
          Company has not been terminated as servicer in a residential mortgage loan
          securitization, either due to a servicing default or to application of
          a
          servicing performance test or trigger;

         

        (d)  No
          material changes to the Company’s policies or procedures with respect to the
          servicing function it will perform under the Servicing Agreement and this
          AAR
          Agreement for mortgage loans of a type similar to the Assigned Loans have
          occurred during the three-year period immediately preceding the date
          hereof;

         

        (e)  There
          are
          no aspects of the Company’s financial condition that could have a material
          adverse effect on the performance by the Company of its servicing obligations
          under the Servicing Agreement and this AAR Agreement;

         

        (f)  There
          are
          no material legal or governmental proceedings pending (or known to be
          contemplated) against the Company, any Subservicer or any third-party
          originator; and

         

        (g)  There
          are
          no affiliations, relationships or transactions relating to the Company
          or any
          Subservicer with respect to this Securitization Transaction and any party
          thereto of a type described in Item 1119 of Regulation AB.

         

        Notwithstanding
          anything to the contrary in the Agreement, the Company shall (or shall
          cause any
          Third-Party Originator to) (i) immediately notify the Assignor and SAMI
          II in
          writing of (A) legal proceedings pending against the Company, or proceedings
          known to be contemplated by governmental authorities against the Company
          which
          in the judgment of the Company would be, in each case, material to purchasers
          of
          securities backed by the Assigned Loans, (B) any affiliations or relationships
          of the type described in Item 1119(b) of Regulation AB that develop following
          the date hereof between the Company and any of the above listed parties
          or other
          parties identified in writing by the Assignor or SAMI II with respect to
          the
          Securitization Transaction and (ii) provide to the Assignor and SAMI II
          a
          description of such proceedings, affiliations or relationships

         

        6.  The
          Assignor hereby agrees to indemnify and hold the Assignee (and its successors
          and assigns) harmless against any and all claims, losses, penalties, fines,
          forfeitures, legal fees and related costs, judgments, and any other costs,
          fees
          and expenses that the Assignee (and its successors and assigns) may sustain
          in
          any way related to any breach of the representations or warranties of the
          Assignor set forth in this AAR Agreement or the breach of any covenant
          or
          condition contained herein.

         

        Recognition
          of Assignee

         

        7.  From
          and after the date hereof, the Company shall recognize the Assignee as
          owner of
          the Assigned Loans, and acknowledges that the Assigned Loans will be part
          of a
          REMIC, and will service the Assigned Loans in accordance with the Servicing
          Agreement but in no event in a manner that would (i) cause any REMIC to
          fail to
          qualify as a REMIC or (ii) result in the imposition of a tax upon any REMIC
          (including but not limited to the tax on prohibited transactions as defined
          in
          Section 860F(a)(2) of the Code and the tax on contributions to a REMIC
          set forth
          in Section 860G(d) of the Code). It is the intention of the Assignor, the
          Company and the Assignee that this AAR Agreement shall be binding upon
          and for
          the benefit of the respective successors and assigns of the parties hereto.
          Neither the Company nor the Assignor shall amend or agree to amend, modify,
          waiver, or otherwise alter any of the terms or provisions of the Servicing
          Agreement which amendment, modification, waiver or other alteration would
          in any
          way affect the Assigned Loans without the prior written consent of the
          Assignee.

         

        8.  The
          Company shall prepare for and deliver to the Assignee and EMC Mortgage
          Corporation, as master servicer (in such capacity, the “Master Servicer”) a
          statement with respect to each mortgaged property acquired through foreclosure
          or deed-in-lieu of foreclosure in connection with a defaulted Assigned
          Loan
          (“REO Property”) that has been rented showing the aggregate rental income
          received and all expenses incurred in connection with the management and
          maintenance of such REO Property at such times as is necessary to enable
          the
          Assignee to comply with the reporting requirements of the REMIC provisions
          of
          the Code. The net monthly rental income, if any, from such REO Property
          shall be
          deposited in the related collection account no later than the close of
          business
          on each determination date. The Company shall perform, or cause to be performed,
          the tax reporting and withholding related to foreclosures, abandonments
          and
          cancellation of indebtedness income as specified by Sections 1445, 6050J
          and
          6050P of the Code by preparing and filing such tax and information returns,
          as
          may be required. In the event that Prime Mortgage Trust, Mortgage Pass-Through
          Certificates, Series 2007-2 acquires any REO Property as aforesaid or otherwise
          in connection with a default or default becoming reasonably foreseeable
          on an
          Assigned Loan, the Company shall cause such REO Property to be disposed
          prior to
          three years after its acquisition by Prime Mortgage Trust, Mortgage Pass-Through
          Certificates, Series 2007-2 or, at the expense of Prime Mortgage Trust,
          Mortgage
          Pass-Through Certificates, Series 2007-2, request more than 60 days prior
          to the
          day on which such three-year period would otherwise expire, an extension
          of the
          three-year grace period unless the Assignee shall have been supplied with
          an
          opinion of counsel addressed to the Assignee rendered by nationally recognized
          tax counsel specializing in such matters (such opinion not to be an expense
          of
          the Assignee) to the effect that the holding by Prime Mortgage Trust, Mortgage
          Pass-Through Certificates, Series 2007-2 of such REO Property subsequent
          to such
          three-year period will not result in the imposition of taxes on “prohibited
          transactions” of any REMIC as defined in Section 860F of the Code or cause any
          REMIC to fail to qualify as a REMIC, in which case Prime Mortgage Trust,
          Mortgage Pass-Through Certificates, Series 2007-2 may continue to hold
          such REO
          Property (subject to any conditions contained in such opinion of counsel).
          Notwithstanding any other provision of the Servicing Agreement, no REO
          Property
          acquired by Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series
          2007-2 shall be rented (or allowed to continue to be rented) or otherwise
          used
          for the production of income by or on behalf of Prime Mortgage Trust, Mortgage
          Pass-Through Certificates, Series 2007-2 in such a manner or pursuant to
          any
          terms that would (i) cause such REO Property to fail to qualify as “foreclosure
          property” within the meaning of Section 860G(a)(8) of the Code or (ii) subject
          any REMIC to the imposition of any federal, state or local income taxes
          on the
          income earned from such REO Property under Section 860G(c) of the Code
          or
          otherwise, unless the Company has agreed to indemnify and hold harmless
          Prime
          Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-2 with
          respect
          to the imposition of any such taxes.

         

        9.  Notwithstanding
          any term hereof to the contrary, the execution and delivery of this AAR
          Agreement by the Assignee is solely in its capacity as trustee for Prime
          Mortgage Trust,
          Mortgage Pass-Through Certificates, Series 2007-2 and not individually,
          and any
          recourse against the Assignee in respect of any obligations it may have
          under or
          pursuant to the terms of this AAR Agreement shall be limited solely to
          the
          assets it may hold as trustee of Prime Mortgage Trust, Mortgage Pass-Through
          Certificates, Series 2007-2.

         

        Miscellaneous

         

        10.  All
          demands, notices and communications related to the Assigned Loans, the
          Servicing
          Agreement and this AAR Agreement shall be in writing and shall be deemed
          to have
          been duly given if personally delivered at or mailed by registered mail,
          postage
          prepaid, as follows:

         

        	a.  	
                In
                  the case of the Company,

              


        EMC
          Mortgage Corporation

        2780
          Lake
          Vista Drive

        Lewisville,
          TX 75067-3884

        Attention:
          Michelle Viner

        Facsimile:
          (214)
          626-4889

        Email:
          mviner@bear.com 

         

        	b.  	
                In
                  the case of the Assignor,

              


        Structured
          Asset Mortgage Investments II Inc.

        383
          Madison Avenue, 

        New
          York,
          New York 10179

        Attention:
          Robert Durden

        Telecopier
          No.: (212) 272-5591

        


        	c.  	
                In
                  the case of the Assignee,

              


        U.S.
          Bank
          National Association,

        as
          Trustee

        One
          Federal Street, 3rd
          Floor

        Boston,
          Massachusetts 02110

        Attention:
          Corporate Trust Services, PRIME 2007-2

        Telecopier
          No.: (617) 603-6638

        


        11.  The
          Company hereby acknowledges that EMC Mortgage Corporation has been appointed
          as
          the master servicer of the Assigned Loans pursuant to the Pooling and Servicing
          Agreement, dated as of April 1, 2007, among the Assignor, the Assignee
          and the
          Company, as seller and master servicer, and therefor has the right to enforce
          all obligations of the Company, as they relate to the Assigned Loans, under
          the
          Servicing Agreement. Such right will include, without limitation, the right
          to
          terminate the Company under the Servicing Agreement upon the occurrence
          of an
          event of default thereunder, the right to receive all remittances required
          to be
          made by the Company under the Servicing Agreement, the right to receive
          all
          monthly reports and other data required to be delivered by the Company
          under the
          Servicing Agreement, the right to examine the books and records of the
          Company,
          indemnification rights, and the right to exercise certain rights of consent
          and
          approval relating to actions taken by the Company. The Company shall make
          all
          distributions under the Servicing Agreement, as they relate to the Assigned
          Loans, to the Master Servicer by wire transfer of immediately available
          funds
          to:

         

        EMC
          Master Servicing Remittances

        Bank:
          Chase Bank of Texas

        Branch:
          Irving, Texas

        Account
          Name: EMC Mortgage Corporation

        ABA
          #
          113000609

        ACCOUNT
          #
          000000709377717

        Reference:
          M/S Remittance April 1, 2007 Remit for EMC Mortgage Corporation

        Attention:
          LSBO Group-MS

        


        and
          the
          Company shall deliver all reports required to be delivered under the Servicing
          Agreement, as they relate to the Assigned Loans, to the Assignee at the
          address
          set forth in Section 10 herein and to the Master Servicer at:

         

        EMC
          Mortgage Corporation

        2780
          Lake
          Vista Drive

        Lewisville,
          TX 75067-3884

        Attention:
          Michelle Viner

        Facsimile:
          (214)
          626-4889

        Email:
          mviner@bear.com 

         

        12.  THIS
          AAR
          AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
          NEW
          YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES, AND THE OBLIGATIONS,
          RIGHTS
          AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
          WITH
          SUCH LAWS.

         

        13.  No
          term
          or provision of this AAR Agreement may be waived or modified unless such
          waiver
          or modification is in writing and signed by the party against whom such
          waiver
          or modification is sought to be enforced.

         

        14.  This
          AAR
          Agreement shall inure to the benefit of the successors and assigns of the
          parties hereto. Any entity into which the Assignor, the Assignee or the
          Company
          may be merged or consolidated shall, without the requirement for any further
          writing, be deemed the Assignor, the Assignee or the Company, respectively,
          hereunder.

         

        15.  This
          AAR
          Agreement shall survive the conveyance of the Assigned Loans, the assignments
          of
          the Servicing Agreement to the extent of the Assigned Loans by the Assignor
          to
          the Assignee and the termination of the Servicing Agreement.

         

        16.  This
          AAR
          Agreement may be executed simultaneously in any number of counterparts.
          Each
          counterpart shall be deemed to be an original and all such counterparts
          shall
          constitute one and the same instrument.

         

        17.  In
          the
          event that any provision of this AAR Agreement conflicts with any provision
          of
          the Servicing Agreement with respect to the Assigned Loans, the terms of
          this
          AAR Agreement shall control.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        


        IN
          WITNESS WHEREOF, the parties hereto have executed this AAR Agreement on
          the date
          first above written.

         

        
          
            	
                    STRUCTURED
                      ASSET MORTGAGE

                    INVESTMENTS
                      II INC.,

                    
                      the
                        Assignor

                    

                  	 	 	
                    U.S.
                      BANK NATIONAL ASSOCIATION,

                    not
                      individually but solely as trustee for the

                    holders
                      of Prime Mortgage Trust, Mortgage

                    Pass-Through
                      Certificates, Series 2007-2,

                  	 
	
                  	 	 	
                    the
                      Assignee

                  	 
	 	 	 	 	 	 	 
	
                    By:

                  	 	 	 	
                    By:

                  	 	 
	
                    Name:

                  	Baron
                    Silverstein	 	 	
                    Name:

                  	 	 
	
                    Title:

                  	Vice
                    President	 	 	
                    Title:
                      

                  	 	 
	 	 	 	 	 	 	
                     

                  
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                    EMC
                      MORTGAGE CORPORATION,

                  	 	 	 	 	 
	
                    the
                      Company

                  	 	 	 	 	 
	 	 	 	 	 	 	 
	
                    By:

                  	 	 	 	 	 	 
	
                    Name:
                      

                  	 	 	 	 	 	 
	
                    Title:

                  	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
                    Acknowledged
                      and Agreed:

                  	 	 	 	 	 
	 	 	 	 	 	 
	
                    EMC
                      MORTGAGE CORPORATION,

                  	 	 	 	 	 
	
                    the
                      Master Servicer

                  	 	 	 	 	 
	 	 	 	 	 	 	 
	
                    By:

                  	 	 	 	 	 	 
	
                    Name:
                      

                  	 	 	 	 	 	 
	
                    Title:
                      

                  	 	 	 	 	 	 


          

          


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

                
                

              

            



        

        Attachment
          I

        


        Assigned
          Loans


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        


        Attachment
          II

        


        Servicing
          Agreement

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    

 

    EXHIBIT
      J-2

    


    NCMC
      ASSIGNMENT AGREEMENT

    


    

      ASSIGNMENT,
        ASSUMPTION AND RECOGNITION AGREEMENT

       

      This
        is
        an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made
        as of April 30, 2007, among EMC Mortgage Corporation (the “Assignor”), U.S. Bank
        National Association, not individually but solely as trustee for the holders
        of
        Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-2 (the
        “Assignee”), National City Mortgage Co. (the “Company”) and Structured Asset
        Mortgage Investments II Inc. (“SAMI II”). 

       

      In
        consideration of the mutual promises contained herein the parties hereto
        agree
        that the residential mortgage loans (the “Assigned Loans”) listed on Attachment
        1 annexed hereto (the “Assigned Loan Schedule”) purchased by Assignor from
        Company pursuant to (a) the Purchase, Warranties and Servicing Agreement,
        dated
        as of October 1, 2001, between Assignor and Company as amended by Amendment
        Reg
        AB to the Purchase, Warranties and Servicing Agreement, dated as of March
        1,
        2006 (the “Purchase Agreement”) and (b) those certain Term Sheets, dated March
        13, 2007 and March 23, 2007 between Assignor and Company (the “Term Sheets” and
        together with the Purchase Agreement, the “Agreements”), shall be subject to the
        terms of this AAR Agreement. Capitalized terms used herein but not defined
        shall
        have the meanings ascribed to them in the Agreements.

       

      In
        consideration of the mutual promises and agreements contained herein, and
        for
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the parties hereto agree that the Assigned Loans shall
        be
        subject to the terms of this AAR Agreement. Capitalized terms used herein
        but
        not defined shall have the meanings ascribed to them in the Purchase
        Agreement.

       

      Assignment
        and Assumption 

       

      1.  Assignor
        hereby grants, transfers and assigns to Assignee all of the right, title
        and
        interest of Assignor in the Assigned Loans and, as they relate to the Assigned
        Loans, all of its right, title and interest in, to and under the Agreements.
        Assignor specifically reserves and does not assign to Assignee any right
        title
        and interest in, to or under any Mortgage Loans subject to the Agreements
        other
        than those set forth on Attachment l. Notwithstanding anything to the contrary
        contained herein, the Assignor is retaining the right to enforce the
        representations and warranties set forth in Article III of the Purchase
        Agreement and
        in
        the Term Sheets,
        and any
        obligation of the Company to cure, repurchase or substitute for a mortgage
        loan
        and to indemnify the Assignor with respect to a breach of such representations
        and warranties pursuant to Section 3.03 and Section 8.01 of the Purchase
        Agreement against the Company. In addition, the Assignor specifically reserves
        and does not assign to the Assignee any right, title and interest in, to
        or
        under Section 2.09 of the Purchase Agreement and Section 4.03 and Section
        4.13
        of the Purchase Agreement (but only insofar as such Sections grant to the
        Purchaser the right to terminate the servicing of defaulted Assigned Loans
        and/or REO Properties by the Company).

       

      Representations;
        Warranties and Covenants 

       

      2.  Assignor
        warrants and represents to Assignee and Company as of the date hereof:


       

      
        	a.              	
                Attached
                  hereto as Attachment 2 are true and accurate copies of the Agreements,
                  which agreements are in full force and effect as of the date hereof
                  and
                  the provisions of which have not been waived, amended or modified
                  in any
                  respect, nor has any notice of termination been given thereunder;
                  

              


      

       

      
        	b.              	
                Assignor
                  is the lawful owner of the Assigned Loans with full right to transfer
                  the
                  Assigned Loans and any and all of its interests, rights and obligations
                  under the Agreements as they relate to the Assigned Loans, free
                  and clear
                  of any and all liens, claims and encumbrances; and upon the transfer
                  of
                  the Assigned Loans to Assignee as contemplated herein, Assignee
                  shall have
                  good title to each and every Assigned Loan, as well as any and
                  all of
                  Assignor's interests, rights and obligations under the Agreements
                  as they
                  relate to the Assigned Loans, free and clear of any and all liens,
                  claims
                  and encumbrances; 

              


      

       

      
        	c.              	
                Assignor
                  has not received notice of, and has no knowledge of, any offsets,
                  counterclaims or other defenses available to Company with respect
                  to the
                  Assigned Loans or the Agreements; 

              


      

       

      
        	d.              	
                Assignor
                  has not waived or agreed to any waiver under, or agreed to any
                  amendment
                  or other modifications of, the Agreements. Assignor has no knowledge
                  of,
                  and has not received notice of, any waivers under or any amendments
                  or
                  other modifications of, or assignment of rights or obligations
                  under the
                  Agreements; 

              


      

       

      
        	e.              	
                Assignor
                  is a corporation duly organized, validly existing and in good standing
                  under the laws of the jurisdiction of its formation, and has all
                  requisite
                  power and authority to acquire, own and sell the Assigned Loans;
                  

              


      

       

      
        	f.              	
                Assignor
                  has full power and authority to execute, deliver and perform its
                  obligations under this AAR Agreement, and to consummate the transactions
                  set forth herein. The consummation of the transactions contemplated
                  by
                  this AAR Agreement is in the ordinary course of Assignor's business
                  and
                  will not conflict with, or result in a breach of, any of the terms,
                  conditions or provisions of Assignor's charter or by-laws or any
                  legal
                  restriction, or any material agreement or instrument to which Assignor
                  is
                  now a party or by which it is bound, or result in the violation
                  of any
                  law, rule, regulation, order, judgment or decree to which Assignor
                  or its
                  property is subject. The execution, delivery and performance by
                  Assignor
                  of this AAR Agreement and the consummation by it of the transactions
                  contemplated hereby, have been duly authorized by all necessary
                  action on
                  the part of Assignor. This AAR Agreement has been duly executed
                  and
                  delivered by Assignor and, upon the due authorization, execution
                  and
                  delivery by Assignee and Company, will constitute the valid and
                  legally
                  binding obligation of Assignor enforceable against Assignor in
                  accordance
                  with its terms except as enforceability may be limited by bankruptcy,
                  reorganization, insolvency, moratorium or other similar laws now
                  or
                  hereafter in effect relating to creditors' rights generally, and
                  by
                  general principles of equity regardless of whether enforceability
                  is
                  considered in a proceeding in equity or at law;


              


      

       

      
        	g.              	
                No
                  material consent, approval, order or authorization of, or declaration,
                  filing or registration with, any governmental entity is required
                  to be
                  obtained or made by Assignor in connection with the execution,
                  delivery or
                  performance by Assignor of this AAR Agreement, or the consummation
                  by it
                  of the transactions contemplated hereby. Neither Assignor nor anyone
                  acting on its behalf has offered, transferred, pledged, sold or
                  otherwise
                  disposed of the Assigned Loans or any interest in the Assigned
                  Loans, or
                  solicited any offer to buy or accept transfer, pledge or other
                  disposition
                  of the Assigned Loans, or any interest in the Assigned Loans, or
                  otherwise
                  approached or negotiated with respect to the Assigned Loans, or
                  any
                  interest in the Assigned Loans, with any Person in any manner,
                  or made any
                  general solicitation by means of general advertising or in any
                  other
                  manner, or taken any other action which would constitute a distribution
                  of
                  the Assigned Loans under the Securities Act of 1933, as amended
                  (the “1933
                  Act”) or which would render the disposition of the Assigned Loans a
                  violation of Section 5 of the 1933 Act or require registration
                  pursuant
                  thereto; 

              


      

       

      
        	h.              	
                There
                  is no action, suit, proceeding, investigation or litigation pending
                  or, to
                  Assignor's knowledge, threatened, which either in any instance
                  or in the
                  aggregate, if determined adversely to Assignor, would adversely
                  affect
                  Assignee's execution or delivery of, or the enforceability of,
                  this AAR
                  Agreement, or the Assignor's ability to perform its obligations
                  under this
                  AAR Agreement; and

              


      

       

      
        	i.           
                  	
                Assignor
                  has received from Company, and has delivered to Assignee, all documents
                  required to be delivered to Assignor by Company prior to the date
                  hereof
                  pursuant to Section 2.07 of the Purchase Agreement with respect
                  to the
                  Assigned Loans.

              


      

       

      3.  Assignee
        warrants and represents to, and covenants with, Assignor and Company as of
        the
        date hereof: 

       

      
        	 	
                a.

              	
                Assignee
                  is duly organized, validly existing and in good standing under
                  the laws of
                  the jurisdiction of its organization and has all requisite power
                  and
                  authority to acquire and hold the Assigned Loans as trustee on
                  behalf of
                  the holders of Prime Mortgage Trust, Mortgage Pass-Through Certificates,
                  Series 2007-2; 

              


      

       

      
        	 	
                b.

              	
                Assignee
                  has full power and authority to execute, deliver and perform its
                  obligations under this AAR Agreement, and to consummate the transactions
                  set forth herein. The consummation of the transactions contemplated
                  by
                  this AAR Agreement is in the ordinary course of Assignee's business
                  and
                  will not conflict with, or result in a breach of, any of the terms,
                  conditions or provisions of Assignee's charter or by-laws or any
                  legal
                  restriction, or any material agreement or instrument to which Assignee
                  is
                  now a party or by which it is bound, or result in the violation
                  of any
                  law, rule, regulation, order, judgment or decree to which Assignee
                  or its
                  property is subject. The execution, delivery and performance by
                  Assignee
                  of this AAR Agreement and the consummation by it of the transactions
                  contemplated hereby, have been duly authorized by all necessary
                  action on
                  the part of Assignee. This AAR Agreement has been duly executed
                  and
                  delivered by Assignee and, upon the due authorization, execution
                  and
                  delivery by Assignor and Company, will constitute the valid and
                  legally
                  binding obligation of Assignee enforceable against Assignee in
                  accordance
                  with its terms except as enforceability may be limited by bankruptcy,
                  reorganization, insolvency, moratorium or other similar laws now
                  or
                  hereafter in effect relating to creditors’ rights generally, and by
                  general principles of equity regardless of whether enforceability
                  is
                  considered in a proceeding in equity or at law;


              


      

       

      
        	 	
                c.

              	
                No
                  material consent, approval, order or authorization of, or declaration,
                  filing or registration with, any governmental entity is required
                  to be
                  obtained or made by Assignee in connection with the execution,
                  delivery or
                  performance by Assignee of this AAR Agreement, or the consummation
                  by it
                  of the transactions contemplated hereby;
                  and

              


      

       

      
        	 	
                d.

              	
                There
                  is no action, suit, proceeding, investigation or litigation pending
                  or, to
                  Assignee's knowledge, threatened, which either in any instance
                  or in the
                  aggregate, if determined adversely to Assignee, would adversely
                  affect
                  Assignee's execution or delivery of, or the enforceability of,
                  this AAR
                  Agreement, or the Assignee's ability to perform its obligations
                  under this
                  AAR Agreement.

              


      

       

      4.  Company
        warrants and represents to, and covenants with, Assignor and Assignee as
        of the
        date hereof: 

       

      
        	 	
                a.

              	
                Attached
                  hereto as Attachment 2 are true and accurate copies of the Agreements,
                  which agreements are in full force and effect as of the date hereof
                  and
                  the provisions of which have not been waived, amended or modified
                  in any
                  respect, nor has any notice of termination been given thereunder;
                  

              


      

       

      
        	 	
                b.

              	
                Company
                  is duly organized, validly existing and in good standing under
                  the laws of
                  the jurisdiction of its incorporation, and has all requisite power
                  and
                  authority to service the Assigned Loans and otherwise to perform
                  its
                  obligations under the Agreements; 

              


      

       

      
        	 	
                c.

              	
                Company
                  has full corporate power and authority to execute, deliver and
                  perform its
                  obligations under this AAR Agreement, and to consummate the transactions
                  set forth herein. The consummation of the transactions contemplated
                  by
                  this AAR Agreement is in the ordinary course of Company's business
                  and
                  will not conflict with, or result in a breach of, any of the terms,
                  conditions or provisions of Company’s charter or by-laws or any legal
                  restriction, or any material agreement or instrument to which Company
                  is
                  now a party or by which it is bound, or result in the violation
                  of any
                  law, rule, regulation, order, judgment or decree to which Company
                  or its
                  property is subject. The execution, delivery and performance by
                  Company of
                  this AAR Agreement and the consummation by it of the transactions
                  contemplated hereby, have been duly authorized by all necessary
                  corporate
                  action on the part of Company. This AAR Agreement has been duly
                  executed
                  and delivered by Company, and, upon the due authorization, execution
                  and
                  delivery by Assignor and Assignee, will constitute the valid and
                  legally
                  binding obligation of Company, enforceable against Company in accordance
                  with its terms except as enforceability may be limited by bankruptcy,
                  reorganization, insolvency, moratorium or other similar laws now
                  or
                  hereafter in effect relating to creditors’ rights generally, and by
                  general principles of equity regardless of whether enforceability
                  is
                  considered in a proceeding in equity or at law;


              


      

       

      
        	 	
                d.

              	
                No
                  consent, approval, order or authorization of, or declaration, filing
                  or
                  registration with, any governmental entity is required to be obtained
                  or
                  made by Company in connection with the execution, delivery or performance
                  by Company of this AAR Agreement, or the consummation by it of
                  the
                  transactions contemplated hereby; 

              


      

       

      
        	 	
                e.

              	
                Company
                  shall establish a Custodial Account and an Escrow Account under
                  the
                  Purchase Agreement in favor of Assignee with respect to the Assigned
                  Loans
                  separate from the Custodial Account and the Escrow Account previously
                  established under the Purchase Agreement in favor of
                  Assignor;

              


      

       

      
        	 	
                f.

              	
                No
                  event has occurred from the applicable Closing Date to the date
                  hereof
                  which would render the representations and warranties as to the
                  related
                  Mortgage Loans made by the Company in Section 3.02 of the Purchase
                  Agreement or in the related Term Sheets to be untrue in any material
                  respect; and

              


      

       

      
        	 	
                g.

              	
                Pursuant
                  to Section 11.18 of the Purchase Agreement, the Company hereby
                  restates
                  the representations and warranties set forth in Article III of
                  the
                  Purchase Agreement and in the Term Sheets with respect to the Company
                  and
                  the Assigned Loans as of the Closing
                  Date.

              


      

       

      5.  Company
        warrants and represents to, and covenants with, Assignor and SAMI II as of
        the
        date hereof:

       

      
        	 	
                a.

              	
                Company
                  is not aware and has not received notice that any default, early
                  amortization or other performance triggering event has occurred
                  as to any
                  other securitization due to any act or failure to act of the
                  Company;

              


      

       

      
        	 	
                b.

              	
                No
                  material noncompliance with the applicable servicing criteria with
                  respect
                  to other securitizations of residential mortgage loans involving
                  the
                  Company as servicer has been disclosed or reported by the
                  Company;

              


      

       

      
        	 	
                c.

              	
                Company
                  has not been terminated as servicer in a residential mortgage loan
                  securitization, either due to a servicing default or to application
                  of a
                  servicing performance test or
                  trigger;

              


      

       

      
        	 	
                d.

              	
                No
                  material changes to the Company’s policies or procedures with respect to
                  the servicing function it will perform under the Purchase Agreement
                  and
                  this AAR Agreement for mortgage loans of a type similar to the
                  Assigned
                  Loans have occurred during the three-year period immediately preceding
                  the
                  date hereof;

              


      

       

      
        	 	
                e.

              	
                There
                  are no aspects of the Company’s financial condition that could have a
                  material adverse effect on the performance by the Company of its
                  servicing
                  obligations under the Purchase Agreement and this AAR
                  Agreement;

              


      

       

      
        	 	
                f.

              	
                There
                  are no material legal or governmental proceedings pending (or known
                  to be
                  contemplated) against the Company, any Subservicer or any third-party
                  originator; and

              


      

       

      
        	 	
                g.

              	
                There
                  are no affiliations, relationships or transactions relating to
                  the Company
                  or any Subservicer with respect to this Securitization Transaction
                  and any
                  party thereto of a type described in Item 1119 of Regulation
                  AB.

              


      

       

      Notwithstanding
        anything to the contrary in the Agreement, the Company shall (or shall cause
        any
        Third-Party Originator to) (i) immediately notify Assignor and SAMI II in
        writing of (A) legal proceedings pending against the Company, or proceedings
        known to be contemplated by governmental authorities against the Company
        which
        in the judgment of the Company would be, in each case, material to purchasers
        of
        securities backed by the Assigned Loans, (B) any affiliations or relationships
        of the type described in Item 1119(b) of Regulation AB that develop following
        the date hereof between the Company and any of the above listed parties or
        other
        parties identified in writing by the Assignor or SAMI II with respect to
        the
        Securitization Transaction and (ii) provide to the Assignor and SAMI II a
        description of such proceedings, affiliations or relationships.

       

      Each
        such
        notice/update should be sent to the Assignor by e-mail to
        regABnotifications@bear.com. Additionally, all such notifications, other
        than
        those pursuant to (i)(A) above, should be sent to:

       

      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067-3884

      Attention:
        Michelle Viner

      Facsimile:
        (214) 626-4889

      Email:
        mviner@bear.com

      


      With
        a
        copy to:

      


      Bear,
        Stearns & Co. Inc.

      383
        Madison Avenue, 3rd Floor

      New,
        York, NY 10179

      Attention:
        Global Credit Administration

      Facsimile:
        (212) 272-6564

      


      Notifications
        pursuant to (i)(A) above should be sent to: 

      


      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067-3884

      Attention:
        General Counsel 

      Facsimile:
        (469) 759-4714

      


      With
        copies to:

      


      Bear,
        Stearns & Co. Inc.

      383
        Madison Avenue, 3rd Floor

      New,
        York, NY 10179

      Attention:
        Global Credit Administration

      Facsimile:
        (212) 272-6564

      


      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067-3884

      Attention:
        Michelle Viner

      Facsimile:
        (214) 626-4889

      Email:
        mviner@bear.com

       

      


      6.  Notwithstanding
        any term hereof to the contrary, the execution and delivery of this AAR
        Agreement by the Assignee is solely in its capacity as trustee for Prime
        Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-2 and not
        individually, and any recourse against the Assignee in respect of any
        obligations it may have under or pursuant to the terms of this AAR Agreement
        shall be limited solely to the assets it may hold as trustee of Prime Mortgage
        Trust, Mortgage Pass-Through Certificates, Series 2007-2. 

       

      Recognition
        of Assignee 

       

      7.  From
        and
        after the date hereof, Company shall recognize Assignee as owner of the Assigned
        Loans and will service the Assigned Loans for Assignee as if Assignee and
        Company had entered into a separate servicing agreement for the servicing
        of the
        Assigned Loans in the form of the Purchase Agreement (as modified herein),
        the
        terms of which are incorporated herein by reference. In addition, Company
        hereby
        acknowledges that from and after the date hereof, the Assigned Loans will
        be
        subject to the Pooling and Servicing Agreement (the “Pooling and Servicing
        Agreement”), dated as of April 1, 2007, by and among, Structured Asset Mortgage
        Investments II Inc., EMC Mortgage Corporation as master servicer (the “Master
        Servicer”) and U.S. Bank National Association. Pursuant to the Pooling and
        Servicing Agreement, the Master Servicer has the right to monitor and enforce,
        on behalf of the Assignee, the performance by Company of its servicing
        obligations under this AAR Agreement. Such right will include, without
        limitation, the right to terminate the Company under the Purchase Agreement
        upon
        the occurrence of an event of default thereunder, the right to receive all
        remittances required to be made by the Company under the Purchase Agreement,
        the
        right to receive all monthly reports and other data required to be delivered
        by
        the Company under the Purchase Agreement, the right to examine the books
        and
        records of the Company, indemnification rights, and the right to exercise
        certain rights of consent and approval relating to actions taken by the Company.
        In connection therewith, Company hereby agrees that all remittances required
        to
        be made with respect to the Assigned Loans pursuant to the Purchase Agreement
        will be made in accordance with the following wire transfer
        instructions:

       

      EMC
        Master Servicing Remittances

      Bank:
        Chase Bank of Texas

      Branch:
        Irving, Texas

      Account
        Name: EMC Mortgage Corporation

      ABA
        #
        113000609

      ACCOUNT
        #
        000000709377717

      Reference:
        M/S Remittance April 1, 2007 Remit for National City Mortgage
        Company

      Attention:
        LSBO Group-MS 

       

      and
        the
        Company shall deliver all reports and other notices required to be delivered
        under the Purchase Agreement to the Assignee and to the Master Servicer
        at:

       

      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067-3884

      Attention:
        Michelle Viner

      Facsimile:
        (469) 759-4714

      Email:
        mviner@bear.com 

      


      It
        is the
        intention of Assignor, Company and Assignee that this AAR Agreement shall
        be
        binding upon and for the benefit of the respective successors and assigns
        of the
        parties hereto. Neither Company nor Assignor shall amend or agree to amend,
        modify, waive, or otherwise alter any of the terms or provisions of the
        Agreements which amendment, modification, waiver or other alteration would
        in
        any way affect the Assigned Loans without the prior written consent of Assignee.
        

       

      The
        Company shall prepare for and deliver to the Assignee and the Master Servicer
        (and the securities administrator, if any) a statement with respect to each
        mortgaged property acquired through foreclosure or deed-in-lieu of foreclosure
        in connection with a defaulted Assigned Loan (“REO Property”) that has been
        rented showing the aggregate rental income received and all expenses incurred
        in
        connection with the management and maintenance of such REO Property at such
        times as is necessary to enable the Assignee (or the securities administrator,
        if any) to comply with the reporting requirements of the REMIC provisions
        of the
        Code. The net monthly rental income, if any, from such REO Property shall
        be
        deposited in the related collection account no later than the close of business
        on each determination date. The Company shall perform, or caused to be
        performed, the tax reporting and withholding related to foreclosures,
        abandonments and cancellation of indebtedness income as specified by Sections
        1445, 6050J and 6050P of the Code by preparing and filing such tax and
        information returns, as may be required. In the event that the Prime Mortgage
        Trust, Mortgage Pass-Through Certificates, Series 2007-2 acquires any REO
        Property as aforesaid or otherwise in connection with a default or default
        becoming reasonably foreseeable on an Assigned Loan, the Company shall cause
        such REO Property to be disposed prior to three years after its acquisition
        by
        the Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-2
        or,
        at the expense of the Prime Mortgage Trust, Mortgage Pass-Through Certificates,
        Series 2007-2, request more than 60 days prior to the day on which such
        three-year period would otherwise expire, an extension of the three-year
        grace
        period unless the Assignee (or the securities administrator, if any) shall
        have
        been supplied with an opinion of counsel addressed to the Assignee (and the
        securities administrator, if any) rendered by nationally recognized tax counsel
        specializing in such matters (such opinion not to be an expense of the Trustee
        or the Securities Administrator) to the effect that the holding by the Prime
        Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-2 of such
        REO
        Property subsequent to such three-year period will not result in the imposition
        of taxes on “prohibited transactions” of any REMIC as defined in Section 860F of
        the Code or cause any REMIC to fail to qualify as a REMIC, in which case
        the
        Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-2 may
        continue to hold such REO Property (subject to any conditions contained in
        such
        opinion of counsel). Notwithstanding any other provision of the Servicing
        Agreement, no REO Property acquired by the Prime Mortgage Trust, Mortgage
        Pass-Through Certificates, Series 2007-2 shall be rented (or allowed to continue
        to be rented) or otherwise used for the production of income by or on behalf
        of
        the Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-2
        in
        such a manner or pursuant to any terms that would (i) cause such REO Property
        to
        fail to qualify as “foreclosure property” within the meaning of Section
        860G(a)(8) of the Code or (ii) subject any REMIC to the imposition of any
        federal, state or local income taxes on the income earned from such REO Property
        under Section 860G(c) of the Code or otherwise, unless the Company has agreed
        to
        indemnify and hold harmless the Prime Mortgage Trust, Mortgage Pass-Through
        Certificates, Series 2007-2 with respect to the imposition of any such
        taxes.

       

      Company
        shall indemnify and hold harmless the Assignor, each affiliate of the Assignor,
        SAMI II, the Assignee, Bear, Stearns & Co. Inc. (the “Underwriter”) and each
        affiliate of the Underwriter, each Person (including, but not limited to,
        the
        Master Servicer) responsible for the preparation, execution or filing of
        any
        report required to be filed with the Commission, or for execution of a
        certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
        Act, each Person who controls the Assignor, SAMI II, the Assignee or the
        Underwriter (within the meaning of Section 15 of the Securities Act and Section
        20 of the Exchange Act); and the respective present and former directors,
        officers, employees, agents and affiliates of each of the foregoing (each,
        an
“Indemnified Party”), and shall hold each of them harmless from and against any
        claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses
        and related costs, judgments, and any other costs, fees and expenses that
        any of
        them may sustain arising out of or based upon: 

       

      (i)  (A)any
        untrue statement of a material fact contained or alleged to be contained
        in any
        information, report, certification, accountants’ letter or other material
        provided under Article 1 of Amendment Reg AB by or on behalf of the Company,
        or
        provided under this Article 1 by or on behalf of any Subservicer, Subcontractor
        or Third-Party Originator (collectively, the “Company Information”), or (B) the
        omission or alleged omission to state in the Company Information a material
        fact
        required to be stated in the Company Information or necessary in order to
        make
        the statements therein, in the light of the circumstances under which they
        were
        made, not misleading; provided,
        by way of clarification,
        that clause (B) of this paragraph shall be construed solely by reference
        to the
        Company Information and not to any other information communicated in connection
        with a sale or purchase of securities, without regard to whether the Company
        Information or any portion thereof is presented together with or separately
        from
        such other information;
        or

       

      (ii)  any
        breach by the Company of its obligations under Article I of Amendment Reg
        AB,
        including particularly the failure by the Company, any Subservicer, any
        Subcontractor or any Third-Party Originator to deliver any information, report,
        certification, accountants’ letter or other material when and as required under
        Article I of Amendment Reg AB, including any failure by the Company to identify
        pursuant to Section 6(b) any Subcontractor “participating in the servicing
        function” within the meaning of Item 1122 of Regulation AB;
        or

       

      (iii)  any
        breach by the Company of a representation or warranty set forth in Section
        2(a)
        or in a writing furnished pursuant to Section 2(b) and made as of a date
        prior
        to the closing date of the related Securitization Transaction, to the extent
        that such breach is not cured by such closing date, or any breach by the
        Company
        of a representation or warranty in a writing furnished pursuant to Section
        2(b)
        to the extent made as of a date subsequent to such closing date.

       

      If
        the indemnification provided for herein is unavailable or insufficient to
        hold
        harmless an Indemnified Party, then the Company agrees that it shall contribute
        to the amount paid or payable by such Indemnified Party as a result of any
        claims, losses, damages or liabilities incurred by such Indemnified Party
        in
        such proportion as is appropriate to reflect the relative fault of such
        Indemnified Party on the one hand and the Company on the other.

       

      In
        the case of any failure of performance described in clause (a)(ii) of Section
        7
        of Amendment Reg AB, the Company shall promptly reimburse the Assignor, each
        affiliate of the Assignor and SAMI II, as applicable, and each Person
        responsible for the preparation, execution or filing of any report required
        to
        be filed with the Commission with respect to such Securitization Transaction,
        or
        for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
        under the Exchange Act with respect to such Securitization Transaction, for
        all
        costs reasonably incurred by each such party in order to obtain the information,
        report, certification, accountants’ letter or other material not delivered as
        required by the Company, any Subservicer, any Subcontractor or any Third-Party
        Originator.

       

      Modification
        of the Purchase Agreement

       

      8.  The
        Purchase Agreement, as it relates to the Assigned Loans, shall be amended
        by the
        Company and the Assignor as follows:

       

      (a) Section
        1.01 of the Purchase Agreement shall be amended by adding the following
        definitions thereto: 

       

      Master
        Servicer:
        EMC
        Mortgage Corporation, or its successors in interest who meet the qualifications
        of the Pooling and Servicing Agreement and this Agreement.

       

      Nonrecoverable
        Advance:
        Any
        advance previously made by the Company pursuant to Section 5.03 or any Servicing
        Advance which, in the good faith judgment of the Company, may not be ultimately
        recoverable by the Company from Liquidation Proceeds or otherwise. The
        determination by the Company that it has made a Nonrecoverable Advance, shall
        be
        evidenced by an Officer’s Certificate of the Company delivered to the Purchaser
        and the Master Servicer and detailing the reasons for such
        determination.

       

      Pooling
        and Servicing Agreement:
        That
        certain pooling and servicing agreement, dated as of April 1, 2007, among
        Structured Asset Mortgage Investments II Inc., EMC Mortgage Corporation,
        as the
        Master Servicer, and U.S. Bank National Association, as trustee.

       

      (b) The
        definition of “Servicing Fee Rate” is deleted in its entirety and replaced with
        the following definition:

       

      Servicing
        Fee Rate:
        a per
        annum rate equal to 0.25%.

       

      (c) Subsection
        3.02(nn) of the Purchase Agreement shall be deleted in its entirety and replaced
        with the following: 

       

      The
        Mortgagor has not notified the Company, and the Company has no knowledge
        of any
        relief requested or allowed to the Mortgagor under the Servicemembers Civil
        Relief Act; 

       

      (d) The
        following sentence is added as the last sentence of the definition of Principal
        Prepayment:

       

      Partial
        principal Prepayments shall be applied in accordance with the terms of the
        related Mortgage Note.

       

                                     
        (e) Section
        4.01 of the Purchase Agreement is hereby amended by changing the first sentence
        of the second paragraph to the following:

       

      Consistent
        with and in addition to the terms set forth in this Agreement and the related
        Term Sheet, if a Mortgage Loan is in default or such default is reasonably
        foreseeable, the Servicer may waive, modify or vary any term of any
        Mortgage Loan or consent to the postponement of strict compliance with any
        such
        term or in any manner grant indulgence to any mortgagor, including without
        limitation, to (1) capitalize any amounts owing on the Mortgage Loan by adding
        such amount to the outstanding principal balance of the Mortgage Loan, (2)
        defer
        such amounts to a later date or the final payment date of such Mortgage Loan,
        (3) extend the maturity of any such Mortgage Loan, (4) amend the related
        Mortgage Note to reduce the related Mortgage Interest Rate with respect to
        any Mortgage Loan, (5) convert the Mortgage Rate on any Mortgage Loan from
        a
        fixed rate to an adjustable rate or vice versa, (6) with respect to a mortgage
        loan with an initial fixed rate period followed by an adjustable rate period,
        extend the fixed period and reduce the adjustable rate period, and/or (7)
        forgive the amount of any interest and principal owed by the related Mortgagor;
        provided that, in the Company's reasonable and prudent determination, such
        waiver, modification, postponement or indulgence: (A) is not materially adverse
        to the interests of the Owner on a present value basis using reasonable
        assumptions (including taking into account any estimated Realized Loss that
        might result absent such action); and (B) does not amend the related Mortgage
        Note to extend the maturity thereof later than the date of the Latest Possible
        Maturity Date (as such term is defined in the related pooling and servicing
        agreement); provided, further, with respect to any Mortgage Loan that is
        not in
        default or if default is not reasonably foreseeable, unless the Company has
        provided to the Purchaser a certification addressed to the Purchaser, based
        on
        the advice of counsel or certified public accountants that have a national
        reputation with respect to taxation of REMICs that a modification of such
        Mortgage Loan will not result in the imposition of taxes on or disqualify
        from
        REMIC status any of the REMICs and has obtained the prior written consent
        of the
        Owner, the Company shall not permit any modification with respect to any
        Mortgage Loan. Notwithstanding the foregoing, for any modification which
        may
        result in a realized loss of 20% or more of the outstanding principal balance
        of
        a Mortgage Loan, the Company shall present such proposed modification, together
        with any supporting documentation, to the Master Servicer for consideration
        and
        approval.

       

      (f) Section
        4.03 of the Purchase Agreement is hereby amended by adding the following
        paragraph to the end of the section:

       

      The
        Master Servicer shall fully reimburse the Company for Servicing Advances
        and
        Monthly Advances related to Liquidation Proceeds on the Remittance Date after
        such Servicing Advances and Monthly Advances are approved; provided, however,
        the Company must provide documentation in the form of Exhibit P hereto to
        the
        Master Servicer seeking approval within 90 days of final liquidation of a
        Mortgage Loan. The Master Servicer shall provide such approval or denial
        to the
        Company no later than thirty (30) days after receipt of such claim; provided,
        however, such claim must be complete with all supporting documentation. The
        Company’s obligation to make such Servicing Advances and Monthly Advances as to
        any Mortgage Loan shall continue through the final liquidation of the Mortgaged
        Property, unless the Company deems such advance nonrecoverable and submits
        an
        officer’s certificate in accordance with Section 5.03.

       

      (g) Section
        4.05(iii) is hereby amended by deleting “Liquidation Proceeds,” after “limited
        to related” in Subsection 4.05(iii).

       

      (h) The
        following is added as Section 4.05(ix) of the Purchase Agreement: 

       

      (ix) to
        reimburse itself for Nonrecoverable Advances, to the extent not reimbursed
        pursuant to clause (ii) or clause (iii), upon prior approval from the Master
        Servicer. The Master Servicer shall provide such approval or denial to the
        Company no later than thirty (30) days after receipt of such claim; provided,
        however, such claim must be complete with all supporting
        documentation.

       

      (i) The
        second sentence of the second paragraph of Section 5.02 of the Purchase
        Agreement is hereby deleted and replaced with the following:

       

      The
        Company shall also provide a monthly report in the form of Exhibit
        K
        and
Exhibit
        L,
        with
        respect to remittances, Exhibit
        J
        (within
        fifteen (15) calendar days from remittance of liquidation proceeds), with
        respect to realized losses and gains, Exhibit
        M
        (within
        five (5) business days of month end), with respect to defaulted mortgage
        loans,
Exhibit
        N,
        with
        respect to delinquent mortgage loans, Exhibit
        O,
        with
        respect to modified mortgage loans, Exhibit
        P,
        with
        respect to claims submitted and Exhibit
        Q,
        with
        respect to loss severity, with each such report.

       

      (j) Section
        6.02 of the Purchase Agreement is hereby amended by including the words “(or if
        the Company does not, the Master Servicer may)” after the word “will” and before
        the word “immediately” in the third line thereof.

       

      (k) Section
        6.04 of the Purchase Agreement shall be deleted in its entirety.

       

      (l) Section
        6.05 of the Purchase Agreement shall be deleted in its entirety.

       

      (m) Section
        9.01 of the Purchase Agreement is hereby amended by adding the word “or” at the
        end of clause (ix) thereof and inserting the following as clause
        (x):

       

      (x) failure
        by the Company to duly perform, within the required time period, its obligations
        under Section 4 and Section 5 of Article 1 of Amendment Reg. AB to the Servicing
        Agreement which failure continues unremedied for a period of ten (10) days
        after
        the date on which written notice of such failure, requiring the same to be
        remedied, shall have been given to the Company by any party to this Agreement
        or
        by any Master Servicer. This paragraph shall supersede any other provision
        of
        this Agreement or other Agreement to the contrary.

       

      (n) The
        following is added as Subsection 4.05(vii) of the Purchase
        Agreement:

       

      (vii) to
        reimburse itself for any Nonrecoverable Advances;

       

      (o) Section
        11.04 of the Purchase Agreement is deleted in its entirety and replaced with
        the
        following:

       

      Section
        11.04  Governing
        Law.

       

      This
        Agreement and the related Term Sheets shall be governed by and construed
        in
        accordance with the laws of the State of New York, without regard to principles
        of conflicts of laws other than Section 5-1401 of the New York General
        Obligations Law which shall govern. The obligations, rights and remedies
        of the
        parties hereunder shall be determined in accordance with such laws.

       

                                      
        (p) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit J to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 1.

       

                                      
        (q) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit K to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 2.

       

                                      
        (r) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit L to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 3.

       

                                      
        (s) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit M to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 4.

       

                                      
        (t) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit N to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 5.

       

                                      
        (u) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit O to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 6.

       

                                      
        (v) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit P to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 7.

       

                                      
        (w) The
        Purchase Agreement is hereby amended as of the date hereof by inserting a
        new
        Exhibit Q to the Purchase Agreement, a copy of which is annexed hereto as
        Exhibit 8.

       

                                      
        (x) The
        following is added as the last sentence of Section 4 of the Amendment Reg
        AB:

       

      In
        the
        event the Servicer or any subservicer or subcontractor engaged by it is
        terminated, assigns its rights and obligations under, or resigns pursuant
        to the
        terms of this Agreement, or any other applicable agreement in the case of
        a
        subservicer or subcontractor, as the case may be, such party shall provide
        an
        Annual Statement of Compliance pursuant to this Section 4 or to the related
        section of such other applicable agreement, as the case may be, as to the
        performance of its obligations with respect to the period of time it was
        subject
        to this Agreement or any other applicable agreement, as the case may be,
        notwithstanding any such termination, assignment or resignation.

       

      (y) The
        following is added as the last sentence of Section 5 of the Amendment Reg
        AB:

       

      In
        the event the Servicer or any subservicer or subcontractor engaged by it
        is
        terminated, assigns its rights and obligations under, or resigns pursuant
        to,
        the terms of this Agreement, or any other applicable agreement in the case
        of a
        subservicer or subcontractor, as the case may be, such party shall provide
        an
        Assessment of Compliance and cause to be provided an Attestation Report pursuant
        to this Section 5 or to the related section of such other applicable agreement,
        as the case may be, notwithstanding any such termination, assignment or
        resignation.

       

      Miscellaneous
        

       

      9.  All
        demands, notices and communications related to the Assigned Loans, the
        Agreements and this AAR Agreement shall be in writing and shall be deemed
        to
        have been duly given if personally delivered or mailed by registered mail,
        postage prepaid, as follows: 

       

      a.    
In
        the
        case of Company, 


      National
        City Mortgage Co. 

      3232
        Newmark Drive 

      Miamisburg,
        Ohio 45342 

      Attention:
        Mary Beth Criswell

      


      


      b.    
In
        the
        case of Assignor, 

      


      EMC
        Mortgage Corporation 

      2780
        Lake
        Vista Drive

      Lewisville,
        Texas 75067

      Attention:
        Michelle Viner

      Facsimile:
        (214) 626-4889

      Email:
        mviner@bear.com

      


      with
        a
        copy to: 

      


      Bear,
        Stearns & Co. Inc.

      383
        Madison Avenue

      New
        York,
        New York 10179

      Attention:
        Chris McGovern

      Telecopier
        No.: (212) 272-2453

      


      c.    
In the
        case
        of Assignee, 

      


      U.S.
        Bank
        National Association, as Trustee 

      One
        Federal Street, 3rd
        Floor

      Boston,
        Massachusetts 02110 

      Attention:
        Corporate Trust Services, PRIME 2007-2 

      Telecopier
        No.: (617) 603-6638

      


      


      d.    
In
        the
        case of the Master Servicer,

       

      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        TX 75067-3884

      Attention:
        General Counsel 

      Facsimile:
        (469) 759-4714

      


      10.  This
        AAR
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, without regard to conflicts of law principles, and the obligations,
        rights
        and remedies of the parties hereunder shall be determined in accordance with
        such laws. 

       

      11.  No
        term
        or provision of this AAR Agreement may be waived or modified unless such
        waiver
        or modification is in writing and signed by the party against whom such waiver
        or modification is sought to be enforced. 

       

      12.  This
        AAR
        Agreement shall inure to the benefit of the successors and assigns of the
        parties hereto. Any entity into which Assignor, Assignee or Company may be
        merged or consolidated shall without the requirement for any further writing,
        be
        deemed Assignor, Assignee or Company, respectively hereunder. Any Master
        Servicer shall be considered a third party beneficiary of this AAR Agreement,
        entitled to all the rights and benefits accruing to any Master Servicer herein
        as if it were a direct party to this AAR Agreement. A copy of all assessments,
        attestations, reports and certifications required to be delivered by the
        servicer under the Purchase Agreement and this AAR Agreement shall be delivered
        to the Master Servicer by the date(s) specified herein or therein and where
        such
        documents are required to be addressed to such party, such addressee shall
        include the Master Servicer and the Master Servicer shall be entitled to
        rely on
        such documents.

       

      13.  This
        AAR
        Agreement shall survive the conveyance of the Assigned Loans as contemplated
        in
        this AAR Agreement. 

       

      14.  This
        AAR
        Agreement may be executed simultaneously in any number of counterparts. Each
        counterpart shall be deemed to be an original and all such counterparts shall
        constitute one and the same instrument. 

       

      15.  In
        the
        event that any provision of this AAR Agreement conflicts with any provision
        of
        the Agreements with respect to the Assigned Loans, the terms of this AAR
        Agreement shall control.

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      IN
        WITNESS WHEREOF,
        the
        parties hereto have executed this AAR Agreement as of the day and year first
        above written.

       

      


      EMC
        MORTGAGE CORPORATION

      Assignor
        

      


      By:     

      Name:
        

      Title: 

      


      


      U.S.
        BANK
        NATIONAL ASSOCIATION,

      not
        in
        its individual capacity but solely as Trustee

      for
        the
        holders of Prime Mortgage Trust, 

      Mortgage
        Pass-Through Certificates, Series 2007-2, 

      as
        Assignee


      


      By:      

      Name:
        

      Title:
        

      


      NATIONAL
        CITY MORTGAGE CO. 

      Company

      


      By:         
        

      Name:     

      Title:     

      


      


      Acknowledged
        and Agreed:

      


      EMC
        MORTGAGE CORPORATION

      Master
        Servicer

      


      By:     

      Name:
        

      Title:
        

      


      STRUCTURED
        ASSET MORTGAGE

      INVESTMENTS
        II INC.

      


      By:     

      Name:
        

      Title:
        

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      ATTACHMENT
        l

      


      ASSIGNED
        LOAN SCHEDULE

      


      (Provided
        upon request)


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ATTACHMENT
        2

      


      PURCHASE
        AGREEMENT AND TERM SHEETS

      


      (Provided
        upon request)


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        1

      EXHIBIT
        J to the Purchase Agreement

       

      EMC
        FORM
        - CALCULATION OF GAIN-LOSS DELINQUENT LOANS

      


      EMC
        Master Servicing Calculation of Gain/Loss on Delinquent Loan
        Worksheet

      


       

      Date:           

       

      


       

      
        	
                Prepared
                  By

              	
                Phone
                  Number

              	
                Email
                  Address

              
	 	 	 


      

       

      
        	
                Servicer
                  Loan Number

              	
                Servicer
                  Address

              	
                EMC
                  Loan Number

              
	 	 	 


      

       

      
        	
                Borrower
                  Name

              	
                Property
                  Address

              
	
                 

                 

                 

              	 


      

       

      
        	
                Liquidation
                  Type

              	
                REO

              	
                Third
                  Party

              	
                Short
                  Sale

              	
                Charge
                  off

              	
                Deed
                  In Lieu

              
	 	 	 	 	 	 


      

       

      Has
        this loan been previously
        modified?                      
Yes   No

       

      Has
        this loan been crammed down in a bankruptcy?  Yes   No

              If
“Yes”,
        provide
        amount _______________________________

       

      Liquidation
        and Acquisition Expenses:

       

       Amounts
        requiring Amortization Schedule for backup:

       

      
        	
                Actual
                  Unpaid Principal Balance of Mortgage Loan

              	 
	
                Interest
                  Accrued at Net Rate Less Servicing Fees

              	 
	
                Accrued
                  Servicing Fees

              	 


      

       

      Amounts
        requiring Additional backup:

       

      
        	
                Attorney’s
                  Fees

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                Attorney’s
                  Costs

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                Taxes

              	
                Payment
                  history showing disbursements

              	 
	
                Property
                  Maintenance

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                Property
                  Inspection

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                PMI/Hazard
                  Insurance Premiums

              	
                Payment
                  history showing disbursements

              	 
	
                Utility
                  Expenses

              	
                Payment
                  history showing disbursements

              	 
	
                Appraisal/BPO
                  Expenses

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                HOA
                  Dues

              	
                Payment
                  history showing disbursements

              	 
	
                Cash
                  For Keys

              	
                Corporate
                  advance history defining amounts paid, reimbursed, payee and reason
                  codes

              	 
	
                Miscellaneous
                  (itemized)

              	
                Requires
                  Itemization and supporting detail

              	 
	
                Total
                  Expenses

              	
                ------------------------------------------------

              	 


      

       

      Credits
        to Loan:

       

      
        	
                Escrow
                  Balance/Advance

              	
                Payment
                  history showing disbursements and ending balance

              	 
	
                Rental
                  Receipts

              	
                Payment
                  history showing application of funds to loan

              	 
	
                Hazard
                  Claim Proceeds

              	
                Payment
                  history showing credit to account

              	 
	
                PMI
                  Funds

              	
                EOB
                  document

              	 
	
                Government
                  Insurance Funds (Part A Funds)

              	
                EOB
                  document

              	 
	
                REO
                  Proceeds

              	
                HUD
                  1 Settlement Statement

              	 
	
                Government
                  Insurance Funds (Part B Funds)

              	
                EOB
                  document

              	 
	
                Pool
                  Insurance Proceeds

              	
                Payment
                  history showing credit to account

              	 
	
                Other
                  Credits (itemized)

              	
                Payment
                  history showing credit to account

              	 
	
                Total
                  Credits

              	
                ------------------------------------------------

              	 


      

       

      Total
        Realized Loss (or Amount of Gain)   $________________ 

      


      


      NOTE:
        Do not combine or net remit items. All expenses and credits should be documented
        individually. Claim packages are due by the fifth business day of the month
        following receipt of liquidation proceeds. Late claims may result in delayed
        claim payment. The Servicer is responsible to remit all funds pending loss
        approval and /or resolution of any disputed items. 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        2

      EXHIBIT
        K to the Purchase Agreement

      


      EMC
        FORM
        - REMITTANCE OVERVIEW REPORT

      


      Remittance
        Overview Report:
        Provides loan level detail regarding the remittance that will be submitted
        to
        EMC Master Servicing and contains the following data fields in the order
        below:

      


      
        	
                Field

              	
                Field
                  Description

              
	
                Deal
                  Name

              	
                VARCHAR
                  (15)

              
	
                Master
                  Servicer Loan Number

              	
                NUMERIC
                  (9,0)

              
	
                Current
                  Investor Category

              	
                VARCHAR
                  (5)

              
	
                Original
                  Investor Category

              	
                VARCHAR
                  (5)

              
	
                Servicer
                  Loan Number

              	
                VARCHAR
                  (15)

              
	
                Cutoff
                  Date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Loan
                  Next Due Date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Gross
                  Interest Rate

              	
                NUMERIC
                  (7,7)

              
	
                Net
                  Interest Rate

              	
                NUMERIC
                  (7,7)

              
	
                Pending
                  Interest Rate

              	
                NUMERIC
                  (7,7)

              
	
                Servicing
                  Fee Rate

              	
                NUMERIC
                  (7,7)

              
	
                MI
                  Rate

              	
                NUMERIC
                  (7,7)

              
	
                Scheduled
                  P&I Amount (P & I Constant)

              	
                NUMERIC
                  (12,2)

              
	
                ARM
                  Index

              	
                NUMERIC
                  (7,7)

              
	
                Pending
                  ARM Index

              	
                NUMERIC
                  (7,7)

              
	
                Beginning
                  Scheduled Principal Balance

              	
                NUMERIC
                  (12,2)

              
	
                Actual
                  Principal Remitted

              	
                NUMERIC
                  (12,2)

              
	
                Actual
                  Principal Curtailment Remitted

              	
                NUMERIC
                  (12,2)

              
	
                Curtailment
                  Adjustment Remitted

              	
                NUMERIC
                  (12,2)

              
	
                Liquidation
                  Principal Remitted

              	
                NUMERIC
                  (12,2)

              
	
                Principal
                  Not Advanced (stop advance loans only)

              	
                NUMERIC
                  (12,2)

              
	
                Scheduled
                  Gross Interest

              	
                NUMERIC
                  (12,2)

              
	
                Actual
                  Interest Remitted

              	
                NUMERIC
                  (12,2)

              
	
                Scheduled
                  Service Fee Amount

              	
                NUMERIC
                  (12,2)

              
	
                Soldiers
                  and Sailors Variance

              	
                NUMERIC
                  (12,2)

              
	
                Net
                  Interest Not Advanced

              	
                NUMERIC
                  (12,2)

              
	
                Prepayment
                  Penalty Remitted

              	
                NUMERIC
                  (12,2)

              
	
                PMI
                  Premium Remitted

              	
                NUMERIC
                  (12,2)

              
	
                Additional
                  Fees Remitted

              	
                NUMERIC
                  (12,2)

              
	
                Ending
                  Scheduled Balance

              	
                NUMERIC
                  (12,2)

              
	
                Actual
                  Amount Remitted Total (each loan)

              	
                NUMERIC
                  (12,2)

              
	
                Beginning
                  Actual Balance

              	
                NUMERIC
                  (12,2)

              
	
                Actual
                  Principal Collected

              	
                NUMERIC
                  (12,2)

              
	
                Actual
                  Curtailments Collected

              	
                NUMERIC
                  (12,2)

              
	
                Curtailment
                  Adjustment Collected

              	
                NUMERIC
                  (12,2)

              
	
                Gross
                  Interest Collected

              	
                NUMERIC
                  (12,2)

              
	
                Net
                  Interest Collected

              	
                NUMERIC
                  (12,2)

              
	
                Service
                  Fee Collected

              	
                NUMERIC
                  (12,2)

              
	
                Actual
                  Ending Principal Balance

              	
                NUMERIC
                  (12,2)

              
	
                Liquidation
                  Date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Liquidation
                  Type

              	
                VARCHAR
                  (1)

              
	
                Gross
                  Liquidation Proceeds

              	
                NUMERIC
                  (12,2)

              
	
                Liquidation
                  Expenses

              	
                NUMERIC
                  (12,2)

              
	
                Principal
                  and Interest Advanced Balance

              	
                NUMERIC
                  (12,2)

              
	
                Delinquent
                  Service Fee

              	
                NUMERIC
                  (12,2)

              
	
                Calculated
                  Loss to Trust

              	
                NUMERIC
                  (12,2)

              
	
                Net
                  Interest Remitted

              	
                NUMERIC
                  (12,2)

              
	
                Collected
                  Interest Not Remitted

              	
                NUMERIC
                  (12,2)

              
	
                Ending
                  Advance Balance

              	
                NUMERIC
                  (12,2)

              
	
                Soldiers
                  and Sailors Flag

              	
                VARCHAR
                  (1)

              
	
                Soldiers
                  and Sailors Old Rate

              	
                NUMERIC
                  (7,7)

              
	
                Soldiers
                  and Sailors Old P & I

              	
                NUMERIC
                  (12,2)

              
	
                Modified
                  Date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Stop
                  Advance Flag

              	 
	
                Stop
                  Advance Date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                BPO
                  Value

              	
                NUMERIC
                  (12,2)

              
	
                Cash
                  Flow Group

              	
                VARCHAR
                  (2)

              
	
                MSP
                  Principal Balance

              	
                NUMERIC
                  (12,2)

              
	
                Debt
                  Forgiven / Charged Off

              	
                NUMERIC
                  (12,2)

              
	
                Mortgagor
                  PITI Payment

              	
                NUMERIC
                  (12,2)

              
	
                Bankruptcy
                  Status

              	
                VARCHAR
                  (2)

              
	
                Foreclosure
                  Status

              	
                VARCHAR
                  (2)

              
	
                Modification
                  Status

              	 
	
                Interest
                  Only Loan

              	
                VARCHAR
                  (2)

              
	
                Escrowed
                  Loan

              	
                VARCHAR
                  (2)

              
	
                Monthly
                  Escrow Deposit

              	
                NUMERIC
                  (12,2)

              
	
                Escrow
                  Balance

              	
                NUMERIC
                  (12,2)

              
	
                Escrow
                  Advance Balance

              	
                NUMERIC
                  (12,2)

              
	
                Restricted
                  Escrow Balance

              	
                NUMERIC
                  (12,2)

              
	
                Mortgagor
                  Recoverable Corporate Expense Balance

              	
                NUMERIC
                  (12,2)

              
	
                Non-Recoverable
                  Corporate Expense Balance

              	
                NUMERIC
                  (12,2)

              
	
                HUD
                  235 Loan Status

              	
                VARCHAR
                  (2)

              
	
                HUD
                  235 Balance

              	
                NUMERIC
                  (12,2)

              
	
                Late
                  Charge Balance

              	
                NUMERIC
                  (12,2)

              
	
                Buydown
                  Loan Status

              	
                VARCHAR
                  (2)

              
	
                Monthly
                  Buydown Amount

              	
                NUMERIC
                  (12,2)

              
	
                Monthly
                  Buydown Funds Balance

              	
                NUMERIC
                  (12,2)

              
	
                Prepayment
                  Penalty Amount Waived

              	
                NUMERIC
                  (12,2)

              
	
                Prepayment
                  Penalty Waived Reason Code

              	
                VARCHAR
                  (3)

              
	
                Material
                  Breach Status

              	
                VARCHAR
                  (3)

              
	
                Material
                  Breach Code

              	
                VARCHAR
                  (3)

              
	
                Prefunding
                  Date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                3rd
                  Party Recoverable Expenses

              	
                NUMERIC
                  (12,2)

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        3

      EXHIBIT
        L to the Purchase Agreement

      


      EMC
        FORM
        - REMITTANCE SUMMARY REPORT

      


      Remittance
        Summary Report:
        Provides summary data at a deal (investor/category) level regarding the
        remittance that will be submitted to EMC Master Servicing and contains the
        following data fields in the order below:

      


      
        	
                Field

              	
                Field
                  Description

              
	
                Deal

              	
                VARCHAR
                  (15)

              
	
                Investor
                  

              	
                VARCHAR
                  (5)

              
	
                Category

              	
                VARCHAR
                  (5)

              
	
                Principal
                  Remitted

              	
                NUMERIC
                  (15,2)

              
	
                Curtailments
                  Remitted

              	
                NUMERIC
                  (15,2)

              
	
                Curtailment
                  Adjustments Remitted

              	
                NUMERIC
                  (15,2)

              
	
                Liquidation
                  Proceeds Remitted

              	
                NUMERIC
                  (15,2)

              
	
                Principal
                  Not Advanced (stop advance loans only)

              	
                NUMERIC
                  (15,2)

              
	
                Principal
                  Amounts Called/Collapsed

              	
                NUMERIC
                  (15,2)

              
	
                Total
                  Principal Remitted

              	
                NUMERIC
                  (15,2)

              
	
                Interest
                  Remitted

              	
                NUMERIC
                  (15,2)

              
	
                PMI
                  Premiums Remitted

              	
                NUMERIC
                  (15,2)

              
	
                Soldiers
                  and Sailors Difference

              	
                NUMERIC
                  (15,2)

              
	
                Net
                  Interest Not Advanced

              	
                NUMERIC
                  (15,2)

              
	
                Non
                  Comp Interest Remitted

              	
                NUMERIC
                  (15,2)

              
	
                Prepayment
                  Penalties Remitted

              	
                NUMERIC
                  (15,2)

              
	
                Total
                  Interest Remitted

              	
                NUMERIC
                  (15,2)

              
	
                Arrearage
                  Amount Remitted

              	
                NUMERIC
                  (15,2)

              
	
                Aggregate
                  Loss to Trust 

                Total
                  Manual Adjustments

              	
                NUMERIC
                  (15,2)

              
	
                Debt
                  Forgiven/ Charged Off

              	
                NUMERIC
                  (15,2)

              
	
                Additional
                  Fees Collected

              	
                NUMERIC
                  (15,2)

              
	
                Total
                  Remittance

              	
                NUMERIC
                  (15,2)

              


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        4

      EXHIBIT
        M to the Purchase Agreement

      


      EMC
        FORM
        - DEFAULT OVERVIEW REPORT

      


      Default
        Overview Report:
        Provides loan level detail regarding the defaulted loans that are being serviced
        and reported to EMC Master Servicing. The report contains the following data
        fields in the order below:

      


      
        	
                Field

              	
                Field
                  Description

              
	
                Servicer
                  loan number 

              	
                VARCHAR
                  (15)

              
	
                SBO
                  loan number

              	
                VARCHAR
                  (9)

              
	
                Zip
                  Code

              	
                VARCHAR
                  (5)

              
	
                Original
                  loan amount

              	
                NUMERIC
                  (12,2)

              
	
                Original
                  value amount

              	
                NUMERIC
                  (12,2)

              
	
                Origination
                  date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Loan
                  type

              	
                VARCHAR
                  (2)

              
	
                Actual
                  due date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Current
                  loan amount

              	
                NUMERIC
                  (12,2) 

              
	
                Corporate
                  expense balance

              	
                NUMERIC
                  (12,2)

              
	
                Escrow
                  balance/advance balance

              	
                NUMERIC
                  (12,2)

              
	
                Suspense
                  balance

              	
                NUMERIC
                  (12,2)

              
	
                Restricted
                  escrow balance

              	
                NUMERIC
                  (12,2)

              
	
                Current
                  Value date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Current
                  value amount

              	
                NUMERIC
                  (12,2)

              
	
                Current
                  value source

              	
                VARCHAR
                  (15)

              
	
                VA
                  LGC/ FHA Case number

              	
                VARCHAR
                  (15)

              
	
                %
                  of MI coverage 

              	
                NUMERIC
                  (7,7)

              
	
                MI
                  certificate number

              	
                VARCHAR
                  (15)

              
	
                LPMI
                  Cost 

              	
                NUMERIC
                  (7,7)

              
	
                Occupancy
                  status 

              	
                VARCHAR
                  (1)

              
	
                First
                  vacancy date 

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Property
                  condition

              	
                VARCHAR
                  (2)

              
	
                Property
                  type

              	
                VARCHAR
                  (2)

              
	
                Delinquency
                  flag

              	
                VARCHAR
                  (2)

              
	
                Reason
                  for default

              	
                VARCHAR
                  (2)

              
	
                FNMA
                  action code

              	
                VARCHAR
                  (3)

              
	
                FNMA
                  delinquency reason code

              	
                VARCHAR
                  (3)

              
	
                Loss
                  mit flag

              	
                VARCHAR
                  (2)

              
	
                Loss
                  mit type

              	
                VARCHAR
                  (2)

              
	
                Loss
                  mit approval date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Loss
                  mit removal date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Repay
                  first due date 

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Repay
                  next due date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Repay
                  plan broken/reinstated/closed date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Repay
                  plan created date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Foreclosure
                  flag

              	
                VARCHAR
                  (2)

              
	
                Foreclosure
                  attorney referral date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Actual
                  first legal date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Date
                  FC sale scheduled

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Foreclosure
                  actual sale date 

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Actual
                  redemption end date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Actual
                  eviction complete date 

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Actual
                  eviction start date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Bankruptcy
                  flag

              	
                VARCHAR
                  (2)

              
	
                Actual
                  bankruptcy start date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Bankruptcy
                  chapter 

              	
                VARCHAR
                  (2)

              
	
                Bankruptcy
                  Case Number

              	
                VARCHAR
                  (15)

              
	
                Post
                  petition due date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Actual
                  discharge date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Date
                  relief/dismissal granted

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Actual
                  MI claim filed date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Actual
                  MI claim amount filed

              	
                NUMERIC
                  (12,2)

              
	
                MI
                  claim amount paid

              	
                NUMERIC
                  (12,2)

              
	
                MI
                  claim funds received date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Title
                  approval letter received date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Title
                  package HUD/VA date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                FHA
                  27011A transmitted date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                FHA
                  Part A funds received date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                FHA
                  27011 B transmitted date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                FHA
                  Part B funds received date 

              	
                DATE
                  (MM/DD/YYYY)

              
	
                VA
                  NOE submitted date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                VA
                  first funds received amount

              	
                NUMERIC
                  (12,2)

              
	
                VA
                  first funds received date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                VA
                  claim funds received date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                VA
                  claim submitted date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                VA
                  claims funds received amount

              	
                NUMERIC
                  (12,2)

              
	
                REO
                  flag

              	
                VARCHAR
                  (2)

              
	
                REO
                  repaired value

              	
                NUMERIC
                  (12,2)

              
	
                REO
                  value (as is)

              	
                NUMERIC
                  (12,2)

              
	
                REO
                  value date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                REO
                  value source

              	
                VARCHAR
                  (15)

              
	
                REO
                  original list date 

              	
                DATE
                  (MM/DD/YYYY)

              
	
                REO
                  original list price

              	
                NUMERIC
                  (12,2)

              
	
                REO
                  list price adjustment amount

              	
                NUMERIC
                  (12,2)

              
	
                REO
                  list price adjustment date 

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Date
                  REO offer received

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Date
                  REO offer accepted

              	
                DATE
                  (MM/DD/YYYY)

              
	
                REO
                  scheduled close date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                REO
                  actual closing date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                REO
                  sales price

              	
                NUMERIC
                  (12,2)

              
	
                REO
                  net sales proceeds

              	
                NUMERIC
                  (12,2)

              
	
                Estimated
                  loss

              	
                NUMERIC
                  (12,2)

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      Exhibit
        5

      EXHIBIT
        N to the Purchase Agreement

      


      EMC
        FORM
        - DELINQUENCY SUMMARY REPORT

      


      Delinquency
        Summary Report:
        Provides summary data at the servicer investor level regarding loan performance
        that will be submitted to EMC Master Servicing and contains the following
        data
        fields in the order below:

      


      
        	
                Field

              	
                Field
                  Description

              
	
                Servicer
                  Investor Number

              	
                VARCHAR
                  (5)

              
	
                Mortgage
                  Group

              	
                VARCHAR
                  (1)

              
	
                Performance
                  type (Current, 30 days, 60 days, 90+ days, Foreclosure, Bankruptcy
                  or
                  PIF)

              	
                VARCHAR
                  (6)

              
	
                Count
                  of Loans

              	
                NUMERIC
                  (10,0)

              
	
                Percent
                  of Investor Number

              	
                NUMERIC
                  (7,7)

              
	
                Deal
                  UPB

              	
                NUMERIC
                  (14,2)

              
	
                Percent
                  of Deal UPB

              	
                NUMERIC
                  (7,7)

              
	
                Arrears
                  Balance

              	
                NUMERIC
                  (14,2)

              
	
                Percent
                  of Arrears Balance

              	
                NUMERIC
                  (7,7)

              
	
                Foreclosure
                  Quick Sale

              	
                NUMERIC
                  (12,2)

              
	
                REO
                  Book Value

              	
                NUMERIC
                  (12,2)

              


      

      


      


      


      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        6

      EXHIBIT
        O to the Purchase Agreement

      


      EMC
        FORM
        - MODIFIED LOANS REPORT

      


      Modified
        Loans Report: Provides
        loan level data regarding all loans that the Servicer has modified with the
        first modified payment due within thirty days following the end of the reporting
        cycle. The report contains the following data fields in the order
        below:

      


      
        	
                Field
                  Description

              	
                Field
                  Description

              
	
                Loan

              	
                VARCHAR
                  (15)

              
	
                Investor

              	
                VARCHAR
                  (5)

              
	
                Original
                  Category

              	
                VARCHAR
                  (5)

              
	
                Current
                  Category

              	
                VARCHAR
                  (5)

              
	
                Stop
                  Adv Flag

              	
                VARCHAR
                  (3)

              
	
                Modified
                  Due Date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Mod
                  Loan Curtailment

              	
                NUMERIC
                  (15,2)

              
	
                Mod
                  Loan Curt Adjustment

              	
                NUMERIC
                  (15,2) 

              
	
                Principal
                  Advanced Capped

              	
                NUMERIC
                  (15,2) 

              
	
                Net
                  Interest Advanced Capped

              	
                NUMERIC
                  (15,2)

              
	
                Service
                  Fee Advanced Capped

              	
                NUMERIC
                  (15,2)

              
	
                Third
                  Party Bal Capped

              	
                NUMERIC
                  (15,2)

              
	
                Amount
                  of Other Capped

              	
                NUMERIC
                  (15,2)

              
	
                Borrower
                  Interest Contribution

              	
                NUMERIC
                  (15,2)

              
	
                Borrower
                  Fee Code Arrearage Contribution

              	
                NUMERIC
                  (15,2)

              
	
                Borrower
                  Principal Contribution

              	
                NUMERIC
                  (15,2)

              
	
                Amt
                  Forgiven

              	
                NUMERIC
                  (15,2)

              
	
                Beg
                  Delq Prin Bal

              	
                NUMERIC
                  (15,2)

              
	
                Beg
                  Delq Int Bal

              	
                NUMERIC
                  (15,2)

              
	
                Beg
                  Pre Prin Bal

              	
                NUMERIC
                  (15,2)

              
	
                Beg
                  Pre Int Bal

              	
                NUMERIC
                  (15,2)

              
	
                Excess
                  Int Adjust

              	
                NUMERIC
                  (15,2)

              
	
                Excess
                  Interest on Mod

              	
                NUMERIC
                  (15,2)

              


      

      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      Exhibit
        7

      EXHIBIT
        P to the Purchase Agreement

      


      EMC
        FORM
        - CLAIMS SUBMITTED REPORT

      


      Claims
        Submitted Report:
        Provides loan level detail regarding claims submitted by the servicer’s investor
        number that will be submitted to EMC Master Servicing and contains the following
        data fields in the order below:

      


      
        	
                Field

              	
                Field
                  Description

              
	
                Servicer
                  Investor Number

              	
                VARCHAR
                  (5)

              
	
                Servicer
                  Investor Category

              	
                VARCHAR
                  (5)

              
	
                Loan
                  Number

              	
                VARCHAR
                  (15)

              
	
                Mortgage
                  Group

              	
                VARCHAR
                  (1)

              
	
                Liquidation
                  Type

              	
                VARCHAR
                  (1)

              
	
                Escrow
                  Balance or Advance Balance

              	
                NUMERIC
                  (12,2)

              
	
                Corporate
                  Expense Balance

              	
                NUMERIC
                  (12,2)

              
	
                Restricted
                  Escrow Balance

              	
                NUMERIC
                  (12,2)

              
	
                Replacement
                  Reserve Balance

              	
                NUMERIC
                  (12,2)

              
	
                Suspense
                  Balance

              	
                NUMERIC
                  (12,2)

              
	
                Third
                  Party Expense Balance

              	
                NUMERIC
                  (12,2)

              
	
                Charge
                  Off Amount

              	
                NUMERIC
                  (12,2)

              
	
                Side
                  Note Collections

              	
                NUMERIC
                  (12,2) 

              
	
                Claim
                  Amount Submitted

              	
                NUMERIC
                  (12,2)

              


      

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      Exhibit
        8

      EXHIBIT
        Q to the Purchase Agreement

      


      EMC
        FORM
        - LOSS SEVERITY SUMMARY REPORT

      


      Loss
        Severity Summary Report:
        Provides summary data at the deal level regarding loss severity that will
        be
        submitted to EMC Master Servicing and contains the following data fields
        in the
        order below:

      


      
        	
                Field

              	
                Field
                  Description

              
	
                Month
                  End

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Deal
                  Name

              	
                VARCHAR
                  (15)

              
	
                Servicer
                  Investor Number 

              	
                VARCHAR
                  (5)

              
	
                Servicer
                  Investor Category

              	
                VARCHAR
                  (5)

              
	
                Mortgage
                  Group

              	
                VARCHAR
                  (1)

              
	
                Loan
                  Number

              	
                VARCHAR
                  (15)

              
	
                Liquidation
                  Type

              	
                VARCHAR
                  (1)

              
	
                Loan
                  Due Date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                PIF
                  Date

              	
                DATE
                  (MM/DD/YYYY)

              
	
                Gross
                  Interest Rate

              	
                NUMERIC
                  (7,7)

              
	
                Net
                  Interest Rate

              	
                NUMERIC
                  (7,7)

              
	
                Service
                  Fee Rate

              	
                NUMERIC
                  (7,7)

              
	
                P
                  & I Constant

              	
                NUMERIC
                  (12,2)

              
	
                Scheduled
                  Beginning Balance

              	
                NUMERIC
                  (12,2)

              
	
                Arrearage
                  Balance

              	
                NUMERIC
                  (12,2)

              
	
                Total
                  Legal and Other Expenses

              	
                NUMERIC
                  (12,2)

              
	
                Scheduled
                  Advanced Interest

              	
                NUMERIC
                  (12,2)

              
	
                Scheduled
                  Liquidated Amount

              	
                NUMERIC
                  (12,2)

              
	
                Gross
                  Liquidation Proceeds

              	
                NUMERIC
                  (12,2)

              
	
                P
                  & I Advance Balance

              	
                NUMERIC
                  (12,2)

              
	
                Delinquent
                  Service Fee

              	
                NUMERIC
                  (12,2)

              
	
                Net
                  Liquidation Proceeds

              	
                NUMERIC
                  (12,2)

              
	
                Scheduled
                  Net Interest

              	
                NUMERIC
                  (12,2)

              
	
                Net
                  Liquidated Funds Remitted

              	
                NUMERIC
                  (12,2)

              
	
                Total
                  Loss (Gain) Amount

              	
                NUMERIC
                  (12,2)

              
	
                Total
                  Loss (Gain) to Trust

              	
                NUMERIC
                  (12,2)

              
	
                Total
                  Loss (Gain) to Servicer

              	
                NUMERIC
                  (12,2)

              
	
                Total
                  Loss Severity %

              	
                NUMERIC
                  (7,7)

              
	
                Total
                  Loss Severity % to Trust

              	
                NUMERIC
                  (7,7)

              
	
                Total
                  Liquidated Remitted

              	
                NUMERIC
                  (12,2)

              
	
                Claim
                  on Trust Loss

              	
                NUMERIC
                  (12,2)

              
	
                Claim
                  on Servicer Loss

              	
                NUMERIC
                  (12,2)

              
	
                Total
                  Claim Amount

              	
                NUMERIC
                  (12,2)

              


      

      


    

     

     

    
 

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      K

    


    FORM
      OF
      BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE

    


    The
      [                             ]
      agreement dated as of [      ],
      200[ ]
      (the “Agreement”), among [IDENTIFY PARTIES]

     

    I,
      ________________________________, the _______________________ of [NAME OF
      COMPANY], certify to [the Depositor] and the [Master Servicer] [Trustee], and
      their officers, with the knowledge and intent that they will rely upon this
      certification, that:

     

    (1)       
       I
      have
      reviewed the servicer compliance statement of the Company provided in accordance
      with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
      assessment of the Company’s compliance with the servicing criteria set forth in
      Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
      with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
      (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
      Assessment”), the registered public accounting firm’s attestation report
      provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
      and
      Section 1122(b) of Regulation AB (the “Attestation
      Report”), and all servicing reports, officer’s certificates and other
      information relating to the servicing of the Mortgage Loans by the Company
      during 200[ ] that were delivered by the Company to the Depositor and the
      Trustee pursuant to the Agreement (collectively, the “Company Servicing
      Information”);

     

    (2)         Based
      on
      my knowledge, the Company Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading with respect to the period of time
      covered by the Company Servicing Information;

     

    (3)         Based
      on
      my knowledge, all of the Company Servicing Information required to be provided
      by the Company under the Agreement has been provided to the Depositor and the
      Trustee;

     

    (4)         I
      am
      responsible for reviewing the activities performed by the Company as servicer
      under the Agreement, and based on my knowledge and the compliance review
      conducted in preparing the Compliance Statement and except as disclosed in
      the
      Compliance Statement, the Servicing Assessment or the Attestation Report, the
      Company has fulfilled its obligations under the Agreement in all material
      respects; and

     

    (5)         The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Company and by any subservicer or subcontractor pursuant to
      the
      Agreement, have been provided to the Depositor and the Trustee. Any material
      instances of noncompliance described in such reports have been disclosed to
      the
      Depositor and the Trustee. Any material instance of noncompliance with the
      Servicing Criteria has been disclosed in such reports.

     

    


    

      
        	
                Date:

              	 
	 	 
	
                By:

              	 
	 	 
	
                Name:
                  

              	 
	 	 
	
                Title:
                  

              	 


      

    

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      L

     

    SERVICING
      CRITERIA TO BE ADDRESSED

    IN
      ASSESSMENT OF COMPLIANCE

     

    Definitions

    Primary
      Servicer - transaction party having borrower contact

    Master
      Servicer - aggregator of pool assets

    Trustee
      -
      waterfall calculator; fiduciary of the transaction

    Back-up
      Servicer - named in the transaction (in the event a Back up Servicer becomes
      the
      Primary Servicer, follow Primary Servicer obligations)

    Custodian
      - safe keeper of pool assets

    


    Note:
      The
      definitions above describe the essential function that the party performs,
      rather than the party’s title.

     

    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

              	
                Primary
                  Servicer

              	
                Master
                  Servicer

              	
                Trustee

              	
                Custodian

              
	 	
                General
                  Servicing Considerations

              	 	 	 	 
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	
                X

              	
                X

              	
                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

              	
                X

              	 	 
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the Pool Assets are maintained. 

              	 	 	 	 
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements. 

              	
                X

              	
                X

              	 	 
	 	
                Cash
                  Collection and Administration

              	 	 	 	 
	
                1122(d)(2)(i)

              	
                Payments
                  on pool assets are deposited into the appropriate custodial bank
                  accounts
                  and related bank clearing accounts no more than two business days
                  following receipt, or such other number of days specified in the
                  transaction agreements. 

                [This
                  Agreement states that payments will be deposited within two business
                  days
                  after “receipt and
                  identification”.
                  ]

              	
                X

              	
                X

              	
                X

              	 
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel. 

              	
                X

              	
                X

              	
                X

              	 
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction agreements.
                  

              	
                X

              	
                X

              	
                X
                  

                (to
                  the extent an advance is made)

              	 
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of over collateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements. 

              	
                X

              	
                X

              	
                X

              	 
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.
                  

              	
                X

              	
                X

              	
                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. 

                [This
                  Agreement states that reconciliations will be prepared within 45
                  calendar days after the bank statement cut-off date.]

              	
                X

              	
                X

              	
                X

              	 
	 	
                Investor
                  Remittances and Reporting

              	 	 	 	 
	
                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors’ or the trustee’s records as to the total unpaid principal
                  balance and number of Pool Assets serviced by the Servicer.
                  

              	
                X

              	
                X

              	
                X

              	 
	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements. 

              	
                X

              	
                X

              	
                X

              	 
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements. 

              	
                X

              	
                X

              	
                X

              	 
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank statements.
                  

              	
                X

              	
                X

              	
                X

              	 
	 	
                Pool
                  Asset Administration

              	 	 	 	 
	
                1122(d)(4)(i)
                  

              	
                Collateral
                  or security on pool assets is maintained as required by the transaction
                  agreements or related pool asset documents. 

              	
                X

              	 	 	
                X

              
	
                1122(d)(4)(ii)

              	
                Pool
                  assets and related documents are safeguarded as required by the
                  transaction agreements 

              	
                X

              	 	 	
                X

              
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements. 

              	
                X

              	 	
                X

              	 
	
                1122(d)(4)(iv)

              	
                Payments
                  on pool assets, including any payoffs, made in accordance with
                  the related
                  pool asset documents are posted to the Servicer’s obligor records
                  maintained no more than two business days after receipt, or such
                  other
                  number of days specified in the transaction agreements, and allocated
                  to
                  principal, interest or other items (e.g., escrow) in accordance
                  with the
                  related pool asset documents. 

              	
                X

              	 	 	 
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding the pool assets agree with the Servicer’s
                  records with respect to an obligor’s unpaid principal balance.
                  

              	
                X

              	 	 	 
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor's pool assets
                  (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents. 

              	
                X

              	
                X

              	 	 
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements. 

              	
                X

              	
                X

              	 	 
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or unemployment).
                  

              	
                X

              	 	 	 
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents. 

              	
                X

              	 	 	 
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related pool assets, or such other
                  number of
                  days specified in the transaction agreements. 

              	
                X

              	 	 	 
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements. 

              	
                X

              	 	 	 
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the Servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission. 

              	
                X

              	 	 	 
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements. 

              	
                X

              	 	 	 
	
                1122(d)(4)(xiv)
                  

              	
                Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements. 

              	
                X

              	
                X

              	 	 
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements. In this transaction there is no external
                  enhancement or other support.

              	
                X

              	 	
                X

              	 


      

    

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      M

    


    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 4.18 of the Pooling and Servicing Agreement. 

     

    Under
      Item 1 of Form 10-D: a) items marked “Monthly Statements to Certificateholders”
are required to be included in the periodic Distribution Date statement under
      Section 6.06, provided by the Trustee based on information received from the
      party providing such information; and b) items marked “Form 10-D report” are
      required to be in the Form 10-D report but not the Monthly Statements to
      Certificateholders, provided by the party indicated. Information under all
      other
      Items of Form 10-D is to be included in the Form 10-D report. All such
      information and any other Items on Form 8-K and Form 10-D set forth in this
      Exhibit shall be sent to the Trustee and the Depositor.

     

    

      
        	
                Form

              	
                Item

              	
                Description

              	
                Servicers

              	
                Master
                  Servicer

              	
                Trustee

              	
                Custodian

              	
                Depositor

              	
                Sponsor

              
	
                10-D

              	
                Must
                  be filed within 15 days of the distribution date for the asset-backed
                  securities.

              	 	 	 
	
                1

              	
                Distribution
                  and Pool Performance Information

              	 	 	 	 	 	 
	
                Item
                  1121(a) - Distribution and Pool Performance
                  Information

              	 	 	 	 	 	 
	
                (1)
                  Any applicable record dates, accrual dates, determination dates
                  for
                  calculating distributions and actual distribution dates for the
                  distribution period.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

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

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 
	
                (3)
                  Calculated amounts and distribution of the flow of funds for the
                  period
                  itemized by type and priority of payment, including:

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 
	
                (i)
                  Fees or expenses accrued and paid, with an identification of the
                  general
                  purpose of such fees and the party receiving such fees or
                  expenses.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 
	
                (ii)
                  Payments accrued or paid with respect to enhancement or other support
                  identified in Item 1114 of Regulation AB (such as insurance premiums
                  or
                  other enhancement maintenance fees), with an identification of
                  the general
                  purpose of such payments and the party receiving such
                  payments.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 
	
                (iii)
                  Principal, interest and other distributions accrued and paid on
                  the
                  asset-backed securities by type and by class or series and any
                  principal
                  or interest shortfalls or carryovers.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

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

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

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

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 
	
                (5)
                  Interest rates applicable to the pool assets and the asset-backed
                  securities, as applicable. Consider providing interest rate information
                  for pool assets in appropriate distributional groups or incremental
                  ranges.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

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

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 
	
                (7)
                  Any amounts drawn on any credit enhancement or other support identified
                  in
                  Item 1114 of Regulation AB, as applicable, and the amount of coverage
                  remaining under any such enhancement, if known and
                  applicable.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 
	
                (8)
                  Number and amount of pool assets at the beginning and ending of
                  each
                  period, and updated pool composition information, such as weighted
                  average
                  coupon, weighted average remaining term, pool factors and prepayment
                  amounts.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	
                Updated
                  pool composition information fields to be as specified by Depositor
                  from
                  time to time

              	 
	
                (9)
                  Delinquency and loss information for the period.

              	
                X

              	
                X

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

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

              	
                X

              	 	 	 	 	 
	
                (10)
                  Information on the amount, terms and general purpose of any advances
                  made
                  or reimbursed during the period, including the general use of funds
                  advanced and the general source of funds for
                  reimbursements.

              	
                X

              	
                X

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 
	
                (11)
                  Any material modifications, extensions or waivers to pool asset
                  terms,
                  fees, penalties or payments during the distribution period or that
                  have
                  cumulatively become material over time.

              	
                X

              	
                X

              	
                X

                 

                (Monthly
                  Statements to Certificateholders)

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

              	
                X

              	
                X

              	
                X

                 

                (if
                  agreed upon by the parties)

              	 	
                X

              	 
	
                (13)
                  Information on ratio, coverage or other tests used for determining
                  any
                  early amortization, liquidation or other performance trigger and
                  whether
                  the trigger was met.

              	 	 	
                X

                 

                (Monthly
                  Statements to Certificateholders)

              	 	 	 
	
                (14)
                  Information regarding any new issuance of asset-backed securities
                  backed
                  by the same asset pool, 

              	 	 	 	 	
                X

              	 
	
                information
                  regarding any pool asset changes (other than in connection with
                  a pool
                  asset converting into cash in accordance with its terms), such
                  as
                  additions or removals in connection with a prefunding or revolving
                  period
                  and pool asset substitutions and repurchases (and purchase rates,
                  if
                  applicable), and cash flows available for future purchases, such
                  as the
                  balances of any prefunding or revolving accounts, if
                  applicable.

              	
                X

              	
                X

              	
                X

              	 	
                X

              	 
	
                Disclose
                  any material changes in the solicitation, credit-granting, underwriting,
                  origination, acquisition or pool selection criteria or procedures,
                  as
                  applicable, used to originate, acquire or select the new pool
                  assets.

              	 	 	 	 	
                X

              	
                X

              
	
                Item
                  1121(b) - Pre-Funding or Revolving Period Information

                 

                Updated
                  pool information as required under Item 1121(b).

              	 	 	 	 	
                X

              	 
	
                2

              	
                Legal
                  Proceedings

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

              	 	 	 	 	 	 
	
                Sponsor
                  (Seller)

              	 	 	 	 	 	
                X

              
	
                Depositor

              	 	 	 	 	
                X

              	 
	
                Trustee

              	 	 	
                X

              	 	 	 
	
                Issuing
                  entity

              	 	 	 	 	
                X

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

              	
                X

              	
                X

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

              	 	 	 	 	
                X

              	 
	
                Custodian

              	 	 	 	
                X

              	 	 
	
                3

              	
                Sales
                  of Securities and Use of Proceeds

              	 	 	 	 	 	 
	
                Information
                  from Item 2(a) of Part II of Form 10-Q:

                 

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K. Pricing
                  information
                  can be omitted if securities were not registered.

              	 	 	 	 	
                X

              	 
	
                4

              	
                Defaults
                  Upon Senior Securities

              	 	 	 	 	 	 
	
                Information
                  from Item 3 of Part II of Form 10-Q:

                 

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

              	 	 	
                X

              	 	 	 
	
                5

              	
                Submission
                  of Matters to a Vote of 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

              	 	 	
                X

              	 	
                X

              	 
	
                Obtain
                  required financial information or effecting incorporation by
                  reference

              	 	 	
                X

              	 	
                X

              	 
	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information*

              	 	 	 	 	 	 
	
                Determining
                  current maximum probable exposure

              	 	 	 	 	
                X

              	 
	
                Determining
                  current significance percentage. In this transaction there is no
                  current
                  significance percentage.

              	 	 	
                X

              	 	 	 
	
                Notify
                  derivative counterparty of significance percentage and request
                  required
                  financial information. In this transaction there is no current
                  significance percentage.

              	 	 	
                X

              	 	 	 
	
                Obtain
                  required financial information or effecting incorporation by
                  reference

              	 	 	 	 	
                X

              	 
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 	 	 	 	 	 
	
                8

              	
                Other
                  Information

              	 	 	 	 	 	 
	
                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

              
	
                9

              	
                Exhibits

              	 	 	 	 	 	 
	
                Distribution
                  report

              	 	 	
                X

              	 	 	 
	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	 	 	 	 	
                X

              	 
	
                8-K

              	
                Must
                  be filed within four business days of an event reportable on Form
                  8-K.

              	 	 	 
	
                1.01

              	
                Entry
                  into a Material Definitive Agreement

              	 	 	 	 	 	 
	
                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a party.
                  

                 

                Examples:
                  servicing agreement, custodial agreement.

                 

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	
                X

              	
                X

              	
                X 

              	 	
                X 

              	
                X

              
	
                1.02

              	
                Termination
                  of a Material Definitive Agreement

              	
                X

              	
                X

              	
                X 

              	 	
                X

              	
                X 

              
	
                Disclosure
                  is required regarding termination of any definitive agreement that
                  is
                  material to the securitization (other than expiration in accordance
                  with
                  its terms), even if depositor is not a party. 

                 

                 

                Examples:
                  servicing agreement, custodial agreement.

              	 	 	 	 	 	 
	
                1.03

              	
                Bankruptcy
                  or Receivership

              	 	 	 	 	 	 
	
                Disclosure
                  is required regarding the bankruptcy or receivership, if known
                  to the
                  Master Servicer, with respect to any of the following: 

                 

                Sponsor
                  (Seller), Depositor, Master Servicer, affiliated Servicer, other
                  Servicer
                  servicing 20% or more of pool assets at time of report, other material
                  servicers, Certificate Administrator, Trustee, significant obligor,
                  credit
                  enhancer (10% or more), derivatives counterparty,
                  Custodian

              	
                X

              	
                X

              	
                X 

              	
                X

              	
                X 

              	
                X

              
	
                2.04

              	
                Triggering
                  Events that Accelerate or Increase a Direct Financial Obligation
                  or an
                  Obligation under an Off-Balance Sheet Arrangement

              	 	 	 	 	 	 
	
                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 Certificateholders

              	 	
                X

              	
                X

              	 	 	 
	
                3.03

              	
                Material
                  Modification to Rights of Security Holders

              	 	 	 	 	 	 
	
                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of 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 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 trustee. 

              	
                X

              	
                X

              	
                X

              	 	
                X

              	 
	 	
                Reg
                  AB disclosure about any new servicer is also required.

              	
                X

              	 	 	 	 	 
	
                Reg
                  AB disclosure about any new trustee is also required.

              	 	 	
                X
                  (to the extent of a new trustee)

              	 	 	 
	
                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

              	 	
                X

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

              	 	 	
                X

              	 	
                X

              	 
	
                6.04

              	
                Failure
                  to Make a Required Distribution

              	 	 	
                X

              	 	 	 
	
                6.05

              	
                Securities
                  Act Updating Disclosure

              	 	 	 	 	 	 
	
                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Reg AB disclosure about the actual asset
                  pool.

              	 	 	 	 	
                X

              	
                 

              
	
                If
                  there are any new servicers or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

              	 	 	 	 	
                X

              	 
	
                7.01

              	
                Regulation
                  FD Disclosure

              	
                X

              	
                X

              	
                X

              	
                X

              	
                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

              	 	 	 	 	 	 
	
                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

              	 	 	 	 	 	 
	 	
                15

              	
                Exhibits
                  and Financial Statement Schedules

              	 	 	 	 	 	 
	
                Item
                  1112(b) - Significant
                  Obligor Financial Information

              	 	 	 	 	
                X

              	 
	
                Item
                  1114(b)(2) - Credit Enhancement Provider Financial
                  Information

              	 	 	 	 	 	 
	
                Determining
                  applicable disclosure threshold

              	 	 	
                X

              	 	
                X

              	 
	
                Obtain
                  required financial information or effecting incorporation by
                  reference

              	 	 	
                X

              	 	
                X

              	 
	
                Item
                  1115(b) - Derivative Counterparty Financial
                  Information

              	 	 	 	 	 	 
	
                Determining
                  current maximum probable exposure

              	 	 	 	 	
                X

              	 
	 	 	
                Determining
                  current significance percentage. [In this transaction there is
                  no current
                  significance percentage.]

              	 	 	
                X

              	 	 	 
	
                Notify
                  derivative counterparty of significance percentage and request
                  required
                  financial information. [In this transaction there is no current
                  significance percentage.]

              	 	 	
                X

              	 	 	 
	
                Obtain
                  required financial information or effecting incorporation by
                  reference

              	 	 	 	 	
                X

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

              	 	 	 	 	 	 
	
                Sponsor
                  (Seller)

              	 	 	 	 	 	
                X

              
	
                Depositor

              	 	 	 	 	
                X

              	 
	
                Trustee

              	 	 	
                X

              	 	 	 
	
                Issuing
                  entity

              	 	 	 	 	
                X

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

              	
                X

              	
                X

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

              	 	 	 	 	
                X

              	 
	
                Custodian

              	 	 	 	
                X

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

              	 	 	 	 	 	 
	
                Sponsor
                  (Seller)

              	 	 	 	 	 	
                X

              
	
                Depositor

              	 	 	 	 	
                X

              	 
	
                Trustee

              	 	 	
                X

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

              	
                X

              	
                X

              	 	 	 	 
	
                Originator

              	 	 	 	 	
                X

              	 
	
                Custodian

              	 	 	 	
                X

              	 	 
	
                Credit
                  Enhancer/Support Provider

              	 	 	 	 	
                X

              	 
	
                Significant
                  Obligor

              	 	 	 	 	
                X

              	 
	
                Item
                  1122 - Assessment of Compliance with Servicing
                  Criteria

              	
                X

              	
                X

              	
                X

              	
                X

              	 	 
	
                Item
                  1123 - Servicer Compliance Statement

              	
                X

              	
                X

              	 	 	 	 


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      N

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

    


    Structured
      Asset Mortgage Investment II Inc.

    383
      Madison Avenue

    New
      York,
      New York 10179

    Fax:
      (212) 272-2000

    E-Mail:
      regabnotification@bear.com

    


    U.S.
      Bank
      National Association as Trustee

    One
      Federal Street, 3rd
      Floor

    Boston,
      Massachusetts 02110

    Fax:
      (617) 603-663

    E-mail:
      notifications@fsir.com

    
      	
              Attn:

            	
              Corporate
                Trust Services - Prime Mortgage Trust 2007-2-

            
	 	
              SEC
                REPORT PROCESSING

            


    

    


    


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

    


    Ladies
      and Gentlemen:

    


    In
      accordance with Section 3.18 of the Pooling and Servicing Agreement, dated
      as of
      April 1, 2007, among EMC Mortgage Corporation, as Seller and Master Servicer
      and
      U.S. Bank National Association as Trustee. The undersigned 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
      O

     

    Aggregate
      Planned Principal Schedules

    


    


    (Provided
      Upon Request)

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      P

    


    FORM
      OF
      TRUSTEE LIMITED POWER OF ATTORNEY

    


    
      	
              KNOW
                ALL MEN BY THESE PRESENTS, that U.S. Bank National Association, a
                national
                banking association, having a place of business at One Federal Street,
                3rd
                Floor, Boston, Massachusetts 02110, not individually, but solely
                as
                Trustee (and in no personal or other representative capacity) under
                the
                Pooling and Servicing Agreement, dated as of April 1, 2007, by and
                among
                Structured Asset Mortgage Investments II Inc., the Trustee and EMC
                Mortgage Corporation (as amended, restated, supplemented or otherwise
                modified from time to time, the “Agreement”; capitalized terms not defined
                herein have the definitions assigned to such terms in the Agreement),
                relating to the Prime Mortgage Trust, Certificates, Series 2007-2,
                hereby
                appoints _______________, in its capacity as a Servicer under the
                Agreement, as the Trustee’s true and lawful Special Attorney-in-Fact, in
                the Trustee’s name, place and stead and for the Trustee’s benefit, but
                only in its capacity as Trustee aforesaid, to perform all acts and
                execute
                all documents as may be customary, necessary and appropriate to effectuate
                the following enumerated transactions in respect of any mortgage,
                deed of
                trust, promissory note or real estate owned from time to time owned
                (beneficially or in title, whether the Trustee is named therein as
                mortgagee or beneficiary or has become mortgagee or beneficiary by
                virtue
                of endorsement, assignment or other conveyance) or held by or registered
                to the Trustee (directly or through custodians or nominees), or in
                respect
                of which the Trustee has a security interest or other lien, all as
                provided under the applicable Agreement and only to the extent the
                respective Trustee has an interest therein under the Agreement, and
                in
                respect of which the Servicer is acting as servicer pursuant to the
                Agreement (the “Mortgage
                Documents”).

            


    

    


    This
      appointment shall apply to the following enumerated transactions under the
      Agreement only:

    


    The
      modification or re-recording of any Mortgage Document for the purpose of
      correcting it to conform to the original intent of the parties thereto or to
      correct title errors discovered after title insurance was issued and where
      such
      modification or re-recording does not adversely affect the lien under the
      Mortgage Document as insured.

    


    2.       
       The
      subordination of the lien under a Mortgage Document to an easement in favor
      of a
      public utility company or a state or federal agency or unit with powers of
      eminent domain including, without limitation, the execution of partial
      satisfactions/releases, partial reconveyances and the execution of requests
      to
      trustees to accomplish same.

    


    3.        The
      conveyance of the properties subject to a Mortgage Document to the applicable
      mortgage insurer, or the closing of the title to the property to be acquired
      as
      real estate so owned, or conveyance of title to real estate so
      owned.

    


    4.        The
      completion of loan assumption and modification agreements in respect of Mortgage
      Documents.

    


    5.        The
      full
      or partial satisfaction/release of a Mortgage Document or full conveyance upon
      payment and discharge of all sums secured thereby, including, without
      limitation, cancellation of the related note.

    


    6.        The
      assignment of any Mortgage Document, in connection with the repurchase of the
      mortgage loan secured and evidenced thereby.

    


    7.        The
      full
      assignment of a Mortgage Document upon payment and discharge of all sums secured
      thereby in conjunction with the refinancing thereof, including, without
      limitation, the assignment of the related note.

    


    8.        With
      respect to a Mortgage Document, the foreclosure, the taking of a deed in lieu
      of
      foreclosure, or the completion of judicial or non-judicial foreclosure or
      termination, cancellation or rescission of any such foreclosure, including,
      without limitation, any and all of the following acts:

     

    

      
        	 	
                a.

              	
                the
                  substitution of trustee(s) serving under a deed of trust, in accordance
                  with state law and the deed of trust;

              
	 	 	 
	 	
                b.

              	
                the
                  preparation and issuance of statements of breach or
                  non-performance;

              
	 	 	 
	 	
                c.

              	
                the
                  preparation and filing of notices of default and/or notices of
                  sale;

              
	 	 	 
	 	
                d.

              	
                the
                  cancellation/rescission of notices of default and/or notices of
                  sale;

              
	 	 	 
	 	
                e.

              	
                the
                  taking of a deed in lieu of foreclosure; and

              
	 	 	 
	 	
                f.

              	
                the
                  preparation and execution of such other documents and performance
                  of such
                  other actions as may be necessary under the terms of the Mortgage
                  Document
                  or state law to expeditiously complete said transactions in paragraphs
                  8(a) through 8(e), above.

              


      

    

     

    9.      
       Demand,
      sue for, recover, collection and receive each and every sum of money, debt,
      account and interest (which now is, or hereafter shall become due and payable)
      belonging to or claimed by the Trustee under the Mortgage Documents, and to
      use
      or take any lawful means for recovery thereof by legal process or
      otherwise.

    


    10.        Endorse
      on behalf of the Trustee all checks, drafts and/or negotiable instruments made
      payable to the Trustee in respect of the Mortgage Documents.

    


    The
      Trustee gives the Special Attorney-in-Fact full power and authority to execute
      such instruments and to do and perform all and every act and thing necessary
      and
      proper to carry into effect the power or powers granted by this Limited Power
      of
      Attorney, subject to the terms and conditions set forth in the Agreement
      including the standard of care applicable to servicers in the Agreement, and
      hereby does ratify and confirm what such Special Attorney-in-Fact shall lawfully
      do or cause to be done by authority hereof. 

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    


    IN
      WITNESS WHEREOF, the Trustee has caused its corporate name to be hereto signed
      and affixed and these presents to be acknowledged by its duly elected and
      authorized officer this ___ day of ___ , 2007.

    


    
      	 	
              U.S.
                Bank National Association, not individually, but solely as Trustee
                

            
	 	 
	 	 
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    
      	 	 	 
	
              WITNESS:

            	 	
              WITNESS:

            
	 	 	 
	 	 	 
	 	 	 
	
              Name:

            	 	
              Name:

            
	
              Title:

            	 	
              Title:

            


    

    


    


    


    
      	
              STATE
                OF NEW YORK

            	 
	 	
              SS

            
	
              COUNTY
                OF NEW YORK

            	 


    

    


    


    On
      ______________, 2007, before me, the undersigned, a Notary Public in and for
      said state, personally appeared __________________, personally known to me
      to be
      the person whose name is subscribed to the within instrument, and such person
      acknowledged to me that such person executed the within instrument in such
      person’s authorized capacity, and that by such signature on the within
      instrument the entity upon behalf of which such person acted executed the
      instrument.

    


    WITNESS
      my hand and official seal.

    


    


    
      	 	 
	 	
              Notary
                Public

            


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    


    EXHIBIT
      Q

    


    FORM
      OF
      CERTIFICATION TO BE

     

    PROVIDED
      BY THE TRUSTEE TO DEPOSITOR

    


    Re: Structured
      Asset Mortgage Investments II Inc. Prime Mortgage Trust (the “Trust”),
      Certificates Series 2007-2, issued pursuant to the Pooling and Servicing
      Agreement, dated as of April 1, 2007, among Structured Asset Mortgage
      Investments II Inc, as Depositor, EMC Mortgage Corporation, as Seller and Master
      Servicer and U.S. Bank National Association as Trustee.

    


    The
      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 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 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 Trustee
      under the Pooling and Servicing Agreement for inclusion in the Reports is
      included in the Reports;

    


    (4) I
      am
      responsible for reviewing the activities performed by the Trustee under the
      Pooling and Servicing Agreement, and based on my knowledge, and except as
      disclosed in the Reports, the Trustee has fulfilled its obligations under the
      Pooling and Servicing Agreement in all material respects; and

    


    (5) The
      report on assessment of compliance with servicing criteria applicable to the
      Trustee for asset-backed securities of the Trustee and each Subcontractor
      utilized by the 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 Trustee has reasonably relied on information
      provided to it by the following unaffiliated parties: [names of servicer(s),
      master servicer, subservicer, depositor, trustee, custodian(s)]

    


    
      	
              Date:

            	 
	 
	 
	 
	
              [Signature]

            
	
              [Title]

            


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    EXHIBIT
      R

    


    Form
      of
      the Master Servicer's Data Layout Report

    


    Prime
      Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-2

    


    
      	
              US
                BANK FIELDS

            	 	
              SBO
                FIELDS

            	 	
              SBO
                DESCRIPTION

            
	
              LOAN
                

            	 	
              LOAN_NUMBER

            	 	
              Loan
                number

            
	
              STOP_ADV_FLAG
                

            	 	
              ACTUAL_ACTUAL_OVERRIDE

            	 	
              Pertains
                to resold scheduled/actual and scheduled/scheduled pools. A code
                indicating if the specific loan should be remitted on an actual/actual
                basis. 

            
	
              RATE
                

            	 	
              LOAN_NOTE_RATE

            	 	
              Interest
                rate associated with the next payment due on the loan when the investor
                cutoff

            
	
              SF_RATE
                

            	 	
              LOAN_FEE_AMT

            	 	
              Fixed
                monthly fee due the strip holder.

            
	
              LPMI_RATE
                

            	 	
              MIRF_AMT

            	 	
              LPMI
                refund from MI companies (i.e. Radian, MGIC) for LPMI cancellations,
                recisions, rate errors, payments made on loans without at
                payoff

            
	
              BEG_SCHED
                

            	 	
              BEGINNING_SCHEDULED_BALANCE

            	 	
              The
                amortized balance on which interest is expected as of the beginning
                of the
                month.

            
	
              END_SCHED
                

            	 	
              ENDING_SCHEDULED_BALANCE

            	 	
              Ending
                scheduled balance. The balance on which interest should be earned
                next
                month.

            
	
              END_ACT
                

            	 	
              PARTICIPANT_BALANCE

            	 	
              Ending
                actual participant balance of the pool as of the cutoff
                date

            
	
              P&I

            	 	
              LOAN_PAYMENT_AMOUNT

            	 	
              Loan's
                payment constant at the time of record creation.

            
	
              GROSS_INT
                

            	 	
              SCHEDULED_INTEREST_AMOUNT

            	 	
              Scheduled
                gross interest for the remittance cycle

            
	
              SCHED_P
                

            	 	
              SCHEDULED_PRINCIPAL_AMOUNT

            	 	
              Scheduled
                principal for the remittance cycle

            
	
              CURTAIL
                

            	 	
              CURTAILMENT_AMOUNT

            	 	
              Calculated
                curtailment amount for the specified period of time.

            
	
              PREPAY
                

            	 	
              LIQUIDATION_PRINCIPAL

            	 	
              Amount
                of principal reported as payoff principal.

            
	
              PREPAY_DATE

            	 	
              LIQUIDATION_DATE

            	 	
              Liquidation
                date

            
	
              PREPAY_CODE
                PIF

            	 	
              LIQUIDATION_TYPE

            	 	
              A
                code indicating the reason for the liquidation. 

            
	
              NEXT_DUE
                

            	 	
              LOAN_DUE_DATE

            	 	
              Loan's
                due date when the investor cutoff

            
	
              STATUS
                

            	 	
              LOAN_STATUS

            	 	
              The
                status of the loan as of the cutoff date.

            
	
              BKCY_DATE
                

            	 	
              BANKRUPTCY_STATUS

            	 	
              Code
                which corresponds to the loan's bankruptcy status. See codes table
                for
                valid codes and their corresponding meaning.

            
	
              FCLS_DATE
                

            	 	
              FORECLOSURE_STATUS

            	 	
              Code
                which corresponds to the loan's foreclosure status. See codes table
                for
                valid codes and their corresponding meaning.

            
	
              REO_DATE
                

            	 	
              REO_STATUS

            	 	
              A
                code indicating if the loan was an REO when the investor
                cutoff.

              Y
                =
                yes

              N
                =
                no.

            
	
              DELINQ
                

            	 	
              MONTHS_DELINQUENT_24

            	 	
              0,1,30,60,90,120
                ( 1 = 1-29, 30 = 30-59, etc...)

            
	
              PPIS

            	 	
              Interest
                Shortfall

            	 	
              Interest
                shortfall adjustment

            
	
              RAIS
                

            	 	
              SSRA_AMT

            	 	
              Interest
                adjustments for Soldiers & Sailors Relief Act Loans

            
	
              PPP_Collected
                

            	 	
              ANCILLARY_FEE_AMOUNT

            	 	
              Amount
                of the fee (100%) paid by the borrower.

            
	
              REMIT

            	 	
              Total_Remittance_Amt

            	 	
              total
                remit for the loan

            
	
              ADV_P&I_CUR
                

            	 	
              Svc
                Prin Adv

            	 	
              Principal
                advance by servicer

            
	
              ADV_P&I_CUR
                

            	 	
              Svc
                Int Adv

            	 	
              Interest
                advance by servicer

            
	
              LIQUIDATION_FLAG
                

            	 	
              LIQUIDATION_FLAG
                

            	 	
              Loan
                status

            


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      

    

    



    


    EXHIBIT
      S

    


    FORM
      OF
      TRANSFEROR AFFIDAVIT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

     

    The
      undersigned is the [Title of Officer] of [Name of Transferor] (the “Owner”), the
      proposed transferor of an Ownership Interest in the Prime
      Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-2,
      Class
      [R] Certificate (the “Certificate”) issued
      pursuant to the Pooling and Servicing Agreement, dated as of April 1, 2007
      (the
“Agreement”), among
      Structured Asset Mortgage Investments II Inc. as depositor (the “Depositor”),
      EMC Mortgage Corporation as seller and master servicer, and U.S. Bank National
      Association as trustee (the “Trustee”),
      and
      makes this affidavit on behalf of the Owner for the benefit of the
      Depositor
      and the
      Trustee. Capitalized terms used, but not defined herein, shall have the meanings
      ascribed to such terms in the
      Agreement. 

     

    1.        
       The
      Owner
      is not transferring the Certificate to impede the assessment or collection
      of
      any tax.

     

    2.           The
      Owner
      has no actual knowledge that the proposed transferee of the Certificate: (i)
      has
      insufficient assets to pay any taxes that would be owed by such transferee
      as
      Holder of the Certificate; (ii) may become insolvent or subject to a bankruptcy
      proceeding for so long as the Certificate remains outstanding; and (iii) is
      not
      a Permitted Transferee.

     

    3.           The
      Owner
      understands that the proposed transferee has delivered to the Trustee and the
      Depositor a transfer affidavit and agreement in the form attached to the
      Agreement as Exhibit C. The Owner does not know or believe that any
      representation contained therein is false.

     

    4.           At
      the
      time of transfer, the Owner has conducted a reasonable investigation of the
      financial condition of the proposed transferee as contemplated by Treasury
      Regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation,
      the
      Owner has determined that the proposed transferee has historically paid its
      debts as they became due and has found no significant evidence to indicate
      that
      the proposed transferee will not continue to pay its debts as they become due
      in
      the future. The Owner understands that the transfer of the Certificate may
      not
      be respected for U.S. federal income tax purposes (and the Owner may continue
      to
      be liable for U.S. federal income taxes associated therewith) unless the Owner
      has conducted such an investigation.

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Investor has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its [Title of
      Officer] this ____ day of _________, 20__.

     

    
      	 	
              [NAME
                OF OWNER]

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	
              [Name
                of Officer]

            
	 	
              Title:

            	
              [Title
                of Officer]

            
	 	 	 
	 	 	 
	 	 	 


    

    


     

    Personally
      appeared before me the above-named [Name of Officer], known or proved to me
      to
      be the same person who executed the foregoing instrument and to be the [Title
      of
      Officer] of the Owner, and acknowledged to me that he/she executed the same
      as
      his/her free act and deed and the free act and deed of the Owner.

     

    Subscribed
      and sworn before me this ___ day of _________, 20___.

     

    NOTARY
      PUBLIC

    


    COUNTY
      OF

    


    STATE
      OF

    


    My
      commission expires the ___ day of ___________________, 20___.