Unassociated Document


     

     

    BEAR
      STEARNS SECOND LIEN TRUST 2007-1

     

    Issuing
      Entity,

     

    


     

    LASALLE
      BANK NATIONAL ASSOCIATION

     

    Securities
      Administrator

     

     

    and
      


     

    CITIBANK,
      N.A.

     

    Indenture
      Trustee

     

    


     

    INDENTURE

     

    Dated
      as
      of April 30, 2007

     

    


     

    MORTGAGE-BACKED
      NOTES

     

    


     

    


     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    TABLE
      OF
      CONTENTS

     

    


     

     

    ARTICLE
      I

    DEFINITIONS

     

    
      	
              Section
                1.01

            	
              Definitions

            	 


    

    
      	
              Section
                1.02

            	
              Incorporation
                by Reference of Trust Indenture Act

            	 


    

    
      	
              Section
                1.03

            	
              Rules
                of Construction

            	 


    

    
      	
              Section
                1.04

            	
              Allocation
                of Certain Interest Shortfalls.

            	 


    

     

    ARTICLE
      II

    ORIGINAL
      ISSUANCE OF NOTES

     

    
      	
              Section
                2.01

            	
              Form

            	 


    

    
      	
              Section
                2.02

            	
              Execution,
                Authentication and Delivery

            	 


    

     

    ARTICLE
      III

    COVENANTS

     

    
      	
              Section
                3.01

            	
              Existence

            	 


    

    
      	
              Section
                3.02

            	
              Payment
                of Principal and Interest.

            	 


    

    
      	
              Section
                3.03

            	
              Protection
                of Trust Estate

            	 


    

    
      	
              Section
                3.04

            	
              Opinions
                as to Trust Estate

            	 


    

    
      	
              Section
                3.05

            	
              Performance
                of Obligations

            	 


    

    
      	
              Section
                3.06

            	
              Negative
                Covenants

            	 


    

    
      	
              Section
                3.07

            	
              Annual
                Statement as to Compliance

            	 


    

    
      	
              Section
                3.08

            	
              Representations
                and Warranties Concerning the Mortgage Loans

            	 


    

    
      	
              Section
                3.09

            	
              Investment
                Company Act

            	 


    

    
      	
              Section
                3.10

            	
              No
                Other Business

            	 


    

    
      	
              Section
                3.11

            	
              No
                Borrowing

            	 


    

    
      	
              Section
                3.12

            	
              Guarantees,
                Loans, Advances and Other Liabilities

            	 


    

    
      	
              Section
                3.13

            	
              Capital
                Expenditures

            	 


    

    
      	
              Section
                3.14

            	
              Determination
                of Note Interest Rate.

            	 


    

    
      	
              Section
                3.15

            	
              Restricted
                Payments

            	 


    

    
      	
              Section
                3.16

            	
              Notice
                of Events of Default

            	 


    

    
      	
              Section
                3.17

            	
              Further
                Instruments and Acts

            	 


    

    
      	
              Section
                3.18

            	
              Certain
                Representations Regarding the Trust Estate.

            	 


    

    
      	
              Section
                3.19

            	
              Allocation
                of Group I Charge-Off Amounts; Charged Off HELOCs.

            	 


    

    
      	
              Section
                3.20

            	
              Allocation
                of Group II Realized Losses 

            	 


      	
              Section
                3.21

            	Allocation
              of Group III Realized Losses	 


    

    
      	
              Section
                3.22

            	
              Claims
                on the Policy; Policy Payments Account.

            	 


    

    
      	
              Section
                3.23

            	
              Group
                II Basis Risk Shortfall Carry Forward Reserve Account; Payments to
                and
                from Swap Administrator with respect to the Group II Swap Agreement;
                Group
                II Supplemental Interest Trust.

            	 


    

    
      	
              Section
                3.24

            	
              Group
                III Basis Risk Shortfall Carry Forward Reserve Account; Payments
                to and
                from Swap Administrator with respect to the Group III Swap Agreement;
                Group III Supplemental Interest Trust.

            	 


    

    
      	
              Section
                3.25

            	
              Tax
                Treatment of Class IO Distribution Amounts in the Event of
                Resecuritization of Group II Notes or Group III Notes.

            	 


    

     

    ARTICLE
      IV

    THE
      NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

     

    
      	
              Section
                4.01

            	
              The
                Notes

            	 


    

    
      	
              Section
                4.02

            	
              Registration
                of and Limitations on Transfer and Exchange of Notes; Appointment
                of Note
                Registrar and Certificate Registrar

            	 


    

    
      	
              Section
                4.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Notes

            	 


    

    
      	
              Section
                4.04

            	
              Persons
                Deemed Owners

            	 


    

    
      	
              Section
                4.05

            	
              Cancellation

            	 


    

    
      	
              Section
                4.06

            	
              Book-Entry
                Notes

            	 


    

    
      	
              Section
                4.07

            	
              Notices
                to Depository

            	 


    

    
      	
              Section
                4.08

            	
              Definitive
                Notes

            	 


    

    
      	
              Section
                4.09

            	
              Application
                of Trust Money

            	 


    

    
      	
              Section
                4.10

            	
              Subrogation
                and Cooperation

            	 


    

    
      	
              Section
                4.11

            	
              Repayment
                of Monies Held by Paying Agent

            	 


    

    
      	
              Section
                4.12

            	
              Temporary
                Notes

            	 


    

    
      	
              Section
                4.13

            	
              [reserved].

            	 


    

    
      	
              Section
                4.14

            	
              Representation
                Regarding ERISA

            	 


    

     

    ARTICLE
      V

    DEFAULT
      AND REMEDIES

     

    
      	
              Section
                5.01

            	
              Events
                of Default

            	 


    

    
      	
              Section
                5.02

            	
              Acceleration
                of Maturity; Rescission and Annulment

            	 


    

    
      	
              Section
                5.03

            	
              Collection
                of Indebtedness and Suits for Enforcement by Indenture
                Trustee.

            	 


    

    
      	
              Section
                5.04

            	
              Remedies;
                Priorities

            	 


    

    
      	
              Section
                5.05

            	
              Optional
                Preservation of the Trust Estate

            	 


    

    
      	
              Section
                5.06

            	
              Limitation
                of Suits

            	 


    

    
      	
              Section
                5.07

            	
              Unconditional
                Rights of Noteholders To Receive Principal and Interest

            	 


    

    
      	
              Section
                5.08

            	
              Restoration
                of Rights and Remedies

            	 


    

    
      	
              Section
                5.09

            	
              Rights
                and Remedies Cumulative

            	 


    

    
      	
              Section
                5.10

            	
              Delay
                or Omission Not a Waiver

            	 


    

    
      	
              Section
                5.11

            	
              Control
                By Note Insurer and Noteholders

            	 


    

    
      	
              Section
                5.12

            	
              Waiver
                of Past Defaults

            	 


    

    
      	
              Section
                5.13

            	
              Undertaking
                for Costs

            	 


    

    
      	
              Section
                5.14

            	
              Waiver
                of Stay or Extension Laws

            	 


    

    
      	
              Section
                5.15

            	
              Sale
                of Trust Estate

            	 


    

    
      	
              Section
                5.16

            	
              Action
                on Notes

            	 


    

     

    ARTICLE
      VI

    THE
      INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

    
      	
              Section
                6.01

            	
              Duties
                of Indenture Trustee and Securities Administrator

            	 


    

    
      	
              Section
                6.02

            	
              Rights
                of Indenture Trustee and Securities Administrator

            	 


    

    
      	
              Section
                6.03

            	
              Individual
                Rights of Indenture Trustee

            	 


    

    
      	
              Section
                6.04

            	
              Indenture
                Trustee’s and Securities Administrator’s Disclaimer

            	 


    

    
      	
              Section
                6.05

            	
              Notice
                of Event of Default

            	 


    

    
      	
              Section
                6.06

            	
              Reports
                to Residual Certificateholders

            	 


    

    
      	
              Section
                6.07

            	
              Compensation

            	 


    

    
      	
              Section
                6.08

            	
              Replacement
                of Indenture Trustee and the Securities Administrator

            	 


    

    
      	
              Section
                6.09

            	
              Successor
                Indenture Trustee and Securities Administrator by Merger

            	 


    

    
      	
              Section
                6.10

            	
              Appointment
                of Co-Indenture Trustee or Separate Indenture Trustee

            	 


    

    
      	
              Section
                6.11

            	
              Eligibility;
                Disqualification

            	 


    

    
      	
              Section
                6.12

            	
              Representations
                and Warranties

            	 


    

    
      	
              Section
                6.13

            	
              Representations
                and Warranties

            	 


    

    
      	
              Section
                6.14

            	
              Directions
                to Indenture Trustee and the Securities Administrator

            	 


    

    
      	
              Section
                6.15

            	
              The
                Agents

            	 


    

    
      	
              Section
                6.16

            	
              Certain
                Representations Regarding the Securities Administrator

            	 


    

     

    ARTICLE
      VII

    NOTEHOLDERS’
      LISTS AND REPORTS

     

    
      	
              Section
                7.01

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

            	 


    

    
      	
              Section
                7.02

            	
              Preservation
                of Information; Communications to Noteholders

            	 


    

    
      	
              Section
                7.03

            	
              Financial
                Information

            	 


    

    
      	
              Section
                7.04

            	
              Statements
                to Noteholders and Certificateholders

            	 


    

     

    ARTICLE
      VIII

    ACCOUNTS,
      DISBURSEMENTS AND RELEASES

     

    
      	
              Section
                8.01

            	
              Collection
                of Money

            	 


    

    
      	
              Section
                8.02

            	
              Officer’s
                Certificate

            	 


    

    
      	
              Section
                8.03

            	
              Termination
                Upon Distribution to Noteholders

            	 


    

    
      	
              Section
                8.04

            	
              Release
                of Trust Estate

            	 


    

    
      	
              Section
                8.05

            	
              Surrender
                of Notes Upon Final Payment

            	 


    

    
      	
              Section
                8.06

            	
              Optional
                Redemption of the Group I HELOCs

            	 


    

    
      	
              Section
                8.07

            	
              Optional
                Redemption of the Group II Mortgage Loans

            	 


    

    
      	
              Section
                8.08

            	
              
                Optional
                  Redemption of the Group III Mortgage Loans

              

            	 


      	
              Section
                8.09

            	[reserved].
              	 


      	
              Section
                8.10

            	Additional
              Requirements for Optional Redemption 	 


    

    
      	
              Section
                8.11

            	
              Group
                II Pre-Funding Account.

            	 


    

    
      	
              Section
                8.12

            	
              Group
                II Interest Coverage Account.

            	 


    

    
      	
              Section
                8.13

            	
              Group
                III Pre-Funding Account.

            	 


    

    
      	
              Section
                8.14

            	
              Group
                III Interest Coverage Account.

            	 


    

     

    ARTICLE
      IX

    SUPPLEMENTAL
      INDENTURES

     

    
      	
              Section
                9.01

            	
              Supplemental
                Indentures Without Consent of Noteholders

            	 


    

    
      	
              Section
                9.02

            	
              Supplemental
                Indentures With Consent of Noteholders

            	 


    

    
      	
              Section
                9.03

            	
              Execution
                of Supplemental Indentures

            	 


    

    
      	
              Section
                9.04

            	
              Effect
                of Supplemental Indenture

            	 


    

    
      	
              Section
                9.05

            	
              Conformity
                with Trust Indenture Act

            	 


    

    
      	
              Section
                9.06

            	
              Reference
                in Notes to Supplemental Indentures

            	 


    

     

    ARTICLE
      X

    TAX
      MATTERS

     

    
      	
              Section
                10.01

            	
              Description
                of REMICs and Designation of REMIC Interests.

            	 


    

    
      	
              Section
                10.02

            	
              REMIC
                Elections and REMIC Distributions.

            	 


    

    
      	
              Section
                10.03

            	
              Allocation
                of Group I Charge-Off Amounts and Realized Losses.

            	 


    

    
      	
              Section
                10.04

            	
              Tax
                Administration.

            	 


    

    
      	
              Section
                10.05

            	
              Tax
                Treatment of Group I Net WAC Cap Rate Carryover Amounts and Basis
                Risk
                Shortfall Carry Forward Amounts.

            	 


    

     

    ARTICLE
      XI

    MISCELLANEOUS

     

    
      	
              Section
                11.01

            	
              Compliance
                Certificates and Opinions, etc

            	 


    

    
      	
              Section
                11.02

            	
              Form
                of Documents Delivered to Indenture Trustee

            	 


    

    
      	
              Section
                11.03

            	
              Acts
                of Noteholders

            	 


    

    
      	
              Section
                11.04

            	
              Notices
                etc

            	 


    

    
      	
              Section
                11.05

            	
              Notices
                to Noteholders; Waiver

            	 


    

    
      	
              Section
                11.06

            	
              Conflict
                with Trust Indenture Act

            	 


    

    
      	
              Section
                11.07

            	
              Effect
                of Headings

            	 


    

    
      	
              Section
                11.08

            	
              Successors
                and Assigns

            	 


    

    
      	
              Section
                11.09

            	
              Separability

            	 


    

    
      	
              Section
                11.10

            	
              Legal
                Holidays

            	 


    

    
      	
              Section
                11.11

            	
              GOVERNING
                LAW

            	 


    

    
      	
              Section
                11.12

            	
              Counterparts

            	 


    

    
      	
              Section
                11.13

            	
              Recording
                of Indenture

            	 


    

    
      	
              Section
                11.14

            	
              Issuing
                Entity Obligation

            	 


    

    
      	
              Section
                11.15

            	
              No
                Petition

            	 


    

    
      	
              Section
                11.16

            	
              Inspection

            	 


    

    
      	
              Section
                11.17

            	
              Benefits
                of Indenture

            	 


    

    
      	
              Section
                11.18

            	
              Securities
                Administrator to Hold Policy

            	 


    

    


    


    EXHIBITS

    


    
      	
              Exhibit
                A-1

            	
              —

            	
              Form
                of Class A Notes

            
	
              Exhibit
                A-2

            	
              —

            	
              Form
                of Class M Notes

            
	
              Exhibit
                A-3

            	
              —

            	
              Form
                of Class B Notes

            
	
              Exhibit
                B

            	
              —

            	
              Mortgage
                Loan Schedule

            
	
              Exhibit
                C

            	
              —

            	
              [Reserved]

            
	
              Exhibit
                D

            	
              —

            	
              Form
                of Transferor Certificate

            
	
              Exhibit
                E

            	
              —

            	
              Form
                of Mortgage Loan Purchase Agreement

            
	
              Exhibit
                F

            	
              —

            	
              Form
                of Policy

            


    

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    
      This
        Indenture, dated as of April 30, 2007, is entered into among BSSLT 2007-1,
        a
        Delaware statutory trust, as issuing entity (the “Issuing Entity”), LaSalle Bank
        National Association, as securities administrator (the “Securities
        Administrator”) and Citibank, N.A., as indenture trustee (the “Indenture
        Trustee”).

       

    

    WITNESSETH
      THAT:

     

    Each
      party hereto agrees as follows for the benefit of the other party and for the
      equal and ratable benefit of the Holders of the Issuing Entity’s Mortgage-Backed
      Notes, Series 2007-1 (the “Notes”) and the Note Insurer.

     

    GRANTING
      CLAUSE

     

    The
      Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date,
      as
      trustee for the benefit of the Holders of the Notes and the Note Insurer, all
      of
      the Issuing Entity's right, title and interest in and to, whether now existing
      or hereafter created, (a)
      the
      Mortgage Loans
      (b) the
      Subsequent Mortgage Loans (c) all funds on deposit from time to time in the
      Master Servicer Collection Account, the Group I Net WAC Carryover Reserve
      Account, the Group
      II
      Basis Risk Shortfall Carry Forward Reserve Account,
      the
      Group III Basis Risk Shortfall Carry Forward Reserve Account, the Group II
      Pre-Funding Account, the Group III Pre-Funding Account, the Group II Interest
      Coverage Account and the Group III Interest Coverage Account, excluding any
      investment income from such funds; (d) all
      funds
      on deposit from time to time in the Payment Account and in all proceeds thereof;
      (e) any
      REO
      Property; (f) all rights under (I) the Mortgage Loan Purchase Agreement as
      assigned to the Issuing Entity, with respect to the Mortgage Loans, (II) any
      Subsequent Mortgage Loan Purchase Agreement as assigned to the Issuing Entity,
      with respect to the Subsequent Mortgage Loans, (III) 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) and (IV) the rights
      with respect to the Sale and Servicing Agreement and the Servicing Agreements,
      as assigned to the Issuing Entity by the Assignment Agreements; and (g) all
      present and future claims, demands, causes and choses in action in respect
      of
      any or all of the foregoing and all payments on or under, and all proceeds
      of
      every kind and nature whatsoever in respect of, any or all of the foregoing
      and
      all payments on or under, and all proceeds of every kind and nature whatsoever
      in the conversion thereof, voluntary or involuntary, into cash or other liquid
      property, all cash proceeds, accounts, accounts receivable, notes, drafts,
      acceptances, checks, deposit accounts, rights to payment of any and every kind,
      and other forms of obligations and receivables, instruments and other property
      which at any time constitute all or part of or are included in the proceeds
      of
      any of the foregoing (collectively, the "Trust Estate" or the "Collateral").
      

     

    In
      addition, the Indenture Trustee and the Securities Administrator, on behalf
      of
      the Holders of the Class A Notes, will have the benefit of the
      Policy.

     

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

     

    The
      Indenture Trustee, as trustee on behalf of the Holders of the Notes and the
      Note
      Insurer, acknowledges such Grant, accepts the trust under this Indenture in
      accordance with the provisions hereof and each of the Indenture Trustee and
      the
      Securities Administrator agree to perform their respective duties as Indenture
      Trustee and Securities Administrator as required herein. The Securities
      Administrator, on behalf of the Indenture Trustee, agrees that it will hold
      the
      Policy in trust and that it will hold any proceeds of any claim made upon the
      Policy solely for the use and benefit of the Holders of the Class A Notes in
      accordance with the terms hereof and the terms of the Policy.

     

     

    ARTICLE
      I

    DEFINITIONS

     

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

     

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

     

    “Commission”
      means the Securities and Exchange Commission.

     

    “indenture
      securities” means the Notes.

     

    “indenture
      security holder” means a Noteholder.

     

    “indenture
      to be qualified” means this Indenture.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (iii)  “or”
is
      not exclusive;

     

    (iv)  “including”
      means including without limitation;

     

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

     

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

     

    
      Section 1.04  Allocation
        of Certain Interest Shortfalls.

       

      On
        any
        payment date, any Relief Act Shortfalls, any Prepayment Interest Shortfalls
        and
        any Group I Extraordinary Trust Fund Expenses payable to any party (subject
        to
        the Group I Extraordinary Trust Fund Expenses Cap) received in respect of
        the
        Group I HELOCs, will be allocated first, as a reduction to interest amounts
        payable to the Class I-E Certificates, and then, as a reduction to amounts
        payable from the Group I Interest Collection Amount for the Group I Notes,
        in
        each case to the extent of the Floating Rate Allocation Percentage of such
        shortfalls and expenses, and to the Class I-S Certificates to the extent
        of the
        Class I-S Floating Allocation Percentage of such shortfalls and expenses,
        on a
        pro rata basis, based on the amount of interest accrued on those Group I
        Notes
        and Class I-E Certificates and the amount of interest payable to the Class
        I-S
        Certificates for that Payment Date.

       

      For
        purposes of calculating the amount of Current Interest for the Class II-A,
        Class
        II-M, Class II-B, Class III-A, Class III-M and Class III-B Notes and Class
        II-C
        Certificates and Class III-C Certificates for any Payment Date, the aggregate
        amount of any Prepayment Interest Shortfalls (to the extent not covered by
        payments by the related Servicer pursuant to the related Servicing Agreement
        or
        the Master Servicer pursuant to the Sale and Servicing Agreement) and any
        Relief
        Act Shortfalls incurred in respect of the related Group II Mortgage Loans
        or
        Group III Mortgage Loans, as applicable, for any Payment Date shall be allocated
        first, to the related Class C Certificates based on, and to the extent of,
        one
        month’s interest at the then applicable Class II-C Interest Rate or Class III-C
        Interest Rate, as applicable, on the related Notional Amount thereof, and
        thereafter, among the related Class II-A, Class II-M, Class II-B, Class III-A,
        Class III-M and Class III-B Notes, in each case on a pro rata basis
        based on, and to the extent of, one month’s interest at the then applicable
        respective Note Interest Rates on the respective Note Principal Balances
        of each
        such Note.

       

      For
        purposes of calculating the amount of Uncertificated Accrued Interest for
        the
        REMIC I Regular Interests for any Payment Date, the Floating Allocation
        Percentage of the aggregate amount of any Prepayment Interest Shortfalls,
        any
        Extraordinary Trust Fund Expenses payable to any party (subject to the
        Extraordinary Trust Fund Expenses Cap) and any Relief Act Shortfalls incurred
        in
        respect of the Group I HELOCs for any Payment Date shall be allocated first,
        to
        Uncertificated Accrued Interest payable to REMIC I Regular Interest AA and
        REMIC
        I Regular Interest ZZ up to an aggregate amount equal to the REMIC I Interest
        Loss Allocation Amount, 98% and 2%, respectively, and thereafter, among REMIC
        I
        Regular Interest AA, each REMIC I Regular Interest for which a Group I Note
        is a
        Corresponding Note and REMIC I Regular Interest ZZ, pro rata, based on,
        and to the extent of, one month’s interest at the then applicable respective
        Uncertificated REMIC I Pass-Through Rates on the respective Uncertificated
        Principal Balances of each such REMIC I Regular Interest.

      


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

       

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

      


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

       

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

       

    

     

    ARTICLE
      II

    ORIGINAL
      ISSUANCE OF NOTES

     

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

     

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

     

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

     

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

     

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

     

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

     

    Each
      of
      the Notes shall be dated the date of its authentication. The Notes shall be
      issuable as registered Notes in book-entry form, in the minimum initial Note
      Principal Balances or Notional Amounts, as applicable, of $100,000 and in
      integral multiples of $1 in excess thereof.

     

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

     

     

    ARTICLE
      III

    COVENANTS

     

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

     

    Section
      3.02  Payment
      of Principal and Interest. 

     

    
      (a)  On
        each
        Payment Date, the Floating Allocation Percentage of the Group I Interest
        Collection Amount for such Payment Date, reduced by the Servicing Fees and
        Master Servicing Fees, will be distributed in the following order of
        priority:

       

      (i)  to
        the
        Note Insurer, the current and any past due premium due under the Policy with
        respect to the Class I-A Notes;

       

      (ii)  to
        the
        Class I-A Notes, the Current Interest and any Unpaid Interest Shortfall Amount
        for such Payment Date;

       

      (iii)  to
        the
        Note Insurer, as reimbursement for prior draws (including applicable interest)
        made under the Policy;

       

      (iv)  to
        the
        Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-B-1, Class I-B-2,
        Class I-B-3 and Class I-B-4 Notes, in that order, the Current Interest for
        each
        such Class and Payment Date;

       

      (v)  from
        amounts otherwise payable to the Class I-E Certificates, to the Classes of
        Group
        I Notes, as a payment of principal, the amount necessary to build and maintain
        the Group I Overcollateralization Amount to the Group I Overcollateralization
        Target Amount, including covering the Floating Allocation Percentage of the
        Group I Charge-Off Amounts during the related Collection Period;

       

      (vi)  to
        the
        Class I-A Notes to reimburse for any Group I Charge-Off Amounts allocated
        to the
        Class I-A Notes on any previous Payment Date;

       

      (vii)  to
        the
        Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-B-1, Class I-B-2,
        Class I-B-3 and Class I-B-4 Notes, any Unpaid Interest Shortfall Amount for
        such
        Payment Date and such Class;

       

      (viii)  from
        amounts otherwise payable to the Class I-E Certificates, to the Group Net
        WAC
        Cap Rate Carryover Reserve Account, (x) first to pay the Class I-A Notes,
        and
        then to pay the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class
        I-B-1,
        Class I-B-2, Class I-B-3 and Class I-B-4 Notes, in that order, any Group
        I Net
        WAC Cap Rate Carryover Amount for such Payment Date and each such Class to
        the
        extent  such amount exceeds the amounts then on deposit in the Group I
        Net WAC Cap Rate Carryover Reserve Account, and (y) second, to maintain a
        balance equal to the Group I Net WAC Cap Rate Carryover Reserve Account
        Deposit;

       

      (ix)  to
        the
        Note Insurer, any other amounts owed to the Note Insurer pursuant to the
        Insurance Agreement with respect to the Class I-A Notes;

       

      (x)  to
        the
        Certificate Paying Agent for distribution to the Class I-E Certificates,
        as
        specified in the Trust Agreement, any remaining amounts not exceeding the
        Class
        I-E Distribution Amount as reduced by amounts distributed in clauses (v)
        and
        (viii) above; and

       

      (xi)  to
        the
        Certificate Paying Agent for distribution to the Group I Residual Certificates,
        as specified in the Trust Agreement.

       

      (b)  (1)           On
        each Payment Date, the Class I-S Floating Allocation Percentage of the Group
        I
        Interest Collection Amount for such Payment Date, reduced by the related
        Servicing Fees and Master Servicing Fees, shall be distributed to the Holders
        of
        the Class I-S Certificates.

       

      (2)           On
        each Payment Date during the Group I Managed Amortization Period, the Class
        I-S
        Principal Payment Amount shall be distributed to the Holders of the Class
        I-S
        Certificates, until the Certificate Principal Balance of such Class has been
        reduced to zero.

       

      (c)  On
        each
        Payment Date, the Group I Available Principal Payment Amount will be distributed
        as Principal Funds in the following order of priority:

       

      (1)           For
        each Payment Date on or prior to the Group I Stepdown Date or on which a
        Group I
        Trigger Event is in effect:

       

      (i)  to
        the
        Class I-A Notes, the Group I Available Principal Payment Amount for such
        Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (ii)  to
        the
        Note Insurer, as reimbursement for prior draws (including applicable interest)
        made under the Policy with respect to the Class I-A Notes, to the extent
        not
        covered by the Group I Interest Collection Amount;

       

      (iii)  sequentially,
        to the Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-B-1, Class
        I-B-2, Class I-B-3 and Class I-B-4 Notes, in that order, the remaining Group
        I
        Available Principal Payment Amount, in each case until the Note Principal
        Balance of each such Class has been reduced to zero;

       

      (iv)  during
        the Group I Rapid Amortization Period, to the Class I-S Certificates, in
        reduction of the Certificate Principal Balance thereof, until the Certificate
        Principal Balance is reduced to zero;

       

      (v)  to
        the
        Note Insurer, any other amounts owed to the Note Insurer pursuant to the
        Insurance Agreement;

       

      (vi)  to
        the
        Certificate Paying Agent for distribution to the Class I-E Certificates,
        as
        specified in the Trust Agreement, any remaining amounts up to the portion
        of the
        Class I-E Distribution Amount remaining after the distributions made pursuant
        to
        Section 3.02(a) above; and

       

      (vii)  to
        the
        Certificate Paying Agent for distribution to the Group I Residual Certificates,
        as specified in the Trust Agreement.

       

      (2)           For
        each Payment Date after the Group I Stepdown Date, so long as a Group I Trigger
        Event is not in effect:

       

      (i)  to
        the
        Class I-A Notes, the Class I-A Principal Payment Amount for such Payment
        Date,
        until the Note Principal Balance thereof is reduced to zero;

       

      (ii)  to
        the
        Note Insurer, as reimbursement for prior draws (including applicable interest)
        made under the Policy with respect to the Class I-A Notes, to the extent
        not
        covered by the Group I Interest Collection Amount;

       

      (iii)  to
        the
        Class I-M-1 Notes, the Class I-M-1 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (iv)  to
        the
        Class I-M-2 Notes, the Class I-M-2 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (v)  to
        the
        Class I-M-3 Notes, the Class I-M-3 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (vi)  to
        the
        Class I-M-4 Notes, the Class I-M-4 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (vii)  to
        the
        Class I-B-1 Notes, the Class I-B-1 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (viii)  to
        the
        Class I-B-2 Notes, the Class I-B-2 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (ix)  to
        the
        Class I-B-3 Notes, the Class I-B-3 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (x)  to
        the
        Class I-B-4 Notes, the Class I-B-4 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (xi)  during
        the Group I Rapid Amortization Period, to the Class I-S Certificates, in
        reduction of the Certificate Principal Balance thereof, until the Certificate
        Principal Balance is reduced to zero;

       

      (xii)  to
        the
        Note Insurer, any other amounts owed to the Note Insurer pursuant to the
        Insurance Agreement with respect to the Class I-A Notes;

       

      (xiii)  to
        the
        Certificate Paying Agent for distribution to the Class I-E Certificates,
        as
        specified in the Trust Agreement, any remaining amounts up to the portion
        of the
        Class I-E Distribution Amount remaining after the distributions made pursuant
        to
        Section 3.02(a) above; and

       

      (xiv)  to
        the
        Certificate Paying Agent for distribution to the Group I Residual Certificates,
        as specified in the Trust Agreement.

       

      (d)  Subject
        to Section 3.23(c), on each Payment Date, an amount equal to the Interest
        Funds
        related to Loan Group II for such Payment Date shall be withdrawn by the
        Securities Administrator to the extent of any such funds in the Payment Account
        and paid in the following order of priority:

       

      (i)           to
        the Note Insurer, the related current and any past due Premium due under
        the
        Policy with respect to the Class II-A Notes;

       

      (ii)           to
        the Class II-A Notes, the related Current Interest and any Interest Carry
        Forward Amount for such Class;

       

      (iii)           to
        the Note Insurer, as reimbursement for prior draws (including applicable
        interest) made under the Policy with respect to the Class II-A
        Notes;

       

      
        (iv)           from
          remaining related Interest Funds, sequentially, to the Class II-M-1, Class
          II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6 and Class
          II-B-1
          Notes, in that order, the Current Interest for each such Class;
          and

      

       

      (v)           to
        the Note Insurer, any other amounts owed to the Note Insurer pursuant to
        the
        Insurance Agreement with respect to the Class II-A Notes.

       

      Any
        Excess Spread to the extent necessary to meet a level of overcollateralization
        equal to the Group II Overcollateralization Target Amount will be the Extra
        Principal Payment Amount related to Loan Group II and will be included as
        part
        of the Group II Principal Payment Amount. Any Remaining Excess Spread related
        to
        Loan Group II together with any Group II Overcollateralization Release Amount
        will be applied as Excess Cashflow related to Loan Group II and paid pursuant
        to
        clauses (f)(i) through (vii) below.

       

      On
        any
        Payment Date, any Relief Act Shortfalls related to Loan Group II and any
        related
        Prepayment Interest Shortfalls related to Loan Group II to the extent not
        covered by Compensating Interest will be allocated as set forth in the
        definition of “Current Interest” herein.

       

      (e)  Subject
        to Section 3.23(c), on each Payment Date, the Securities Administrator will
        apply the Group II Principal Payment Amount for such Payment Date in the
        following manner and order of priority:

       

      (1)           For
        each Payment Date (i) prior to the Group II Stepdown Date or (ii) on which
        a
        Group II Trigger Event is in effect:

       

      (i)  To
        the
        Class II-A Notes, the Group II Principal Payment Amount for such Payment
        Date,
        until the Note Principal Balance for such Class is reduced to zero;

       

      (ii)  To
        the
        Note Insurer, any reimbursements for prior draws (including applicable interest)
        made under the Policy with respect to the Class II-A Notes to the extent
        not
        reimbursed out of Interest Funds related to Loan Group II;

       

      (iii)  To
        the
        Class II-M-1 Notes, from any remaining Group II Principal Payment Amount
        for
        such Payment Date, until the Note Principal Balance thereof is reduced to
        zero;

       

      (iv)  To
        the
        Class II-M-2 Notes, from any remaining Group II Principal Payment Amount
        for
        such Payment Date, until the Note Principal Balance thereof is reduced to
        zero;

       

      (v)  To
        the
        Class II-M-3 Notes, from any remaining Group II Principal Payment Amount
        for
        such Payment Date, until the Note Principal Balance thereof is reduced to
        zero;

       

      (vi)  To
        the
        Class II-M-4 Notes, from any remaining Group II Principal Payment Amount
        for
        such Payment Date, until the Note Principal Balance thereof is reduced to
        zero;

       

      (vii)  To
        the
        Class II-M-5 Notes, from any remaining Group II Principal Payment Amount
        for
        such Payment Date, until the Note Principal Balance thereof is reduced to
        zero;

       

      (viii)  To
        the
        Class II-M-6 Notes, from any remaining Group II Principal Payment Amount
        for
        such Payment Date, until the Note Principal Balance thereof is reduced to
        zero;

       

      (ix)  To
        the
        Class II-B-1 Notes, from any remaining Group II Principal Payment Amount
        for
        such Payment Date, until the Note Principal Balance thereof is reduced to
        zero;

       

      (x)  To
        the
        Note Insurer, any other amounts owed to the Note Insurer pursuant to the
        Insurance Agreement with respect to the Class II-A Notes;

       

      (xi)  To
        the
        Certificate Paying Agent for distribution to the Class II-C Certificates,
        as
        specified in the Trust Agreement, any remaining amounts up to the portion
        of the
        Class II-C Distribution Amount remaining after the distributions made pursuant
        to Section 3.02(f) below; and

       

      (xii)  To
        the
        Certificate Paying Agent for distribution to the Group II Residual Certificates,
        as specified in the Trust Agreement.

       

      (2)             For
        each Payment Date on or after the Group II Stepdown Date, so long as a Group
        II
        Trigger Event is not in effect:

       

      (i)  To
        the
        Class II-A Notes, the Class II-A Principal Payment Amount for such Payment
        Date,
        until the Note Principal Balance for such Class is reduced to zero;

       

      (ii)  To
        the
        Note Insurer, any reimbursements for prior draws (including applicable interest)
        made under the Policy with respect to the Class II-A Notes to the extent
        not
        reimbursed out of Interest Funds related to Loan Group II;

       

      (iii)  To
        the
        Class II-M-1 Notes, from any remaining Group II Principal Payment Amount
        for
        such Payment Date, the Class II-M-1 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (iv)  To
        the
        Class II-M-2 Notes, from any remaining Group II Principal Payment Amount
        for
        such Payment Date, the Class II-M-2 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (v)  To
        the
        Class II-M-3 Notes, from any remaining Group II Principal Payment Amount
        for
        such Payment Date, the Class II-M-3 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (vi)  To
        the
        Class II-M-4 Notes, from any remaining Group II Principal Payment Amount
        for
        such Payment Date, the Class II-M-4 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (vii)  To
        the
        Class II-M-5 Notes, from any remaining Group II Principal Payment Amount
        for
        such Payment Date, the Class II-M-5 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (viii)  To
        the
        Class II-M-6 Notes, from any remaining Group II Principal Payment Amount
        for
        such Payment Date, the Class II-M-6 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (ix)  To
        the
        Class II-B-1 Notes, from any remaining Group II Principal Payment Amount
        for
        such Payment Date, the Class II-B-1 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (x)  To
        the
        Note Insurer, any other amounts owed to the Note Insurer pursuant to the
        Insurance Agreement with respect to the Class II-A Notes;

       

      (xi)  To
        the
        Certificate Paying Agent for distribution to the Class II-C Certificates,
        as
        specified in the Trust Agreement, any remaining amounts up to the portion
        of the
        Class II-C Distribution Amount remaining after the distributions made pursuant
        to Section 3.02(f) below; and

       

      (xii)  To
        the
        Certificate Paying Agent for distribution to the Group II Residual Certificates,
        as specified in the Trust Agreement.

       

      (f)  Any
        Excess Cashflow with respect to Loan Group II shall be distributed in the
        following manner and order of priority:

       

      (i)  To
        the
        Class II-A Notes (a) first, any remaining Interest Carry Forward Amount
        for such Class, to the extent not fully paid pursuant to Section 3.02(d)
        and to
        the extent not fully paid pursuant to Section 3.23(d) and (b) second,
        any Unpaid Realized Loss Amounts for such Class, to the extent not fully
        paid
        pursuant to Section 3.23(d);

       

      (ii)  From
        any
        remaining Group II Excess Cashflow, sequentially to the Class II-M-1, Class
        II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6 and Class
        II-B-1
        Notes, in that order, an amount equal to any Interest Carry Forward Amount
        to
        the extent not fully paid pursuant to Section 3.23(d);

       

      (iii)  From
        any
        remaining Group II Excess Cashflow otherwise distributable to the Class II-C
        Certificates, to the Group II Basis Risk Shortfall Carry Forward Reserve
        Account, (a) first, to pay the Class II-A, Class II-M-1, Class II-M-2, Class
        II-M-3, Class II-M-4, Class II-M-5, Class II-M-6 and Class II-B-1 Notes
        sequentially, in that order, any Basis Risk Shortfall Carry Forward Amount
        for
        each Class of such Notes for such Payment Date, in each case, to the extent
        not
        fully paid pursuant to Section 3.23(d) and to the extent such amount exceeds
        the
        amounts then on deposit in the Group II Basis Risk Shortfall Carry Forward
        Reserve Account and (b) to maintain a balance in the Group II Basis Risk
        Shortfall Carry Forward Reserve Account equal to the Group II Basis Risk
        Shortfall Carry Forward Reserve Account Deposit;

       

      (iv)  From
        any
        remaining Group II Excess Cashflow, first, to the Class II-A Notes, and second,
        sequentially to the Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4,
        Class II-M-5, Class II-M-6 and Class II-B-1 Notes, in that order, the amount
        of
        shortfalls resulting from the application of the Relief Act and any Prepayment
        Interest Shortfalls allocated to such Classes of Notes, to the extent not
        previously reimbursed;

       

      (v)  From
        any
        remaining Group II Excess Cashflow, to the Swap Administrator for payment
        to the
        Group II Swap Provider, the amount of any Swap Termination Payment resulting
        from a Swap Provider Trigger Event not previously paid (to the extent not
        paid
        by the Swap Administrator from any upfront payment received pursuant to any
        replacement interest rate swap agreement that may be entered into by the
        Group
        II Supplemental Interest Trust Trustee);

       

      (vi)  From
        any
        remaining Group II Excess Cashflow, to the Certificate Paying Agent for
        distribution to the Class II-C Certificates, as specified in the Trust
        Agreement, any remaining amounts not exceeding the Class II-C Distribution
        Amount, reduced by the amounts distributed pursuant to clause (iii) above;
        and

       

      (vii)  to
        the
        Certificate Paying Agent for distribution to the Group II Residual Certificates,
        as specified in the Trust Agreement.

       

      (g)  Subject
        to Section 3.24(c), on each Payment Date, an amount equal to the Interest
        Funds
        related to Loan Group III for such Payment Date shall be withdrawn by the
        Securities Administrator to the extent of any such funds in the Payment Account
        and paid in the following order of priority:

       

      (i)           to
        the Note Insurer, the related current and any past due Premium due under
        the
        Policy with respect to the Class III-A Notes;

       

      (ii)           to
        the Class III-A Notes, the Current Interest and any Interest Carry Forward
        Amount for such Class;

       

      (iii)           to
        the Note Insurer, as reimbursement for prior draws (including applicable
        interest) made under the Policy with respect to the Class III-A
        Notes;

       

      
        (iv)           sequentially,
          to the Class III-M-1, Class III-M-2, Class III-M-3, Class III-M-4, Class
          III-M-5, Class III-M-6 and Class III-B-1 Notes, in that order, the Current
          Interest for each such Class; and

      

       

      (v)           to
        the Note Insurer, any other amounts owed to the Note Insurer pursuant to
        the
        Insurance Agreement with respect to the Class III-A Notes.

       

      Any
        Excess Spread related to Loan Group III to the extent necessary to meet a
        level
        of overcollateralization equal to the Group III Overcollateralization Target
        Amount will be the Extra Principal Payment Amount related to Loan Group III
        and
        will be included as part of the Group III Principal Payment Amount. Any
        Remaining Excess Spread related to Loan Group III together with any Group
        III
        Overcollateralization Release Amount will be applied as Excess Cashflow related
        to Loan Group III and paid pursuant to clauses (i)(i) through (vii)
        below.

       

      On
        any
        Payment Date, any Relief Act Shortfalls related to Loan Group III and any
        Prepayment Interest Shortfalls related to Loan Group III to the extent not
        covered by Compensating Interest will be allocated as set forth in the
        definition of “Current Interest” herein.

       

      (h)  Subject
        to Section 3.24(c), on each Payment Date, the Securities Administrator will
        apply the Group III Principal Payment Amount for such Payment Date in the
        following manner and order of priority:

       

      (1)           For
        each Payment Date (i) prior to the Group III Stepdown Date or (ii) on which
        a
        Group III Trigger Event is in effect:

       

      (i)   To
        the Class III-A Notes, the Group III Principal Payment Amount for such Payment
        Date, until the Note Principal Balance for such Class is reduced to
        zero;

       

      (ii)  To
        the
        Note Insurer, any reimbursements for prior draws (including applicable interest)
        made under the Policy with respect to the Class III-A Notes to the extent
        not
        reimbursed out of Interest Funds related to Loan Group III;

       

      (iii)  To
        the
        Class III-M-1 Notes, from any remaining Group III Principal Payment Amount
        for
        such Payment Date, until the Note Principal Balance thereof is reduced to
        zero;

       

      (iv)  To
        the
        Class III-M-2 Notes, from any remaining Group III Principal Payment Amount
        for
        such Payment Date, until the Note Principal Balance thereof is reduced to
        zero;

       

      (v)  To
        the
        Class III-M-3 Notes, from any remaining Group III Principal Payment Amount
        for
        such Payment Date, until the Note Principal Balance thereof is reduced to
        zero;

       

      (vi)  To
        the
        Class III-M-4 Notes, from any remaining Group III Principal Payment Amount
        for
        such Payment Date, until the Note Principal Balance thereof is reduced to
        zero;

       

      (vii)  To
        the
        Class III-M-5 Notes, from any remaining Group III Principal Payment Amount
        for
        such Payment Date, until the Note Principal Balance thereof is reduced to
        zero;

       

      (viii)  To
        the
        Class III-M-6 Notes, from any remaining Group III Principal Payment Amount
        for
        such Payment Date, until the Note Principal Balance thereof is reduced to
        zero;

       

      (ix)  To
        the
        Class III-B-1 Notes, from any remaining Group III Principal Payment Amount
        for
        such Payment Date, until the Note Principal Balance thereof is reduced to
        zero;

       

      (x)  To
        the
        Note Insurer, any other amounts owed to the Note Insurer pursuant to the
        Insurance Agreement with respect to the Class III-A Notes;

       

      (xi)  To
        the
        Certificate Paying Agent for distribution to the Class III-C Certificates,
        as
        specified in the Trust Agreement, any remaining amounts up to the portion
        of the
        Class III-C Distribution Amount remaining after the distributions made pursuant
        to Section 3.02(i) below; and

       

      (xii)  To
        the
        Certificate Paying Agent for distribution to the Group III Residual
        Certificates, as specified in the Trust Agreement.

       

      (2)           For
        each Payment Date on or after the Group III Stepdown Date, so long as a Group
        III Trigger Event is not in effect:

       

      (i)   To
        the Class III-A Notes, the Class III-A Principal Payment Amount for such
        Payment
        Date, until the Note Principal Balance for each class is reduced to
        zero;

       

      (ii)  To
        the
        Note Insurer, any reimbursements for prior draws (including applicable interest)
        made under the Policy with respect to the Class III-A Notes to the extent
        not
        reimbursed out of Interest Funds related to Loan Group III;

       

      (iii)  To
        the
        Class III-M-1 Notes, from any remaining Group III Principal Payment Amount
        for
        such Payment Date, the Class III-M-1 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (iv)  To
        the
        Class III-M-2 Notes, from any remaining Group III Principal Payment Amount
        for
        such Payment Date, the Class III-M-2 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (v)  To
        the
        Class III-M-3 Notes, from any remaining Group III Principal Payment Amount
        for
        such Payment Date, the Class III-M-3 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (vi)  To
        the
        Class III-M-4 Notes, from any remaining Group III Principal Payment Amount
        for
        such Payment Date, the Class III-M-4 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (vii)  To
        the
        Class III-M-5 Notes, from any remaining Group III Principal Payment Amount
        for
        such Payment Date, the Class III-M-5 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (viii)  To
        the
        Class III-M-6 Notes, from any remaining Group III Principal Payment Amount
        for
        such Payment Date, the Class III-M-6 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (ix)  To
        the
        Class III-B-1 Notes, from any remaining Group III Principal Payment Amount
        for
        such Payment Date, the Class III-B-1 Principal Payment Amount for such Payment
        Date, until the Note Principal Balance thereof is reduced to zero;

       

      (x)  To
        the
        Note Insurer, any other amounts owed to the Note Insurer pursuant to the
        Insurance Agreement with respect to the Class III-A Notes;

       

      (xi)  To
        the
        Certificate Paying Agent for distribution to the Class III-C Certificates,
        as
        specified in the Trust Agreement, any remaining amounts up to the portion
        of the
        Class III-C Distribution Amount remaining after the distributions made pursuant
        to Section 3.02(i) below; and

       

      (xii)  To
        the
        Certificate Paying Agent for distribution to the Group III Residual
        Certificates, as specified in the Trust Agreement.

       

      (i)  Any
        Excess Cashflow with respect to Loan Group III shall be distributed in the
        following manner and order of priority:

       

      (i)  To
        the
        Class III-A Notes (a) first, any remaining Interest Carry Forward
        Amount for such Class, to the extent not fully paid pursuant to Section 3.02(g)
        and to the extent not fully paid pursuant to Section 3.24(d) and (b)
second, any Unpaid Realized Loss Amounts for such Class, to the extent
        not fully paid pursuant to Section 3.24(d);

       

      (ii)  From
        any
        remaining Group III Excess Cashflow, sequentially to the Class III-M-1, Class
        III-M-2, Class III-M-3, Class III-M-4, Class III-M-5, Class III-M-6 and Class
        III-B-1 Notes, in that order, an amount equal to any Interest Carry Forward
        Amount to the extent not fully paid pursuant to Section 3.24(d);

       

      (iii)  From
        any
        remaining Group III Excess Cashflow otherwise distributable to the Class
        III-C
        Certificates, to the Group III Basis Risk Shortfall Carry Forward Reserve
        Account, (a) first, to pay the Class III-A, Class III-M-1, Class III-M-2,
        Class
        III-M-3, Class III-M-4, Class III-M-5, Class III-M-6 and Class III-B-1 Notes
        sequentially, in that order, any Basis Risk Shortfall Carry Forward Amount
        for
        each Class of such Notes for such Payment Date, in each case, to the extent
        not
        fully paid pursuant to Section 3.24(d) and to the extent such amount exceeds
        the
        amounts then on deposit in the Group III Basis Risk Shortfall Carry Forward
        Reserve Account and (b) to maintain a balance in the Group III Basis Risk
        Shortfall Carry Forward Reserve Account equal to the Group III Basis Risk
        Shortfall Carry Forward Reserve Account Deposit;

       

      (iv)  From
        any
        remaining Group III Excess Cashflow, first, to the Class III-A Notes, and
        second, sequentially to the Class III-M-1, Class III-M-2, Class III-M-3,
        Class
        III-M-4, Class III-M-5, Class III-M-6 and Class III-B-1 Notes, in that order,
        the amount of shortfalls resulting from the application of the Relief Act
        and
        any Prepayment Interest Shortfalls allocated to such Classes of Notes, to
        the
        extent not previously reimbursed;

       

      (v)  From
        any
        remaining Group III Excess Cashflow, to the Swap Administrator for payment
        to
        the Group III Swap Provider, the amount of any Swap Termination Payment
        resulting from a Swap Provider Trigger Event not previously paid (to the
        extent
        not paid by the Swap Administrator from any upfront payment received pursuant
        to
        any replacement interest rate swap agreement that may be entered into by
        the
        Group III Supplemental Interest Trust Trustee);

       

      (vi)  From
        any
        remaining Group III Excess Cashflow, to the Certificate Paying Agent for
        distribution to the Class III-C Certificates, as specified in the Trust
        Agreement, any remaining amounts not exceeding the Class III-C Distribution
        Amount, reduced by the amounts distributed pursuant to clause (iii) above;
        and

       

      (vii)  To
        the
        Certificate Paying Agent for distribution to the Group III Residual
        Certificates, as specified in the Trust Agreement.

       

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

       

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

       

      (l)  On
        each
        Payment Date, the Certificate Paying Agent shall deposit in the Payment Account
        all amounts it received pursuant to this Section 3.02 for the purpose of
        distributing such funds to the Certificateholders. The Certificate Paying
        Agent
        shall make distributions to the Certificateholders under the Trust Agreement
        as
        directed by the Securities Administrator hereunder.

       

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

       

      (n)  The
        Note
        Principal Balance of each Note shall be due and payable in full on the related
        Final Scheduled Payment Date. All principal payments on the Notes shall be
        made
        to the Noteholders entitled thereto in accordance with the Percentage Interests
        represented by such Notes. Upon notice to the Securities Administrator by
        the
        Issuing Entity, the Securities Administrator shall notify the Person in whose
        name a Note is registered at the close of business on the Record Date preceding
        the related Final Scheduled Payment Date or other final Payment Date (including
        any final Payment Date resulting from any redemption pursuant to Sections
        8.06,
        8.07 or 8.08 hereof). Such notice shall to the extent practicable be mailed
        no
        later than five Business Days prior to such Final Scheduled Payment Date
        or
        other final Payment Date and shall specify that payment of the principal
        amount
        and any interest due with respect to such Note at the related Final Scheduled
        Payment Date or other final Payment Date will be payable only upon presentation
        and surrender of such Note and shall specify the place where such Note may
        be
        presented and surrendered for such final payment. No interest shall accrue
        on
        the Notes on or after the related Final Scheduled Payment Date or any such
        other
        final Payment Date.

       

      (o)  Notwithstanding
        the foregoing Sections 3.02(e) and 3.02(h), to the extent a Class IO
        Distribution Amount is payable from principal collections related to the
        Group
        II Mortgage Loans or the Group III Mortgage Loans, as applicable, the related
        Group II Principal Payment Amounts or Group III Principal Payment Amounts,
        as
        applicable, will be deemed paid to the most subordinate Class of related
        Notes
        and Regular Certificates then outstanding, until the Note Principal Balance
        or
        Certificate Principal Balance, as applicable, thereof has been reduced to
        zero,
        and such amount will be paid pursuant to Section 3.23(f) or 3.24(f), as
        applicable.

       

      (p)  On
        each
        Payment Date, all amounts in respect of Prepayment Charges and Prepayment
        Charge
        Waiver Amounts on the Group II Mortgage Loans and Group III Mortgage Loans
        shall
        be paid by the Securities Administrator to the Certificate Paying Agent for
        distribution to the Holders of the related Class C Certificates, provided
        that
        such distributions shall not be in reduction of the principal balance
        thereof.

       

    

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

     

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

     

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

     

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

     

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

     

    (b)  Except
      as
      otherwise provided in this Indenture, the Indenture Trustee shall not remove
      or
      permit any Custodian to remove any portion of the Trust Estate that consists
      of
      money or is evidenced by an instrument, certificate or other writing from the
      jurisdiction in which it was held at the date of the most recent Opinion of
      Counsel delivered pursuant to Section 3.04 hereof (or from the jurisdiction
      in
      which it was held as described in the Opinion of Counsel delivered on the
      Closing Date pursuant to Section 3.04(a) hereof, if no Opinion of Counsel has
      yet been delivered pursuant to Section 3.04(b) hereof), unless the Indenture
      Trustee shall have first received an Opinion of Counsel to the effect that
      the
      lien and security interest created by this Indenture with respect to such
      property will continue to be maintained after giving effect to such action
      or
      actions.

     

    The
      Issuing Entity hereby designates the Securities Administrator its agent and
      attorney-in-fact to sign any financing statement, continuation statement or
      other instrument required to be signed pursuant to this Section 3.03 upon the
      Issuing Entity’s preparation thereof and delivery to the Indenture
      Trustee.

     

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

     

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

     

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

     

    (b)  The
      Issuing Entity, with the consent of the Note Insurer so long as no Note Insurer
      Default exists, may contract with other Persons to assist it in performing
      its
      duties under this Indenture, and any performance of such duties by a Person
      identified to the Indenture Trustee in an Officer’s Certificate of the Issuing
      Entity shall be deemed to be action taken by the Issuing Entity.

     

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

     

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

     

    (e)  The
      Issuing Entity will perform and observe all of its obligations and agreements
      contained in this Indenture, the Basic Documents and in the instruments and
      agreements included in the Trust Estate and take such other actions, all as
      may
      be required to have the Trust Estate qualify as one or more REMICs formed
      pursuant to the Indenture.

     

    Section
      3.06  Negative
      Covenants.
      So long
      as any Notes are Outstanding, the Issuing Entity shall not:

     

    (i)  except
      as
      expressly permitted by this Indenture, sell, transfer, exchange or otherwise
      dispose of the Trust Estate without the consent of the Note Insurer (if
      applicable);

     

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

     

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

     

    (iv)  take
      any
      action or fail to take any action that would cause any REMIC created hereunder
      to cease to qualify as a REMIC or result in an imposition of tax on the Issuing
      Entity (including, but not limited to, the tax on prohibited transactions under
      Section 860F of the Code).

     

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

     

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

     

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

     

    Section
      3.08  Representations
      and Warranties Concerning the Mortgage Loans.
      The
      Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the
      representations and warranties made by the Seller in the Mortgage Loan Purchase
      Agreement concerning the Seller and the Mortgage Loans. If a Responsible Officer
      of the Indenture Trustee has actual knowledge of any breach of any
      representation or warranty made by the Seller in the Mortgage Loan Purchase
      Agreement, or any Subsequent Mortgage Loan Purchase Agreement, the Indenture
      Trustee shall promptly notify the Seller and the Note Insurer of such finding
      and of the Seller’s obligation to cure such defect or substitute for or
      repurchase the related Mortgage Loan. 

     

    Section
      3.09  Investment
      Company Act.
      The
      Issuing Entity shall not become an “investment company” or be under the
“control” of an “investment company” as such terms are defined in the Investment
      Company Act of 1940, as amended (or any successor or amendatory statute), and
      the rules and regulations thereunder (taking into account not only the general
      definition of the term “investment company” but also any available exceptions to
      such general definition); provided, however, that the Issuing Entity shall
      be in
      compliance with this Section 3.09 if it shall have obtained an order exempting
      it from regulation as an “investment company” so long as it is in compliance
      with the conditions imposed in such order.

     

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

     

    Section
      3.11  No
      Borrowing.
      The
      Issuing Entity shall not issue, incur, assume, guarantee or otherwise become
      liable, directly or indirectly, for any indebtedness except for the Notes under
      this Indenture and amounts due to the Note Insurer.

     

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

     

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

     

    Section
      3.14  Determination
      of Note Interest Rate. 

     

    On
      each
      Interest Determination Date other than first Interest Determination Date for
      which One-Month LIBOR shall be 5.32%, the Securities Administrator shall
      determine One-Month LIBOR and the related Note Interest Rate for each Class
      of
      Notes for the following Accrual Period and shall make such rate available to
      the
      Issuing Entity, the Indenture Trustee, the Master Servicer, the Note Insurer
      and
      the Depositor. The establishment of One-Month LIBOR on each Interest
      Determination Date by the Securities Administrator and the Securities
      Administrator’s calculation of the rate of interest applicable to each Class of
      Notes for the related Accrual Period shall (in the absence of manifest error)
      be
      final and binding.

     

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

     

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

     

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

     

    Section
      3.18  Certain
      Representations Regarding the Trust Estate. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      3.19  Allocation
      of Group I Charge-Off Amounts; Charged Off HELOCs. 

     

    (a)  On
      or
      prior to each Payment Date, the Master Servicer shall determine, based solely
      on
      information provided to it by the Servicer the amount of any Group I Charge-Off
      Amount that occurred during the immediately preceding calendar
      month.

     

    (b)  The
      Floating Allocation Percentage of Group I Charge-Off Amounts on the Group I
      HELOCs will be applied on any Payment Date as follows:

     

    first,
      to any
      available Group I Interest Collection Amount through an increase in the Group
      I
      Overcollateralization Amount as provided in Section 3.02(a)(v) hereof;
      and

     

    second,
      in
      reduction of the Group I Overcollateralization Amount until reduced to
      zero.

     

    (c)  If
      on any
      Payment Date, as a result of the Group I Charge-Off Amounts, the aggregate
      Note
      Principal Balance of the Group I Notes exceeds the Group I Invested Amount
      as of
      the last day of the related Collection Period, such excess shall be allocated
      to
      the Group I Notes in the following order:

     

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

     

    second,
      to the
      Class I-M-4 Notes, until the Note Principal Balance thereof has been reduced
      to
      zero; 

     

    third,
      to the
      Class I-M-3 Notes, until the Note Principal Balance thereof has been reduced
      to
      zero;

     

    fourth,
      to the
      Class I-M-2 Notes, until the Note Principal Balance thereof has been reduced
      to
      zero; 

     

    fifth,
      to the
      Class I-M-1 Notes, until the Note Principal Balance thereof has been reduced
      to
      zero; and

     

    sixth,
      to the
      Class I-A Notes, until the Note Principal Balance thereof has been reduced
      to
      zero.

     

    (d)  Once
      Group I Charge-Off Amounts have been allocated to a Class of Group I Notes,
      such
      amounts with respect to such Group I Notes will no longer accrue interest nor
      will such amounts in respect of interest be reinstated thereafter.

     

    (e)  Group
      I
      Charge-Off Amounts shall be allocated on the Payment Date in the month following
      the month in which such loss was incurred and, in the case of the principal
      portion thereof, after giving effect to distributions made on such Payment
      Date.

     

    (f)  In
      the
      event that any Servicer receives any Group I Subsequent Recoveries, such Group
      I
      Subsequent Recoveries shall be remitted to the Master Servicer and then
      distributed by the Securities Administrator pursuant to Section 3.02 of this
      Indenture.

     

    (g)  In
      addition, the related Servicer must charge off a Group I HELOC at the time
      such
      Group I HELOC becomes 180 days delinquent unless the related Servicer reasonably
      believes that it may be able to obtain a net recovery through foreclosure
      proceedings or other conversion of the related Group I HELOC in accordance
      with
      the related Servicer’s servicing practices in effect for all similar loans
      serviced by such Servicer. Once a Group I HELOC is charged off, the related
      Servicer will not be entitled to any additional Servicing Fee for such Group
      I
      HELOC, except to the extent of any unpaid Servicing Fees and expenses which
      will
      be reimbursable from any recoveries on such Group I HELOC, and the Group I
      HELOC
      will be treated as a liquidated Group I HELOC. 

     

    Unless
      specific Group I Subsequent Recoveries are anticipated by the related Servicer
      on a particular Group I HELOC that is charged off as set forth in the preceding
      paragraph, such charged off Group I HELOC will be released from the Trust Estate
      related to the Group I HELOCs, and will be transferred to the Class I-X
      Certificateholders. If any Group I Subsequent Recoveries are anticipated on
      such
      Group I Charged-Off HELOC, the release of such Group I HELOC from the Trust
      Estate related to the Group I HELOCs will be delayed until the Payment Date
      after receipt of such Group I Subsequent Recoveries. After the release of a
      Group I Charged-Off HELOC, the Class I-X Certificateholders will be entitled
      to
      any amounts subsequently received in respect of any such released Group I
      Charged-Off HELOC, subject to any fees or expenses owed to the related Servicer.
      Such Class I-X Certificateholder may designate any servicer to service any
      such
      released Group I Charged-Off HELOC and the Class I-X Certificateholder may
      sell
      any such released Group I Charged-Off HELOC to a third party. To the extent
      the
      servicing of such released Group I Charged-Off HELOC is not transferred from
      the
      related Servicer, the servicing of such released Group I Charged-Off HELOC
      and
      the fees therefor shall be governed by a separate servicing agreement under
      terms similar to the Sale and Servicing Agreement or the related Servicing
      Agreement.

    


    The
      Class
      I-S Floating Allocation Percentage of Group I Charge-Off Amounts on the Group
      I
HELOCS
      shall be
      applied on any Payment Date to the Class I-S Certificates.

    


    Section
      3.20  Allocation
      of Group II Realized Losses. All Realized Losses on the Group II Mortgage
      Loans shall be allocated by the Securities Administrator on each Payment Date
      as
      follows: first, to the Group II Excess Spread as part of the payment in respect
      of the related Principal Payment Amount for such Payment Date; second, to the
      Class II-C Certificates, until the Certificate Principal Balance thereof has
      been reduced to zero; third, to the Class II-M Notes and Class II-B Notes,
      beginning with the Class II-B Notes and then proceeding to each Class of Class
      II-M Notes with the next lowest payment priority, in each case until the Note
      Principal Balance of each Class of related Subordinate Notes has been reduced
      to
      zero, and fourth, to the Class II-A Notes, until the Note Principal Balance
      thereof has been reduced to zero. All Realized Losses to be allocated to the
      Note Principal Balances of all Classes on any Payment Date shall be so allocated
      after the actual payments to be made on such date as provided above. All
      references above to the Note Principal Balance of any Class of Notes shall
      be to
      the Note Principal Balance of such Class immediately prior to the relevant
      Payment Date, before reduction thereof by any Group II Realized Losses, in
      each
      case to be allocated to such Class of Notes, on such Payment Date.

    
       

      Any
        allocation of Group II Realized Losses to a related Class of Notes or the
        Class
        II-C Certificates, as applicable, on any Payment Date shall be made by reducing
        the Note Principal Balance or Certificate Principal Balance, as applicable,
        thereof by the amount so allocated; any allocation of Group II Realized Losses
        to the Group II Excess Spread shall be made by reducing the amount otherwise
        payable in respect of the Class II-C Certificates pursuant to Section
        3.02(f).

       

      Once
        Realized Losses have been allocated to a Class of Class II-A, Class II-M
        or
        Class II-B Notes, such amounts with respect to such Notes will no longer
        accrue
        interest nor will such amounts in respect of interest be reinstated
        thereafter.

       

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

       

      Section 3.21  Allocation
        of Group III Realized Losses. All Realized Losses on the Group III Mortgage
        Loans shall be allocated by the Securities Administrator on each Payment
        Date as
        follows: first, to the Group III Excess Spread as part of the payment in
        respect
        of the related Principal Payment Amount for such Payment Date; second, to
        the
        Class III-C Certificates, until the Certificate Principal Balance thereof
        has
        been reduced to zero; third, to the Class III-M Notes and Class III-B Notes,
        beginning with the Class III-B Notes and then proceeding to each Class of
        Class
        III-M Notes with the next lowest payment priority, in each case until the
        Note
        Principal Balance of each Class of related Subordinate Notes has been reduced
        to
        zero, and fourth, to the Class III-A Notes, until the Note Principal Balance
        thereof has been reduced to zero. All Realized Losses to be allocated to
        the
        Note Principal Balances of all Classes on any Payment Date shall be so allocated
        after the actual payments to be made on such date as provided above. All
        references above to the Note Principal Balance of any Class of Notes shall
        be to
        the Note Principal Balance of such Class immediately prior to the relevant
        Payment Date, before reduction thereof by any Group III Realized Losses,
        in each
        case to be allocated to such Class of Notes, on such Payment Date.

       

      Any
        allocation of Group III Realized Losses to a related Class of Notes or the
        Class
        III-C Certificates, as applicable, on any Payment Date shall be made by reducing
        the Note Principal Balance or Certificate Principal Balance, as applicable,
        thereof by the amount so allocated; any allocation of Group III Realized
        Losses
        to the Group III Excess Spread shall be made by reducing the amount otherwise
        payable in respect of the Class III-C Certificates pursuant to Section
        3.02(i).

       

      Once
        Realized Losses have been allocated to a Class of Class III-A, Class III-M
        or
        Class III-B Notes, such amounts with respect to such Notes will no longer
        accrue
        interest nor will such amounts in respect of interest be reinstated
        thereafter.

       

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

       

      Section 3.22  Claims
        on the Policy; Policy Payments Account.

       

      (a)  The
        Securities Administrator shall establish the Policy Payments
        Account.  The Securities Administrator shall deposit upon receipt any
        amount paid under the Policy in the Policy Payments Account and use that
        amount
        only to pay the related Class A Notes the principal or interest payments
        for
        which a claim was made.  Such amount may not be applied to satisfy any
        costs, expenses, or liabilities of the Master Servicer, the Securities
        Administrator, the Indenture Trustee, the related Swap Provider or the Issuing
        Entity (other than payments of principal and interest on the related Class
        A
        Notes). Amounts paid under the Policy, to the extent needed to pay any principal
        or interest payments, shall be transferred to the Payment Account on the
        related
        Payment Date, and the portion thereof representing the principal or interest
        payments shall be disbursed by the Securities Administrator to the Holders
        of
        the related Class A Notes, in each case as if it were a payment to such
        Noteholders pursuant to Section 3.02.  Payments from draws on the
        Policy need not be made by checks or wire transfers separate from the checks
        or
        wire transfers used to pay other payments to the Holders of the related Class
        A
        Notes.  However, the amount of any payment of principal of or interest
        on the related Class A Notes to be paid from funds transferred from the Policy
        Payments Account shall be noted as provided in paragraph (d) below and in
        the
        statement to be furnished to Holders of the Notes pursuant to Section
        7.04.  Funds held in the Policy Payments Account shall not be
        invested. Any funds remaining in the Policy Payments Account on the first
        Business Day following the later of the Payment Date and the Business Day
        after
        the day on which a payment on the Policy has been paid to the Holders of
        the
        related Class A Notes shall be returned to the Note Insurer, pursuant to
        the
        instructions of the Note Insurer, by the end of the Business Day.

       

      (b)  If
        the
        Securities Administrator has determined that an Insured Amount is required
        to be
        paid under the Policy with respect to a Payment Date, it shall deliver a
        notice
        of claim and certificate (substantially in the form of the Payment Notice
        under
        Certificate Guaranty Insurance Policy No. AB1075BE included as Exhibit A
        to the
        Policy Endorsement) to the Note Insurer no later than 12:00 noon, New York,
        New
        York City time on the second Business Day preceding the Payment Date and
        shall
        provide a copy of such notice to the Master Servicer at the time the Payment
        Notice is delivered to the Note Insurer.  That notice (substantially
        in the form of the Payment Notice under Certificate Guaranty Insurance Policy
        No. AB1075BE included as Exhibit A to the Policy Endorsement) shall constitute
        a
        claim for payment pursuant to the Policy.

       

      (c)  If
        the
        Securities Administrator receives a certified copy of a final order of a
        court
        exercising jurisdiction with respect to a Preference Amount (as defined in
        the
        Policy) (an “Order”) that any prior payment made on the related Class A Notes
        constitutes a Preference Amount (as defined in the Policy), the Securities
        Administrator shall so notify the Note Insurer, shall comply with the Policy
        to
        obtain payment by the Note Insurer of the Preference Amount, and shall, at
        the
        time it provides notice to the Note Insurer, notify each
        Holder of the affected Notes by mail that, subject to the terms of the Policy,
        the Note Insurer will disburse the Preference Amount directly to the receiver,
        conservator, debtor-in-possession, or trustee in bankruptcy named in the
        Order
        (unless a Holder of the related Class A Notes has provided evidence satisfactory
        to the Note Insurer that it has previously paid such amount to the receiver,
        conservator, debtor-in-possession or trustee in bankruptcy named in the Order,
        in which case such payment shall be disbursed to the Securities Administrator)
        by 12:00 noon, New York City time on the third Business Day following the
        delivery to the Securities Administrator on behalf of the Noteholder of (1)
        a
        certified copy of the Order to the effect that the Securities Administrator
        or
        such Noteholder, as applicable, is required to return such Preference Amount
        or
        portion thereof because such payment was avoided, (2) a certificate that
        the
        Order has been entered and is not subject to any stay under applicable law,
        with
        respect to which order the appeal period has expired without an appeal having
        been filed, (3) an assignment in form and substance satisfactory to the Note
        Insurer, properly completed and executed and delivered by a Holder of the
        related Class A Notes irrevocably assigning to the Note Insurer all rights
        and
        claims of such Holder relating to or arising under such Preference Amount,
        and
        (3) a payment notice in the form of Exhibit A to the Policy appropriately
        completed and executed by the Securities Administrator. If the documents
        are
        received after 12:00 noon, New York City time, on a Business Day, they will
        be
        considered received on the following Business Day.

       

      A
        copy of the Policy shall be made
        available to each affected Class A Noteholder through the Securities
        Administrator, and the Securities Administrator shall furnish to the Note
        Insurer a copy of its records evidencing the payments that have been made
        by the
        Securities Administrator in respect of any Preference Amounts paid by the
        Note
        Insurer and the dates on which the payments were made.

       

      (d)  The
        Securities Administrator shall keep a complete and accurate record of the
        amount
        of interest and principal paid on the related Class A Notes from moneys received
        under the Policy.  The Note Insurer may inspect the records at
        reasonable times during normal business hours on two Business Days’ notice to
        the Securities Administrator.

       

      (e)  The
        Holders of the related Class A Notes are not entitled to institute proceedings
        directly against the Note Insurer. Each Holder of the related Class A Notes,
        by
        its purchase of related Class A Notes, agrees that the Note Insurer may at
        any
        time during the continuation of any proceeding relating to a Preference Amount,
        direct all matters relating to the Preference Amount on its behalf, including
        the direction of any appeal of any order relating to the preference claim
        and
        the posting of any surety, supersedeas, or performance bond pending any
        appeal.

       

      (f)  Any
        payments to the Note Insurer shall be made by wire transfer of immediately
        available funds to the following Federal Reserve Account (until the Note
        Insurer
        notifies the Securities Administrator of a change in the account
        information):

       

      Ambac
        Assurance Corporation

      Citibank,
        N.A. (ABA No.: 021000089)

      Account
        No. 40609486

      Reference:
        Policy No. AB1075BE

      


      (g)  The
        Securities Administrator shall, upon retirement of the related Class A Notes,
        furnish to the Note Insurer a notice of the retirement, and, after retirement
        of
        the related Class A Notes and the expiration of the term of the Policy,
        surrender the Policy to the Note Insurer for cancellation.

       

      (h)  The
        Securities Administrator shall hold the Policy in trust as agent for the
        Holders
        of the related Class A Notes for the purpose of making claims on the Policy
        and
        distributing the proceeds of claims on the Policy.  Each Holder of the
        related Class A Notes, by accepting its Class A Notes, irrevocably appoints
        the
        Securities Administrator as attorney-in-fact to make claims on the Policy
        and to
        sign on its behalf any certification required with respect to any Payment
        Notice
        under the Policy.

       

      (i)  Anything
        in this Indenture to the contrary notwithstanding, any payment with respect
        to
        principal of or interest on the related Class A Notes that is made with money
        received pursuant to the Policy shall not be considered payment of the related
        Class A Notes from the Issuing Entity. The Depositor, the Master Servicer,
        the
        Indenture Trustee and the Securities Administrator acknowledge, and each
        Holder
        of the related Class A Notes by its acceptance of such Class A Note agrees
        that,
        without the need for any further action on the part of the Note Insurer,
        the
        Depositor, the Master Servicer, the Indenture Trustee, the Securities
        Administrator, or the Note Registrar :

       

      (i)  to
        the
        extent the Note Insurer makes payments, directly or indirectly, on account
        of
        principal of or interest on the related Class A Notes to the related
        Noteholders, the Note Insurer shall be fully subrogated to, and each such
        Noteholder hereby delegates and assigns to the Note Insurer, to the fullest
        extent permitted by law, the rights of such Noteholders to receive such
        principal and interest from the Issuing Entity, and

       

      (ii)  the
        Note
        Insurer shall be paid such amounts from the sources and in the manner provided
        in this Indenture for the payment of such amounts and as provided in this
        Indenture until full reimbursement of all Insured Amounts (as defined in
        the
        Policy) and Preference Amounts (together with interest thereon at the Late
        Payment Rate from the date paid by the Note Insurer until the date of their
        reimbursement).

       

      The
        Securities Administrator and the Master Servicer shall cooperate in all respects
        with any reasonable request by the Note Insurer for action to preserve or
        enforce the Note Insurer’s rights or interests under this Indenture (without
        limiting the rights or affecting the interests of the Holders of the related
        Class A Notes as otherwise provided in this Indenture).

      


      Section 3.23  Group
        II Basis Risk Shortfall Carry Forward Reserve Account; Payments to and from
        Swap
        Administrator with respect to the Group II Swap Agreement; Group II Supplemental
        Interest Trust.

       

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

       

      (b)  On
        or
        before the Closing Date, the Securities Administrator shall establish a Group
        II
        Basis Risk Shortfall Carry Forward Reserve Account on behalf of the Holders
        of
        the Group II Notes and Class II-C Certificates.  On the Closing Date,
        the Depositor shall cause an amount equal to the Group II Basis Risk Shortfall
        Carry Forward Reserve Account Deposit to be deposited into the Group II Basis
        Risk Shortfall Carry Forward Reserve Account.  The Group II Basis Risk
        Shortfall Carry Forward Reserve Account must be an Eligible
        Account.  The Group II Basis Risk Shortfall Carry Forward Reserve
        Account shall be entitled “Group II Basis Risk Shortfall Carry Forward Reserve
        Account, LaSalle Bank National Association as Securities Administrator for
        the
        benefit of holders of Bear Stearns Second Lien Trust, Mortgage-Backed Notes,
        Series 2007-1”. The Securities Administrator shall deposit in the Group II Basis
        Risk Shortfall Carry Forward Reserve Account all payments received from the
        Swap
        Administrator that are payable to the Trust Fund with respect to Loan Group
        II
        pursuant to the Swap Administration Agreement. On each Payment Date the
        Securities Administrator shall remit such amounts received from the Swap
        Administrator to the Holders of the Group II Notes in the manner provided
        in
        clause (d) below.  In addition, on each Payment Date as to which there
        is a Basis Risk Shortfall Carry Forward Amount payable to any Class II-A,
        Class
        II-M or Class II-B Notes, the Securities Administrator shall deposit the
        amounts
        payable pursuant Section 3.02(f)(iii) into the Group II Basis Risk Shortfall
        Carry Forward Reserve Account, and the Securities Administrator has been
        directed by the Class II-C Certificateholders to pay any amounts then on
        deposit
        in the Group II Basis Risk Shortfall Carry Forward Reserve Account to the
        Holders of the Class II-A, Class II-M or Class II-B Notes in respect of the
        Basis Risk Shortfall Carry Forward Amounts for each such Class in the priorities
        set forth in Section 3.02(f)(iii).  Any amount paid to the Holders of
        Class II-A, Class II-M or Class II-B Notes from amounts payable pursuant
        to
        Section 3.02(f)(iii) pursuant to the preceding sentence in respect of Basis
        Risk
        Shortfall Carry Forward Amounts shall be treated as distributed to the Class
        II-C Certificateholders in respect of the Class II-C Certificates and paid
        by
        the Class II-C Certificateholder to the Holders of the Class II-A, Class
        II-M or
        Class II-B Notes.  Any payments to the Holders of the Class II-A,
        Class II-M or Class II-B Notes in respect of Basis Risk Shortfall Carry Forward
        Amounts, whether pursuant to the second preceding sentence or pursuant to
        clause
        (d) below, shall not be payments with respect to a Regular Interest in a
        REMIC
        within the meaning of Section 860G(a)(1) of the Code.

       

      (c)  Group
        II
        Net Swap Payments and Group II Swap Termination Payments (other than Group
        II
        Swap Termination Payments resulting from a Group II Swap Provider Trigger
        Event
        and other than to the extent already paid by the Swap Administrator on behalf
        of
        the Group II Supplemental Interest Trust Trustee from any upfront payment
        received pursuant to any related replacement interest rate swap agreement
        that
        may be entered into by the Group II Supplemental Interest Trust Trustee)
        payable
        by the Swap Administrator, on behalf of the Group II Supplemental Interest
        Trust
        Trustee, to the Group II Swap Provider pursuant to the Group II Swap Agreement
        shall be deducted from Interest Funds with respect to Loan Group II, and
        to the
        extent of any such remaining amounts due, from Principal Funds with respect
        to
        Loan Group II, prior to any distributions to the Group II Noteholders. On
        or
        before each Payment Date, such amounts shall be remitted to the Swap
        Administrator, and deposited into the Group II Swap Account, first to make
        any
        Group II Net Swap Payment owed to the Group II Swap Provider pursuant to
        the
        Group II Swap Agreement for such Payment Date and for prior Payment Dates,
        if
        any, and second to make any Group II Swap Termination Payment (not due to
        a
        Group II Swap Provider Trigger Event and other than to the extent already
        paid
        by the Swap Administrator on behalf of the Group II Supplemental Interest
        Trust
        Trustee from any upfront payment received pursuant to any related replacement
        interest rate swap agreement that may be entered into by the Group II
        Supplemental Interest Trust Trustee) owed to the Group II Swap Provider pursuant
        to the Group II Swap Agreement for such Payment Date and for prior Payment
        Dates, if any. For federal income tax purposes, such amounts paid to the
        Group
        II Supplemental Interest Trust on each Payment Date shall first be deemed
        paid
        to the Group II Supplemental Interest Trust in respect of the Class II-IO
        Interest to the extent of the amount payable on such Class II-IO Interest
        on
        such Payment Date, and any remaining amount shall be deemed paid to the Group
        II
        Supplemental Interest Trust in respect of a Group II Class IO Distribution
        Amount.  Any Group II Swap Termination Payment triggered by a Group II
        Swap Provider Trigger Event owed to the Group II Swap Provider pursuant to
        the
        Group II Swap Agreement will be subordinated to payments to the Holders of
        the
        Class II-A, Class II-M and Class II-B Notes and shall be paid as set forth
        under
        Section 3.02(f)(v). In addition, the Swap Administrator shall remit to the
        Group
        II Swap Provider any Group II Swap Optional Termination Payment paid as part
        of
        the Group II Mortgage Loan Purchase Price and remitted to the Group II
        Supplemental Interest Trust pursuant to Section 8.07.

       

      (d)  On
        or
        before each Payment Date, Group II Net Swap Payments payable by the Group
        II
        Swap Provider pursuant to the Group II Swap Agreement to the Swap Administrator,
        on behalf of the Group II Supplemental Interest Trust Trustee, will be deposited
        by the Swap Administrator, acting on behalf of the Group II Supplemental
        Interest Trust Trustee, into the Group II Swap Account pursuant to the Swap
        Administration Agreement. The Swap Administrator shall, to the extent provided
        in the Swap Administration Agreement, remit amounts on deposit in the Group
        II
        Swap Account to the Supplemental Interest Trust Trustee for deposit into
        the
        Group II Basis Risk Shortfall Carry Forward Reserve Account.  On each
        Payment Date, to the extent required, the Group II Supplemental Interest
        Trust
        Trustee shall withdraw such amounts from the Group II Basis Risk Shortfall
        Carry
        Forward Reserve Account to pay to the Class II-A, Class II-M and Class II-B
        Notes in the following order of priority:

       

      (i)  first,
        to the Class II-A Notes, to pay related Current Interest and any related
        Interest Carry Forward Amount to the extent due to the interest portion of
        a
        related Realized Loss, in each case to the extent not fully paid pursuant
        to
        Section 3.02(d);

       

      (ii)  second,
        sequentially to the Class II-M-1, Class II-M-2, Class II-M-3, Class II-M-4,
        Class II-M-5, Class II-M-6 and Class II-B-1 Notes, in that order, to pay
        related
        Current Interest to the extent not fully paid pursuant to Section 3.02(d)
        and
        any related Interest Carry Forward Amount, in each case to the extent due
        to the
        interest portion of a related Realized Loss;

       

      (iii)  third,
        to pay first, to the Class II-A Notes, and second, sequentially to the Class
        II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6
        and
        Class II-B-1 Notes, in that order, any related Basis Risk Shortfall Carry
        Forward Amounts for such Payment Date; and

       

      (iv)  fourth,
        to pay as principal to the Class II-A, Class II-M and Class II-B Notes to
        be
        applied as part of the Group II Principal Payment Amount payable under Section
        3.02 to the extent that the Group II Overcollateralization Amount is reduced
        below the Group II Overcollateralization Target Amount, as a result of related
        Realized Losses and to the extent not paid by Group II Excess Spread pursuant
        to
        Section 3.02 for such Payment Date. For the avoidance of doubt, any amounts
        payable pursuant to this clause (iv) shall be limited to rebuilding
        overcollateralization related to Loan Group II to the extent
        overcollateralization has been reduced through Group II Realized
        Losses.

       

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

       

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

       

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

       

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

       

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

       

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

       

      Section 3.24  Group
        III Basis Risk Shortfall Carry Forward Reserve Account; Payments to and from
        Swap Administrator with respect to the Group III Swap Agreement; Group III
        Supplemental Interest Trust.

       

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

       

      (b)  On
        or
        before the Closing Date, the Securities Administrator shall establish a Group
        III Basis Risk Shortfall Carry Forward Reserve Account on behalf of the Holders
        of the Group III Notes and Class III-C Certificates.  On the Closing
        Date, the Depositor shall cause an amount equal to the Group III Basis Risk
        Shortfall Carry Forward Reserve Account Deposit to be deposited into the
        Group
        III Basis Risk Shortfall Carry Forward Reserve Account.  The Group III
        Basis Risk Shortfall Carry Forward Reserve Account must be an Eligible
        Account.  The Group III Basis Risk Shortfall Carry Forward Reserve
        Account shall be entitled “Group III Basis Risk Shortfall Carry Forward Reserve
        Account, LaSalle Bank National Association as Securities Administrator for
        the
        benefit of holders of Bear Stearns Second Lien Trust, Mortgage-Backed Notes,
        Series 2007-1”. The Securities Administrator shall deposit in the Group III
        Basis Risk Shortfall Carry Forward Reserve Account all payments received
        from
        the Swap Administrator that are payable to the Trust Fund with respect to
        Loan
        Group III pursuant to the Swap Administration Agreement. On each Payment
        Date
        the Securities Administrator shall remit such amounts received from the Swap
        Administrator to the Holders of the Group III Notes in the manner provided
        in
        clause (d) below.  In addition, on each Payment Date as to which there
        is a Basis Risk Shortfall Carry Forward Amount payable to any Class III-A,
        Class
        III-M or Class III-B Notes, the Securities Administrator shall deposit the
        amounts payable pursuant Section 3.02(i)(iii) into the Group III Basis Risk
        Shortfall Carry Forward Reserve Account, and the Securities Administrator
        has
        been directed by the Class III-C Certificateholders to pay any amounts then
        on
        deposit in the Group III Basis Risk Shortfall Carry Forward Reserve Account
        to
        the Holders of the Class III-A, Class III-M or Class III-B Notes in respect
        of
        the Basis Risk Shortfall Carry Forward Amounts for each such Class in the
        priorities set forth in Section 3.02(i)(iii).  Any amount paid to the
        Holders of Class III-A, Class III-M or Class III-B Notes from amounts payable
        pursuant to Section 3.02(i)(iii) pursuant to the preceding sentence in respect
        of Basis Risk Shortfall Carry Forward Amounts shall be treated as distributed
        to
        the Class III-C Certificateholders in respect of the Class III-C Certificates
        and paid by the Class III-C Certificateholder to the Holders of the Class
        III-A,
        Class III-M or Class III-B Notes.  Any payments to the Holders of the
        Class III-A, Class III-M or Class III-B Notes in respect of Basis Risk Shortfall
        Carry Forward Amounts, whether pursuant to the second preceding sentence
        or
        pursuant to clause (d) below, shall not be payments with respect to a Regular
        Interest in a REMIC within the meaning of Section 860G(a)(1) of the
        Code.

       

      (c)  Group
        III
        Net Swap Payments and Group III Swap Termination Payments (other than Group
        III
        Swap Termination Payments resulting from a Group III Swap Provider Trigger
        Event
        and other than to the extent already paid by the Swap Administrator on behalf
        of
        the Group III Supplemental Interest Trust Trustee from any upfront payment
        received pursuant to any related replacement interest rate swap agreement
        that
        may be entered into by the Group III Supplemental Interest Trust Trustee)
        payable by the Swap Administrator, on behalf of the Group III Supplemental
        Interest Trust Trustee, to the Group II Swap Provider pursuant to the Group
        III
        Swap Agreement shall be deducted from Interest Funds with respect to Loan
        Group
        III, and to the extent of any such remaining amounts due, from Principal
        Funds
        with respect to Loan Group III, prior to any distributions to the Group III
        Noteholders. On or before each Payment Date, such amounts shall be remitted
        to
        the Swap Administrator, and deposited into the Group III Swap Account, first
        to
        make any Group III Net Swap Payment owed to the Group III Swap Provider pursuant
        to the Group III Swap Agreement for such Payment Date and for prior Payment
        Dates, if any, and second to make any Group III Swap Termination Payment
        (not
        due to a Group III Swap Provider Trigger Event and other than to the extent
        already paid by the Swap Administrator on behalf of the Group III Supplemental
        Interest Trust Trustee from any upfront payment received pursuant to any
        related
        replacement interest rate swap agreement that may be entered into by the
        Group
        III Supplemental Interest Trust Trustee) owed to the Group III Swap Provider
        pursuant to the Group III Swap Agreement for such Payment Date and for prior
        Payment Dates, if any. For federal income tax purposes, such amounts paid
        to the
        Group III Supplemental Interest Trust on each Payment Date shall first be
        deemed
        paid to the Group III Supplemental Interest Trust in respect of the Class
        III-IO
        Interest to the extent of the amount payable on such Class III-IO Interest
        on
        such Payment Date, and any remaining amount shall be deemed paid to the Group
        III Supplemental Interest Trust in respect of a Group III Class IO Distribution
        Amount.  Any Group III Swap Termination Payment triggered by a Group
        III Swap Provider Trigger Event owed to the Group III Swap Provider pursuant
        to
        the Group III Swap Agreement will be subordinated to payments to the Holders
        of
        the Class III-A, Class III-M and Class III-B Notes and shall be paid as set
        forth under Section 3.02(i)(v). In addition, the Swap Administrator shall
        remit
        to the Group III Swap Provider any Group III Swap Optional Termination Payment
        paid as part of the Group III Mortgage Loan Purchase Price and remitted to
        the
        Group III Supplemental Interest Trust pursuant to Section 8.08.

       

      (d)  On
        or
        before each Payment Date, Group III Net Swap Payments payable by the Group
        III
        Swap Provider pursuant to the Group III Swap Agreement to the Swap
        Administrator, on behalf of the Group III Supplemental Interest Trust Trustee,
        will be deposited by the Swap Administrator, acting on behalf of the Group
        III
        Supplemental Interest Trust Trustee, into the Group III Swap Account pursuant
        to
        the Swap Administration Agreement. The Swap Administrator shall, to the extent
        provided in the Swap Administration Agreement, remit amounts on deposit in
        the
        Group III Swap Account to the Supplemental Interest Trust Trustee for deposit
        into the Group III Basis Risk Shortfall Carry Forward Reserve
        Account.  On each Payment Date, to the extent required, the Group III
        Supplemental Interest Trust Trustee shall withdraw such amounts from the
        Group
        III Basis Risk Shortfall Carry Forward Reserve Account to pay to the Class
        III-A, Class III-M and Class III-B Notes in the following order of
        priority:

       

      (i)  first,
        to the Class III-A Notes, to pay related Current Interest and any related
        Interest Carry Forward Amount to the extent due to the interest portion of
        a
        related Realized Loss, in each case to the extent not fully paid pursuant
        to
        Section 3.02(g);

       

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

       

      (iii)  third,
        to pay first, to the Class III-A Notes, and second, sequentially to the Class
        III-M-1, Class III-M-2, Class III-M-3, Class III-M-4, Class III-M-5, Class
        III-M-6 and Class III-B-1 Notes, in that order, any related Basis Risk Shortfall
        Carry Forward Amounts for such Payment Date; and

       

      (iv)  fourth,
        to pay as principal to the Class III-A, Class III-M and Class III-B Notes
        to be
        applied as part of the Group III Principal Payment Amount payable under Section
        3.02 to the extent that the Group III Overcollateralization Amount is reduced
        below the Group III Overcollateralization Target Amount, as a result of related
        Realized Losses and to the extent not paid by Group III Excess Spread pursuant
        to Section 3.02 for such Payment Date. For the avoidance of doubt, any amounts
        payable pursuant to this clause (iv) shall be limited to rebuilding
        overcollateralization related to Loan Group III to the extent
        overcollateralization has been reduced through Group III Realized
        Losses.

       

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

       

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

       

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

       

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

       

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

       

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

       

      Section 3.25  Tax
        Treatment of Class IO Distribution Amounts in the Event of Resecuritization
        of
        Group II Notes or Group III Notes.

       

      In
        the
        event that any Group II Note or Group III Note is resecuritized in a REMIC
        (the
“Resecuritization REMIC”), for federal income tax purposes, (i) payments on the
        REMIC V Regular Interest corresponding to such Group II Note or Group III
        Note
        shall, for the avoidance of doubt, be deemed to include the related Class
        IO
        Distribution Amount, and (ii) to the extent provided in the operative documents
        for the Resecuritization REMIC, (a) payments on the “regular interests” issued
        by the Resecuritization REMIC shall be deemed to include in the aggregate
        such
        Class IO Distribution Amount, and (b) such Class IO Distribution Amount shall
        be
        deemed paid to the Holder of the related Class C Certificates pursuant to
        a
        notional principal contract entered into by the holders of one or more “regular
        interests” issued by the Resecuritization REMIC (“Resecuritization Holders”) and
        the Holder of the related Class C Certificates. In such event, Class IO
        Distribution Amounts deemed paid by Resecuritization Holders under clause
        (b) of
        the immediately preceding sentence shall be paid on behalf of such holders
        pursuant to Section 3.23(c) or Section 3.24(c) hereof, as
        applicable.

    

    


     

    ARTICLE
      IV

    THE
      NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

     

    Section
      4.01  The
      Notes.
      The
      Notes shall be registered in the name of a nominee designated by the Depository.
      Beneficial Owners will hold interests in the Notes through the book-entry
      facilities of the Depository in minimum initial Note Principal Balances or
      Notional Amounts, as applicable, of $100,000 and integral multiples of $1 in
      excess thereof.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      Issuing Entity hereby appoints the Securities Administrator as (i) Certificate
      Registrar to keep at its Corporate Trust Office a Certificate Register pursuant
      to Section 3.09 of the Trust Agreement in which, subject to such reasonable
      regulations as it may prescribe, the Certificate Registrar shall provide for
      the
      registration of Certificates and of transfers and exchanges thereof pursuant
      to
      Section 3.04 of the Trust Agreement and (ii) Note Registrar under this
      Indenture. The Securities Administrator hereby accepts such
      appointments.

     

    Any
      transfer of a Note shall be made in accordance with the ERISA restrictions
      in
      Section 4.14.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      4.10  Subrogation
      and Cooperation.
      (a)
      The
      Issuing Entity and the Indenture Trustee acknowledge that (i) to the extent
      the
      Note Insurer makes payments under the Policy on account of principal of or
      interest on the Class A Notes, the Note Insurer will be fully subrogated to
      the
      rights of such Holders to receive such principal and interest from the Issuing
      Entity, and (ii) the Note Insurer shall be paid such principal and interest
      but
      only from the sources and in the manner provided herein and in the Insurance
      Agreement.

     

    (b)  The
      Indenture Trustee shall, so long as it is indemnified to its satisfaction,
      cooperate in all respects with any reasonable written request by the Note
      Insurer for action to preserve or enforce the Note Insurer’s rights or interest
      under this Indenture or the Insurance Agreement, consistent with this Indenture
      and without limiting the rights of the Noteholders as otherwise set forth in
      the
      Indenture, including, without limitation, upon the occurrence and continuance
      of
      a default under the Insurance Agreement, a request to take any one or more
      of
      the following actions:

     

    (i)
      institute Proceedings for the collection of all amounts then payable on the
      Class A Notes, or under this Indenture in respect of the Class A Notes and
      all
      amounts payable under the Insurance Agreement, enforce any judgment obtained
      and
      collect from the Issuing Entity monies adjudged due;

    


    (ii)
      sell or cause to be sold the Trust Estate or any portion thereof or rights
      or
      interest therein, at one or more public or private Sales (as defined in Section
      5.15 hereof) called and conducted in any manner permitted by law;

    


    (iii)
      institute Proceedings from time to time for the complete or partial foreclosure
      of this Indenture; and

    


    (iv)
      exercise any remedies of a secured party under the UCC and take any other
      appropriate action to protect and enforce the rights and remedies of the Note
      Insurer hereunder;

     

    provided,
      however, action shall be taken pursuant to this Section 4.10 by the Indenture
      Trustee to preserve the Note Insurer’s rights or interest under this Indenture
      or the Insurance Agreement only to the extent such action is available to the
      Class A Noteholders or the Note Insurer under other provisions of this
      Indenture. 

     

    Notwithstanding
      any provision of this Indenture to the contrary, so long as no Note Insurer
      Default exists, the Note Insurer shall at all times be treated as if it were
      the
      exclusive owner of all Class A Notes Outstanding for the purposes of all
      approvals, consents, waivers and the institution of any action and the written
      direction of all remedies, and the Indenture Trustee shall act in accordance
      with the written directions of the Note Insurer so long as it is indemnified
      therefor to its reasonable satisfaction.

     

    Section
      4.11  Repayment
      of Monies Held by Paying Agent.
      In
      connection with the satisfaction and discharge of this Indenture with respect
      to
      the Notes, all monies then held by any Person other than the Securities
      Administrator under the provisions of this Indenture with respect to such Notes
      shall, upon demand of the Issuing Entity, be paid to the Securities
      Administrator to be held and applied according to Section 3.02 and thereupon
      such Person shall be released from all further liability with respect to such
      monies.

     

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

     

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

     

    Section
      4.13  [reserved].

     

    Section
      4.14  Representation
      Regarding ERISA.
      By
      acquiring a Class of Notes or interest therein, each Holder of such Note or
      Beneficial Owner of any such interest will represent or will be deemed to
      represent that either (1) it is not acquiring such Note with Plan Assets or
      (2)
      (A) the acquisition, holding and transfer of such Note will not give rise to
      a
      nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
      of
      the Code and (B) the Notes are rated investment grade or better and such person
      believes that the Notes are properly treated as indebtedness without substantial
      equity features for purposes of the Department of Labor regulation 29 C.F.R.
§
2510.3-101, and agrees to so treat the Notes. Alternatively, regardless of
      the
      rating of the Notes, such person may provide the Securities Administrator and
      the Note Registrar with an opinion of counsel, which opinion of counsel will
      not
      be at the expense of the Issuing Entity, the Seller, the Owner Trustee, the
      Trust, the Indenture Trustee, the Depositor, the Securities Administrator,
      the
      Note Registrar, the Master Servicer, the Note Insurer or any Servicer which
      opines that the acquisition, holding and transfer of such Note or interest
      therein is permissible under applicable law, will not constitute or result
      in a
      non-exempt prohibited transaction under ERISA or Section 4975 of the Code and
      will not subject the Issuing Entity, the Seller, the Depositor, the Owner
      Trustee, the Trust, the Indenture Trustee, the Securities Administrator, the
      Note Registrar, the Master Servicer or any Servicer to any obligation in
      addition to those undertaken in the Indenture and the other Basic
      Documents. 

     

     

    ARTICLE
      V

    DEFAULT
      AND REMEDIES

     

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

     

    Section
      5.02  Acceleration
      of Maturity; Rescission and Annulment.
      If an
      Event of Default should occur and be continuing, then and in every such case
      the
      Indenture Trustee at the written direction of the Note Insurer or the Holders
      of
      Notes representing not less than a majority of the aggregate Note Principal
      Balance of the Notes may, with the written consent of the Note Insurer, declare
      the Notes to be immediately due and payable, by a notice in writing to the
      Issuing Entity (and to the Indenture Trustee if such notice is given by
      Noteholders), and upon any such declaration the unpaid Note Principal Balance
      of
      the Notes, together with accrued and unpaid interest thereon through the date
      of
      acceleration, shall become immediately due and payable; provided, however,
      that
      for purposes of this sentence and for purposes of this Article V, unless a
      Note
      Insurer Default exists, the Note Insurer may exercise the rights of all the
      Holders of the Class A Notes.

     

    At
      any
      time after such declaration of acceleration of maturity with respect to an
      Event
      of Default has been made and before a judgment or decree for payment of the
      money due has been obtained by the Indenture Trustee as hereinafter in this
      Article V provided, the Note Insurer or the Holders of the Notes representing
      not less than a majority of the aggregate Note Principal Balance of each Class
      of Notes, with the written consent of the Note Insurer, so long as no Note
      Insurer Default exists, by written notice to the Issuing Entity and the
      Indenture Trustee, may, subject to Section 5.12, waive the related Event of
      Default and rescind and annul such declaration and its consequences
      if:

     

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

     

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

     

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

     

    (C)  all
      amounts owed to the Note Insurer. 

     

    (ii)  all
      Events of Default, other than the nonpayment of the principal of the Notes
      that
      has become due solely by such acceleration, have been cured or waived as
      provided in Section 5.12; provided, however, the Note Insurer, so long as no
      Note Insurer Default exists, may waive an Event of Default regardless of Section
      5.02(i) above.

     

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

     

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

     

    (a)  The
      Issuing Entity covenants that if (i) default is made in the payment of any
      interest on any Note when the same becomes due and payable, and such default
      continues for a period of five days, or (ii) default is made in the payment
      of
      the principal of or any installment of the principal of any Note when the same
      becomes due and payable, the Issuing Entity shall, upon demand of the Indenture
      Trustee, at the direction of the Note Insurer, so long as no Note Insurer
      Default exists, or if a Note Insurer Default does exist, at the direction of
      the
      Holders of a majority of the aggregate Note Principal Balances of the related
      Notes, pay to the Securities Administrator, for the benefit of the Holders
      of
      related Notes and the Note Insurer, the whole amount then due and payable on
      the
      related Notes for principal and interest, with interest at the applicable Note
      Interest Rate upon the overdue principal, and in addition thereto such further
      amount as shall be sufficient to cover the costs and expenses of collection,
      including the reasonable compensation, expenses, disbursements and advances
      of
      the Indenture Trustee and the Securities Administrator and their respective
      agents and counsel and all amounts owed to the Note Insurer hereunder and under
      the Insurance Agreement.

     

    (b)  In
      case
      the Issuing Entity shall fail forthwith to pay such amounts upon such demand,
      the Indenture Trustee, in its own name and as trustee of an express trust,
      and
      at the direction of the Note Insurer, so long as no Note Insurer Default exists,
      subject to the provisions of Section 10.15 hereof, may institute a Proceeding
      for the collection of the sums so due and unpaid, and may prosecute such
      Proceeding to judgment or final decree, and may enforce the same against the
      Issuing Entity or other obligor upon the Notes and collect in the manner
      provided by law out of the property of the Issuing Entity or other obligor
      upon
      the Notes, wherever situated, the monies adjudged or decreed to be
      payable.

     

    (c)  If
      an
      Event of Default occurs and is continuing, the Indenture Trustee, at the
      direction of the Note Insurer, so long as no Note Insurer Default exists subject
      to the provisions of Section 10.15 hereof, may, as more particularly provided
      in
      Section 5.04 hereof, in its discretion, proceed to protect and enforce its
      rights and the rights of the Noteholders and the Note Insurer by such
      appropriate Proceedings as directed in writing by the Note Insurer, so long
      as
      no Note Insurer Default exists, to protect and enforce any such rights, whether
      for the specific enforcement of any covenant or agreement in this Indenture
      or
      in aid of the exercise of any power granted herein, or to enforce any other
      proper remedy or legal or equitable right vested in the Indenture Trustee by
      this Indenture or by law.

     

    (d)  In
      case
      there shall be pending, relative to the Issuing Entity or any other obligor
      upon
      the Notes or any Person having or claiming an ownership interest in the Trust
      Estate, Proceedings under Title 11 of the United States Code or any other
      applicable federal or state bankruptcy, insolvency or other similar law, or
      in
      case a receiver, assignee or trustee in bankruptcy or reorganization,
      liquidator, sequestrator or similar official shall have been appointed for
      or
      taken possession of the Issuing Entity or its property or such other obligor
      or
      Person, or in case of any other comparable judicial Proceedings relative to
      the
      Issuing Entity or other obligor upon the Notes, or to the creditors or property
      of the Issuing Entity or such other obligor, the Indenture Trustee, at the
      direction of the Note Insurer, so long as no Note Insurer Default exists,
      irrespective of whether the principal of any Notes shall then be due and payable
      as therein expressed or by declaration or otherwise and irrespective of whether
      the Indenture Trustee shall have made any demand pursuant to the provisions
      of
      this Section, shall be entitled and empowered, by intervention in such
      Proceedings or otherwise:

     

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

     

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

     

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

     

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

     

    and
      any
      trustee, receiver, liquidator, custodian or other similar official in any such
      Proceeding is hereby authorized by each of such Noteholders to make payments
      to
      the Securities Administrator, with the consent of the Note Insurer so long
      as no
      Note Insurer Default exists, and, in the event that the Indenture Trustee and
      the Securities Administrator shall consent to the making of payments directly
      to
      such Noteholders, to pay to the Indenture Trustee such amounts as shall be
      sufficient to cover reasonable compensation to the Indenture Trustee, each
      predecessor Indenture Trustee and their respective agents, attorneys and
      counsel, and all other expenses and liabilities incurred, and all advances
      made,
      by the Indenture Trustee and each predecessor Indenture Trustee and all amounts
      due to the Note Insurer hereunder and under the Insurance
      Agreement.

     

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

     

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

     

    In
      any
      Proceedings brought by the Indenture Trustee with the consent of the Note
      Insurer so long as no Note Insurer Default exists (and also any Proceedings
      involving the interpretation of any provision of this Indenture to which the
      Indenture Trustee shall be a party), the Indenture Trustee shall be held to
      represent all the Holders of the Notes, and it shall not be necessary to make
      any Noteholder a party to any such Proceedings.

     

    Section
      5.04  Remedies;
      Priorities.
      (a)
      If an
      Event of Default shall have occurred and be continuing and if an acceleration
      has been declared and not rescinded pursuant to Section 5.02 hereof, the
      Indenture Trustee, subject to the provisions of Section 10.15 hereof, may,
      with
      the consent of the Note Insurer so long as no Note Insurer Default exists,
      and
      shall, at the direction of the Note Insurer, so long as the Note Insurer is
      not
      in default under the Policy, or at the written direction of the Holders of
      a
      majority of the aggregate Note Principal Balances of the Notes then outstanding
      with the consent of the Note Insurer, do one or more of the following (subject
      to Section 5.05 hereof):

     

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

     

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

     

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

     

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

    

      provided,
        however, that the Indenture Trustee may not sell or otherwise liquidate the
        Trust Estate following an Event of Default, unless (1)(A) the Indenture Trustee
        obtains the consents required under Section 5.11 below, (B) the proceeds
        of such
        sale or liquidation distributable to the Holders of the Notes are sufficient
        to
        discharge in full all amounts then due and unpaid upon such Notes for principal
        and interest and to reimburse the Note Insurer for any amounts drawn under
        the
        Policy and any other amounts due to the Note Insurer under the Insurance
        Agreement or (C) the Indenture Trustee determines that the Mortgage Loans
        will
        not continue to provide sufficient funds for the payment of principal of
        and
        interest on the applicable Notes as they would have become due if the Notes
        had
        not been declared due and payable, and the Indenture Trustee obtains the
        consents required under Section 5.11 below and (2) the Securities Administrator
        complies with each of the requirements for a qualified liquidation under
        Section
        860F of the Code set forth in Section 8.10 as if it were the related Class
        I-E
        Certificateholder or Class C Certificateholder, as applicable.  In
        determining such sufficiency or insufficiency with respect to clause (B)
        and
        (C), the Indenture Trustee may, but need not, obtain and rely upon an opinion
        (obtained at the expense of the Trust) of an Independent investment banking
        or
        accounting firm of national reputation as to the feasibility of such proposed
        action and as to the sufficiency of the Trust Estate for such purpose.
        Notwithstanding the foregoing, any Sale of the Trust Estate shall be made
        subject to the continued servicing of the Mortgage Loans by the related Servicer
        (unless an Event of Servicer Termination has occurred and is continuing)
        as
        provided in the Sale and Servicing Agreement.  Furthermore, the
        Indenture Trustee may not commence the sale or liquidation of the Trust Estate
        following an Event of Default, without first providing written notice to
        the
        related Swap Provider of such sale or liquidation.  Notwithstanding
        any contrary provision of this Indenture, no Sale of the Trust Estate shall
        be
        made unless an Opinion of Counsel is rendered, addressed to the Indenture
        Trustee, the Note Insurer, the Securities Administrator and the Owner Trustee,
        to the effect that such Sale would not (i) result in the imposition of the
        tax
        on “prohibited transactions” as defined in sections 860F(a)(2) of any REMIC
        created hereunder or (ii) cause any REMIC created hereunder to fail to qualify
        as a REMIC at any time that any Notes or Certificates are
        outstanding.

       

      If
        the
        Securities Administrator collects any money or property pursuant to this
        Article
        V, the Securities Administrator shall pay out the money or property in
        accordance with Section 3.02 hereof and as soon as the Securities Administrator
        receives information sufficient to make such payments (including the amount
        of
        any Swap Termination Payment resulting from the related Event of
        Default).

       

    

    The
      Securities Administrator may fix a record date and Payment Date for any payment
      to Noteholders pursuant to this Section 5.04. With respect to any acceleration
      at the direction of the Note Insurer, the first Payment Date after the
      acceleration shall be the first Payment Date after the acceleration. At least
      15
      days before such record date, the Securities Administrator shall mail to each
      Noteholder a notice that states the record date, the Payment Date and the amount
      to be paid.

     

    Section
      5.05  Optional
      Preservation of the Trust Estate.
      If the
      Notes have been declared to be due and payable under Section 5.02 following
      an
      Event of Default and such declaration and its consequences have not been
      rescinded and annulled, the Indenture Trustee may, with the consent of the
      Note
      Insurer (which consent shall not be required if a Note Insurer Default exists),
      and shall, at the direction of the Note Insurer so long as no Note Insurer
      Default exists, elect to take and maintain possession of the Trust Estate.
      It is
      the desire of the parties hereto and the Noteholders that there be at all times
      sufficient funds for the payment of principal of and interest on the Notes
      and
      other obligations of the Issuing Entity, and the Indenture Trustee shall take
      such desire into account when determining whether or not to take and maintain
      possession of the Trust Estate. In determining whether to take and maintain
      possession of the Trust Estate, the Indenture Trustee may, but need not, obtain
      and rely upon an opinion of an Independent investment banking or accounting
      firm
      of national reputation as to the feasibility of such proposed action and as
      to
      the sufficiency of the Trust Estate for such purpose.

     

    Section
      5.06  Limitation
      of Suits.
      So long
      as the majority Holder of the Class I-E, Class II-C or Class III-C Certificates
      owns 100% of the related Securities, no Holder of any Note (other than the
      Note
      Insurer acting pursuant to Section 4.10 hereof) shall have any right to
      institute any Proceeding, judicial or otherwise, with respect to this Indenture,
      or for the appointment of a receiver or trustee, or for any other remedy
      hereunder. No Holder of any Note (other than the Note Insurer acting pursuant
      to
      Section 4.10 hereof) shall have any right to institute any Proceeding, judicial
      or otherwise, with respect to this Indenture, or for the appointment of a
      receiver or trustee, or for any other remedy hereunder, unless and subject
      to
      the foregoing and the provisions of Section 10.15 hereof:

     

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

     

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

     

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

     

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

     

    (v)  such
      Holders have obtained consent of the Note Insurer; and

     

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

     

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

     

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

     

    Section
      5.07  Unconditional
      Rights of Noteholders To Receive Principal and Interest.
      Notwithstanding any other provisions in this Indenture, the Holder of any Note
      shall have the right, which is absolute and unconditional, to receive payment
      of
      the principal of and interest, if any, on such Note on or after the respective
      due dates thereof expressed in such Note or in this Indenture and to institute
      suit for the enforcement of any such payment, and such right shall not be
      impaired without the consent of such Holder.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (1)  the
      Note
      Insurer, unless a Note Insurer Default exists, or the Holders of all Notes,
      if a
      Note Insurer Default exists, consent(s) to, or direct(s) the Indenture Trustee
      to make, such Sale, or

     

    (2)  the
      proceeds of such Sale would be not less than the entire amount which would
      be
      payable to the Noteholders under the Notes and the Note Insurer in respect
      of
      amounts drawn under the Policy and any other amounts due to the Note Insurer
      under the Insurance Agreement, in full payment thereof in accordance with
      Section 5.02 hereof, on the Payment Date next succeeding the date of such Sale,
      or

     

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

     

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

     

    (c)  Unless
      the Note Insurer, or if a Note Insurer Default exists, Holders representing
      at
      least 100% of the aggregate Note Principal Balance of the Notes of each Loan
      Group or the Holders of 66 2/3% of the aggregate Note Principal Balance of
      each
      Class of Notes related to each Loan Group then outstanding, voting separately as
      set forth in Section 5.11 hereof, have otherwise consented or directed the
      Indenture Trustee, at any public Sale of all or any portion of the Trust Estate
      at which a minimum bid equal to or greater than the amount described in
      paragraph (2) of subsection (b) of this Section 5.15 has not been established
      by
      the Indenture Trustee and no Person bids an amount equal to or greater than
      such
      amount, the Indenture Trustee, as trustee for the benefit of the Holders of
      the
      Notes, shall bid an amount (which shall include the Indenture Trustee’s right,
      in its capacity as Indenture Trustee, to credit bid) at least $1.00 more than
      the highest other bid in order to preserve the Trust Estate on behalf of the
      Noteholders.

     

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

     

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

     

    (2)  the
      Indenture Trustee, with the consent of the Note Insurer, so long as no Note
      Insurer Default exists, may bid for and acquire the property offered for Sale
      in
      connection with any Sale thereof, and, subject to any requirements of, and
      to
      the extent permitted by, applicable law in connection therewith, may purchase
      all or any portion of the Trust Estate in a private sale, and, in lieu of paying
      cash therefor, may make settlement for the purchase price by crediting the
      gross
      Sale price against the sum of (A) the amount which would be distributable to
      the
      Holders of the Notes and Holders of Certificates and amounts distributable
      to
      the Note Insurer on the Payment Date next succeeding the date of such Sale
      and
      (B) the expenses of the Sale and of any Proceedings in connection therewith
      which are reimbursable to it, without being required to produce the Notes in
      order to complete any such Sale or in order for the net Sale price to be
      credited against such Notes, and any property so acquired by the Indenture
      Trustee shall be held and dealt with by it in accordance with the provisions
      of
      this Indenture;

     

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

     

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

     

    (e)  So
      long
      as a single Holder of the Class I-E Certificates owns 100% of the Group I
      Securities, the Majority Holder of the Class I-E Certificates shall not consent
      to any Sale of the Trust Estate with respect to Group I as set forth herein.
      So
      long as a single Holder of the Class II-C Certificates owns 100% of the Group
      II
      Securities, the Majority Holder of the Class II-C Certificates shall not consent
      to any Sale of the Trust Estate with respect to Group II as set forth herein.
      So
      long as a single Holder of the Class III-C Certificates owns 100% of the Group
      III Securities, the Majority Holder of the Class III-C Certificates shall not
      consent to any Sale of the Trust Estate with respect to Group III as set forth
      herein 

     

    (f)  Notwithstanding
      any contrary provision of this Indenture, no Sale of the Trust Estate
shall
      be
      made unless an Opinion of Counsel is rendered, addressed to the Indenture
      Trustee, the Note Insurer, the Securities Administrator and the Owner Trustee,
      to the effect that (i) such Sale would not (A) result in the imposition of
      the
      tax on “prohibited transactions” as defined in sections 860F(a)(2) of any REMIC
      created hereunder or (B) cause any REMIC created hereunder to fail to qualify
      as
      a REMIC at any time that any Notes or Certificates are outstanding,
      or (ii)
      that the Securities Administrator has complied with the requirements for a
      “qualified liquidation” under section 860F of the Code set forth in Section 8.10
      hereof as if it were the related Class I-E Certificateholder or Class C
      Certificateholder, as applicable.

     

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

     

    ARTICLE
      VI

    THE
      INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

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

     

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

     

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

     

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

     

    (c)  Neither
      the Indenture Trustee nor the Securities Administrator may be relieved from
      liability for its own negligent action, its own negligent failure to act or
      its
      own willful misconduct, except that:

     

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

     

    (ii)  neither
      the Indenture Trustee nor the Securities Administrator shall be liable for
      any
      error of judgment made in good faith by a Responsible Officer of the Indenture
      Trustee or the Securities Administrator, respectively, unless it is proved
      that
      the Indenture Trustee or the Securities Administrator, as applicable, was
      negligent in ascertaining the pertinent facts; and

     

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

     

    (d)  Neither
      the Indenture Trustee nor the Securities Administrator shall be liable for
      interest on any money received by it except as set forth in the Basic Documents
      and as the Indenture Trustee or Securities Administrator, as applicable, may
      agree in writing with the Issuing Entity.

     

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

     

    (f)  No
      provision of this Indenture shall require the Indenture Trustee or the
      Securities Administrator to expend or risk its own funds or otherwise incur
      financial liability in the performance of any of its duties hereunder or in
      the
      exercise of any of its rights or powers, if it shall have reasonable grounds
      to
      believe that repayment of such funds or indemnity satisfactory to it against
      such risk or liability is not reasonably assured to it.

     

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

     

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

     

    (i)  All
      funds
      received by the Securities Administrator and required to be deposited in the
      related Interest Coverage Account pursuant to this Indenture shall be promptly
      so deposited by the Securities Administrator.

     

    
      Any
        Person appointed as successor securities administrator pursuant to this Section
        6.01 shall also be required to serve as successor supplemental interest trust
        trustee under the related Swap Agreement and the Swap Administration
        Agreement.

       

    

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (i)  Neither
      the Indenture Trustee nor the Securities Administrator shall be required to
      expend or risk its own funds or otherwise incur financial liability in the
      performance of any of its duties hereunder, or in the exercise of any of its
      rights or powers, if there is reasonable ground for believing that the repayment
      of such funds or indemnity reasonably satisfactory to it against such risk
      or
      liability is not reasonably assured to it, and none of the provisions contained
      in this Indenture shall in any event require the Indenture Trustee or the
      Securities Administrator to perform, or be responsible for the manner of
      performance of, any of the obligations of the Master Servicer under the Sale
      and
      Servicing Agreement, except during such time, if any, as the Indenture Trustee
      shall be the successor to, and be vested with the rights, duties, powers and
      privileges of, the Master Servicer in accordance with the terms of the Sale
      and
      Servicing Agreement.

     

    (j)  Except
      for those actions that the Indenture Trustee or the Securities Administrator
      are
      required to take hereunder, neither the Indenture Trustee nor the Securities
      Administrator shall have any obligation or liability to take any action or
      to
      refrain from taking any action hereunder in the absence of written direction
      as
      provided hereunder.

     

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

     

    (l)  Neither
      the Indenture Trustee nor the Securities Administrator shall be bound to make
      any investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, approval, bond or other paper or document, unless requested in writing
      to
      do so by the Note Insurer or Holders of Notes representing not less than 25%
      of
      the Note Principal Balance of the Notes and provided that the payment within
      a
      reasonable time to the Indenture Trustee or the Securities Administrator, as
      applicable, of the costs, expenses or liabilities likely to be incurred by
      it in
      the making of such investigation is, in the opinion of the Indenture Trustee
      or
      the Securities Administrator, as applicable, reasonably assured to the Indenture
      Trustee by the security afforded to it by the terms of this Indenture. The
      Indenture Trustee or the Securities Administrator may require reasonable
      indemnity against such expense or liability as a condition to taking any such
      action. The reasonable expense of every such examination shall be paid by the
      Noteholders requesting the investigation.

     

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

     

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

     

    (o)  Neither
      the Indenture Trustee nor the Securities Administrator shall be required to
      give
      any bond or surety with respect to the execution of the trust created hereby
      or
      the powers granted hereunder.

     

    (p)  Neither
      the Indenture Trustee nor the Securities Administrator shall have any duty
      to
      conduct any affirmative investigation as to the occurrence of any condition
      requiring the repurchase of any Mortgage Loan by the Seller pursuant to this
      Indenture, the Sale and Servicing Agreement or the Mortgage Loan Purchase
      Agreement, as applicable, or the eligibility of any Mortgage Loan for purposes
      of this Indenture.

     

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

     

    Section
      6.03  Individual
      Rights of Indenture Trustee.
      The
      Indenture Trustee in its individual or any other capacity may become the owner
      or pledgee of Notes and may otherwise deal with the Issuing Entity or its
      Affiliates with the same rights it would have if it were not Indenture Trustee,
      subject to the requirements of the Trust Indenture Act. Any Note Registrar,
      co-registrar or co-paying agent may do the same with like rights. However,
      the
      Indenture Trustee must comply with Section 6.11 hereof.

     

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

     

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

     

    Section
      6.06  Reports
      to Residual Certificateholders.
      The
      Securities Administrator shall furnish quarterly to the Holders of the Residual
      Certificates each applicable Form 1066Q and shall respond promptly to written
      requests made not more frequently than quarterly by any Holder of a Residual
      Certificate with respect to the following matters:

     

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

     

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

     

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

     

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

     

    Certain
      information pursuant to clauses (i) and (iii) above shall be provided by the
      Depositor.

     

    Section
      6.07  Compensation.
      An
      annual fee shall be paid to the Indenture Trustee by the Master Servicer
      pursuant to a separate agreement between the Indenture Trustee and the Master
      Servicer. In addition, the Indenture Trustee and the Securities Administrator
      will each be entitled to recover from the Payment Account pursuant to Section
      5.08 of the Sale and Servicing Agreement all reasonable out-of-pocket expenses,
      disbursements and advances and the expenses of the Indenture Trustee and the
      Securities Administrator, respectively, in connection with any breach of this
      Indenture or any claim or legal action (including any pending or threatened
      claim or legal action) or otherwise incurred or made by the Indenture Trustee
      or
      the Securities Administrator, respectively, in the administration of the trusts
      hereunder (including the reasonable compensation, expenses and disbursements
      of
      its counsel) except any such expense, disbursement or advance as may arise
      from
      its own negligence or intentional misconduct or which is the responsibility
      of
      the Noteholders as provided herein. Such compensation and reimbursement
      obligation shall not be limited by any provision of law in regard to the
      compensation of a trustee of an express trust. Additionally, each of the
      Indenture Trustee and the Securities Administrator (including in their
      individual capacity) and any director, officer, employee or agent of the
      Indenture Trustee or the Securities Administrator shall be indemnified by the
      Trust and held harmless against any loss, liability or expense (including
      reasonable attorney's fees and expenses) incurred in the administration of
      this
      Indenture (other than its ordinary out of pocket expenses incurred hereunder)
      or
      in connection with any claim or legal action relating to (a) the Basic
      Documents, (b) the Notes or (c) the Mortgage Loans, other than any loss,
      liability or expense incurred by reason of its own negligence or intentional
      misconduct, or which is the responsibility of the Noteholders as provided
      herein.

     

    The
      Issuing Entity's payment obligations to the Indenture Trustee and Securities
      Administrator pursuant to this Section 6.07 shall survive the discharge of
      this
      Indenture and the termination or resignation of the Indenture Trustee or
      Securities Administrator. When the Indenture Trustee or the Securities
      Administrator incurs expenses after the occurrence of an Event of Default with
      respect to the Issuing Entity, the expenses are intended to constitute expenses
      of administration under Title 11 of the United States Code or any other
      applicable federal or state bankruptcy, insolvency or similar law.

     

    Section
      6.08  Replacement
      of Indenture Trustee and the Securities Administrator.
      No
      resignation or removal of the Indenture Trustee or the Securities Administrator
      and no appointment of a successor Indenture Trustee or a successor Securities
      Administrator shall become effective until the acceptance of appointment by
      the
      successor Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee
      or the Securities Administrator may resign at any time by so notifying the
      Issuing Entity and the Note Insurer. The Note Insurer or, if a Note Insurer
      Default exists, the Holders of a majority of Note Principal Balances of each
      Class of Notes may remove the Indenture Trustee by so notifying the Indenture
      Trustee and may appoint a successor Indenture Trustee. The Issuing Entity shall,
      with the consent of the Note Insurer so long as no Note Insurer Default exists
      remove the Indenture Trustee or the Securities Administrator, as applicable,
      if:

     

    (i)  the
      Indenture Trustee or the Securities Administrator fails to comply with or
      qualify pursuant to the provisions of Section 6.11 hereof;

     

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

     

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

     

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

     

    (v)  the
      Master Servicer is terminated pursuant to the Sale and Servicing
      Agreement.

     

    If
      the
      Indenture Trustee or the Securities Administrator resigns or is removed or
      if a
      vacancy exists in the office of the Indenture Trustee or the Securities
      Administrator for any reason (the Indenture Trustee or the Securities
      Administrator in such event being referred to herein as the retiring Indenture
      Trustee or the retiring Securities Administrator ), the Issuing Entity shall,
      with the consent of the Note Insurer so long as no Note Insurer Default exists,
      promptly appoint a successor Indenture Trustee or successor Securities
      Administrator.

     

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

     

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

     

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

     

    Section
      6.09  Successor
      Indenture Trustee and Securities Administrator by Merger.
      If the
      Indenture Trustee or the Securities Administrator consolidates with, merges
      or
      converts into, or transfers all or substantially all of its corporate trust
      business or assets to, another corporation or banking association, the
      resulting, surviving or transferee corporation, without any further act, shall
      be the successor Indenture Trustee or successor Securities Administrator, as
      applicable; provided, that such corporation or banking association shall be
      otherwise qualified and eligible under Section 6.11 hereof. The Indenture
      Trustee and the Securities Administrator shall provide the Rating Agencies,
      the
      Note Insurer and the Issuing Entity with prior written notice, and the
      Noteholders with prompt written notice, of any such transaction.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Each
      of
      the Indenture Trustee and the Securities Administrator hereunder shall at all
      times be a corporation or an association organized and doing business under
      the
      laws of any state or the United States of America, authorized under such laws
      to
      exercise corporate trust powers, having a combined capital and surplus of at
      least $50,000,000 and subject to supervision or examination by federal or state
      authority. In case at any time the Indenture Trustee or the Securities
      Administrator shall cease to be eligible in accordance with the provisions
      of
      this Section, the Indenture Trustee or the Securities Administrator, as the
      case
      may be, shall resign immediately in the manner and with the effect specified
      in
      Section 6.08 hereof.

     

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

     

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

     

    Section
      6.12  Representations
      and Warranties.
      The
      Indenture Trustee hereby represents to the Issuing Entity and the Note Insurer
      that:

     

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

     

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

     

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

     

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

     

    Section
      6.13  Representations
      and Warranties.
      The
      Securities Administrator hereby represents to the Issuing Entity and the Note
      Insurer that:

     

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

     

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

     

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

     

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

     

    Section
      6.14  Directions
      to Indenture Trustee and the Securities Administrator. 

     

    (a)  The
      Indenture Trustee is hereby directed to accept the pledge of the Mortgage Loans
      and hold the assets of the Trust in trust for the Noteholders and the Note
      Insurer and to exercise and deliver the Insurance Agreement and the Custodial
      Agreements and to acknowledge and agree to the Assignment
      Agreements.

     

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

     

    Section
      6.15  The
      Agents.
      The
      provisions of this Indenture relating to the limitations of the Indenture
      Trustee’s liability and to its rights and protections shall inure also to the
      Paying Agent, Note Registrar and Certificate Registrar.

    

      Section
        6.16  Certain
        Representations Regarding the Securities Administrator.
        The
        Securities Administrator represents or agrees, as applicable,
        that:

    

     

    The
      Securities Administrator is a “securities intermediary,” as such term is defined
      in Section 8-102(a)(14)(B) of the New York Uniform Commercial Code, and that
      in
      the ordinary course of its business maintains “securities accounts” for others,
      as such term is used in Section 8-50(1) of the New York Uniform Commercial
      Code;

     

    With
      respect to Section 11.11, the “securities intermediary’s jurisdiction”
      as defined in the New York Uniform Commercial Code, as applicable to
      this
      Indenture, shall be the State of New York; and

     

    The
      Securities Administrator is not a “clearing corporation”, as such term is
      defined in Section 8-102(a)(5) of the New York Uniform Commercial
      Code.

     

    


     

    ARTICLE
      VII

    NOTEHOLDERS’
      LISTS AND REPORTS

     

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

     

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

     

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

     

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

     

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

     

    Section
      7.04  Statements
      to Noteholders and Certificateholders.
      (a)
      With respect to each Payment Date, the Securities Administrator shall make
      available via the Securities Administrator’s website, initially located at
      www.etrustee.net, to each Noteholder and each Certificateholder, the Indenture
      Trustee, the Depositor, the Issuing Entity, the Seller, the Owner Trustee,
      the
      Certificate Paying Agent, the Note Insurer, the Swap Providers and the Rating
      Agencies, a statement setting forth the following information as to the Notes,
      to the extent applicable:

     

    (i)  the
      applicable Record Dates, Accrual Periods, Interest Determination Dates and
      Payment Dates;

     

    (ii)  the
      total
      cash flows received and the general sources thereof;

     

    (iii)  the
      amount, if any, of fees and expenses accrued and paid, with an identification
      of
      the payee and the general purpose of such fees;

     

    (iv)  with
      respect to each Loan Group, the amount of Servicing Fees for the related
      Collection Period or Due Period, as applicable;

     

    (v)  with
      respect to each group, the
      amount of the related payment to Holders of the Notes (by class) allocable
      to
      principal, separately identifying (A) the aggregate amount of any principal
      prepayments included therein and (B) the aggregate of all scheduled payments
      of
      principal included therein;

     

    (vi)  with
      respect to each group, the amount of such payment to Holders of each Class
      of
      related Notes allocable to interest;

     

    (vii)  the
      amount of any distribution to the related Certificates;

     

    (viii)  with
      respect to each group, the related Overcollateralization Amount and the related
      Overcollateralization Target Amount;

     

    (ix)  with
      respect to the Class I-A, Class II-A and Class III-A Notes, the amount, if
      any,
      paid by the Note Insurer under the Policy for such Payment Date and the
      aggregate amounts for all prior Payment Dates paid by the Note Insurer under
      the
      Policy and not yet reimbursed;

     

    (x)  with
      respect to Loan Group II and Loan Group III, the amount of any Net Swap Payment
      payable to the trust, any Net Swap Payment payable to the related Swap Provider,
      any Swap Termination Payment payable to the trust and any Swap Termination
      Payment payable to the related Swap Provider;

     

    (xi)  with
      respect to Loan Group II, the amount withdrawn from the Group II Pre-Funding
      Account and the Group II Interest Coverage Account, respectively, on that
      Payment Date, the amount remaining on deposit in the Group II Pre-Funding
      Account and in the Group II Interest Coverage Account exclusive of investment
      income, following such Payment Date, and the amount withdrawn from the Group
      II
      Pre-Funding Account and used to buy any Subsequent Mortgage Loans in Group
      II
      prior to such Payment Date; 

     

    (xii)  with
      respect to Group III, the amount withdrawn from the Group III Pre-Funding
      Account and the Group III Interest Coverage Account, respectively, on that
      Payment Date, the amount remaining on deposit in the Group III Pre-Funding
      Account and in the Group III Interest Coverage Account exclusive of investment
      income, following such Payment Date, and the amount withdrawn from the Group
      III
      Pre-Funding Account and used to buy any subsequent mortgage loans in Group
      III
      prior to such Payment Date;

     

    (xiii)  with
      respect to each group, if the payment to the Holders of any Class of related
      Notes is less than the full amount that would be payable to such Holders if
      there were sufficient funds available therefor, the amount of the
      shortfall;

     

    (xiv)  with
      respect to Group I and Group II, the number and the aggregate Scheduled
      Principal Balance of the related Mortgage Loans as of the end of the related
      Due
      Period and, with respect to Group I, the amount of Draws on the Group I
      HELOCs;

     

    (xv)  with
      respect to each group, the aggregate Note Principal Balance of each Class of
      related Notes, after giving effect to the amounts paid on such Payment Date,
      separately identifying any reduction thereof due to Group I Charge-Off Amounts,
      as applicable, and the aggregate Note Principal Balance of the related Notes
      after giving effect to the payment of principal on such Payment
      Date;

     

    (xvi)  with
      respect to each group, the number and aggregate Scheduled Principal Balance
      of
      the Mortgage Loans (a) as to which the Monthly Payment is delinquent for 31-60
      days, 61-90 days, 91 or more days, respectively, (b) in foreclosure and
      delinquent for 31-60 days, 61-90 days, 91 or more days, respectively, (c) that
      have become REO Property, and (d) subject to bankruptcy or similar insolvency
      proceedings, in each case as of the end of the preceding calendar
      month;

     

    (xvii)  with
      respect to Group I, the aggregate Group I Charge-Off Amounts with respect to
      the
      Payment Date and cumulative Group I Charge-Off Amounts since the Closing
      Date;

     

    (xviii)  with
      respect to each group, the number and aggregate Scheduled Principal Balance
      of
      Mortgage Loans repurchased pursuant to the Mortgage Loan Purchase Agreement
      for
      the related Payment Date and cumulatively since the Closing Date;

     

    (xix)  with
      respect to each group, the book value (if available) of any REO
      Property;

     

    (xx)  with
      respect to each group, the amount of any Relief Act Shortfalls for such Payment
      Date; 

     

    (xxi)  with
      respect to each group, the aggregate Scheduled Principal Balance of Mortgage
      Loans purchased pursuant to Section 2.04 of the Sale and Servicing Agreement
      for
      the related Payment Date and cumulatively since the Closing Date;

     

    (xxii)  with
      respect to each group, a statement as to whether each element in the definitions
      of the related Trigger Event and the Group I Rapid Amortization Trigger Event,
      respectively, is satisfied;

     

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

     

    (xxiv)  with
      respect to each group, material breaches of pool asset representations or
      warranties or transaction covenants;

     

    (xxv)  with
      respect to each of Group I, Group II an Group III, the related 60 Day Plus
      Delinquent Percentage for the related Payment Date; 

     

    (xxvi)  the
      special hazard amount, fraud loss amount and bankruptcy amount, if applicable,
      as of the close of business on the applicable Payment Date and a description
      of
      any change in the calculation of these amounts; and

     

    (xxvii)  with
      respect to each of Group I, Group II an Group III, each Mortgage Loan that
      has
      been released from the Trust Estate to the related Class X
      Certificateholder.

     

    Items
      (iii) and (iv) above shall be presented on the basis of a Note having a $1,000
      denomination. In addition, by January 31 of each calendar year following any
      year during which the Notes are outstanding, the Securities Administrator shall
      furnish a report to each Noteholder of record if so requested in writing at
      any
      time during each calendar year as to the aggregate of amounts reported pursuant
      to (v) and (vi) with respect to the Notes for such calendar year.

     

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

     

    The
      Securities Administrator will make the monthly statements provided for in this
      section (and, at its option, any additional files containing the same
      information in an alternative format) available each month to the Note Insurer,
      each Noteholder and each Certificateholder, the Depositor, the Issuing Entity,
      the Seller, the Owner Trustee, the Certificate Paying Agent and the Rating
      Agencies via the Securities Administrator's website. The Securities
      Administrator’s website shall initially be located at “www.etrustee.net.”
Assistance in using the website can be obtained by calling the Securities
      Administrator’s customer service desk at (312) 904-4373. Parties that are unable
      to use the website are entitled to have a paper copy mailed to them via first
      class mail by calling the Securities Administrator’s customer service desk and
      indicating such. The Securities Administrator may have the right to change
      the
      way the monthly statements are distributed in order to make such distribution
      more convenient and/or more accessible to the above parties and the Securities
      Administrator shall provide timely and adequate notification to all above
      parties regarding any such changes.

     

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

     

     

    ARTICLE
      VIII

    ACCOUNTS,
      DISBURSEMENTS AND RELEASES

     

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

     

    Section
      8.02  Officer’s
      Certificate.  The Indenture Trustee shall receive at least seven
      Business Days’ notice when requested by the Issuing Entity to take any action
      pursuant to Section 8.06, 8.07(a) or 8.08(a) hereof and notify the related
      Noteholders of the same, accompanied by copies of any instruments to be
      executed, and the Indenture Trustee shall also require, as a condition to such
      action, an Officer’s Certificate, in form and substance satisfactory to the
      Indenture Trustee, stating the legal effect of any such action, outlining the
      steps required to complete the same, and concluding that all conditions
      precedent to the taking of such action have been complied with.

    
       

      Section 8.03  Termination
        Upon Distribution to Noteholders.  This Indenture and the
        respective obligations and responsibilities of the Issuing Entity, the
        Securities Administrator and the Indenture Trustee created hereby shall
        terminate upon the payment to Noteholders, the Note Insurer, the Note Paying
        Agent on behalf of the Noteholders, the Securities Administrator and the
        Indenture Trustee of all amounts required to be distributed pursuant to Article
        III; provided, however, that in no event shall the trust created hereby continue
        beyond the earlier of (i) the expiration of 21 years from the death of the
        survivor of the descendants of Joseph P. Kennedy, the late ambassador of
        the
        United States to the Court of St. James, living on the date hereof or (ii)
        the
        related Latest Possible Maturity Date.

       

      Section 8.04  Release
        of Trust Estate.  (a)  Subject to the payment of its
        fees and expenses, the Indenture Trustee may, and when required by the
        provisions of this Indenture shall, execute instruments to release property
        from
        the lien of this Indenture, or convey the Indenture Trustee’s interest in the
        same, in a manner and under circumstances that are not inconsistent with
        the
        provisions of this Indenture, including for the purposes of any purchase
        of a
        Mortgage Loan by any Holder of the Class I-E Certificates or the related
        Class C
        Certificates, as applicable, pursuant to Sections 8.06, 8.07 or 8.08
        hereof.  No party relying upon an instrument executed by the Indenture
        Trustee as provided in Article VIII hereunder shall be bound to ascertain
        the
        Indenture Trustee’s authority, inquire into the satisfaction of any conditions
        precedent, or see to the application of any monies.

       

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

       

      (c)  The
        Indenture Trustee shall release property from the lien of this Indenture
        pursuant to this Section 8.04 only upon receipt of a request from the Issuing
        Entity and a letter from the Note Insurer stating that the Note Insurer has
        no
        objection to such request from the Issuing Entity.

       

      Section 8.05  Surrender
        of Notes Upon Final Payment.  By acceptance of any Note, the
        Holder thereof agrees to surrender such Note to the Securities Administrator
        promptly, prior to such Noteholder’s receipt of the final payment
        thereon.

       

      Section
        8.06  Optional
        Redemption of the Group I HELOCs.   The Holder of the Class
        I-E Certificates, or if there is no single holder, the majority Holder of
        the
        Class I-E Certificates, shall have the option to purchase the assets of the
        Trust relating to Loan Group I and thereby cause the redemption of the Group
        I
        Notes, in whole, but not in part, on or after the Payment Date on which the
        sum
        of the Note Principal Balances of the Group I Notes is reduced to an amount
        less
        than or equal to 20% of the sum of the original Note Principal Balances of
        the
        Group I Notes.  Such optional purchase shall be subject to the Note
        Insurer’s consent if the termination would result in a draw on the Policy with
        respect to the Class I-A Notes or if, after such purchase, amounts would
        remain
        owed to the Note Insurer under either this Indenture or the Insurance Agreement.
        The aggregate redemption price (the “Group I Redemption Price”) for the Group I
        Notes will be equal to the lesser of (i) the fair market value of the Group
        I
        HELOCs and (ii) the sum of the Outstanding Principal Balance of the Group
        I
        HELOCs, and accrued and unpaid interest thereon at the weighted average of
        the
        Mortgage Rates through the day preceding the final Payment Date; provided
        that
        the option shall only be exercised if the Repurchase Price is sufficient
        to
        repay all outstanding principal and accrued and unpaid interest on the Group
        I
        Notes and Class I-E Certificates.  In order to exercise the foregoing
        option, the Holder of the Class I-E Certificates, or if there is no single
        holder, the majority Holder of the Class I-E Certificates, shall provide
        written
        notice of its exercise of such option to the Securities Administrator, the
        Note
        Insurer, the Issuing Entity, the Owner Trustee and the Master Servicer at
        least
        15 days prior to its exercise. Following receipt of the notice, the Securities
        Administrator shall provide written notice to the Group I Noteholders of
        the
        final payment on the Group I Notes. In addition, the Holder of the Class
        I-E
        Certificates, or if there is no single holder, the majority Holder of the
        Class
        I-E Certificates, shall, not less than one Business Day prior to the proposed
        Payment Date on which such redemption is to be made, deposit the Redemption
        Price specified above with the Securities Administrator, who shall deposit
        the
        Redemption Price into the Payment Account and shall, on the Payment Date
        after
        receipt of the funds, apply such funds to make final payments of principal
        and
        interest on the Group I Notes in accordance with Section 3.02 hereof and
        payment
        to the Securities Administrator and the Master Servicer as set forth in Section
        5.08 of the Sale and Servicing Agreement, and this Indenture shall be discharged
        subject to the provisions of Section 4.09 hereof. If for any reason the amount
        deposited by the Holder of the Class I-E Certificates, or if there is no
        single
        holder, the majority Holder of the Class I-E Certificates, is not sufficient
        to
        make such redemption or such redemption cannot be completed for any reason,
        (a)
        the amount so deposited by the Holder of the Class I-E Certificates, or if
        there
        is no single holder, the majority Holder of the Class I-E Certificates, with
        the
        Securities Administrator shall be immediately returned to the Holder of the
        Class I-E Certificates, or if there is no single holder, the majority Holder
        of
        the Class I-E Certificates, in full and shall not be used for any other purpose
        or be deemed to be part of the Trust Estate and (b) the related Note Principal
        Balance of each of the Group I Notes shall continue to bear interest at the
        related Note Interest Rate.

       

      Section 8.07  Optional
        Redemption of the Group II Mortgage Loans. (a) The Class II-C
        Certificateholder shall have the right to repurchase all Group II
        Mortgage Loans and REO Properties at any time at which the
        aggregate Stated Principal Balance of all of the
        Group II Mortgage Loans in the Trust Fund is less than or equal to
        20% of the aggregate Cut-off Date Principal Balance of all of the
        Group II Mortgage Loans at a price (the “Group II Mortgage Loan Purchase
        Price”) equal to the sum of (i) 100% of the Stated Principal Balance of each
        Group II Mortgage Loan (other than in respect of REO Property), (ii) accrued
        interest thereon at the applicable Mortgage Rate to, but not including, the
        first day of the month of such purchase, (iii) the appraised value of any
        REO
        Property in the Trust Fund (up to the Stated Principal Balance of the related
        Mortgage Loan), such appraisal to be conducted by an appraiser mutually agreed
        upon by the related Servicer and the Securities Administrator and (iv)
        unreimbursed out-of pocket costs of the related Servicer or the Master Servicer,
        including unreimbursed Servicing Advances and the principal portion of any
        unreimbursed Advances made on the Group II Mortgage Loans prior to the exercise
        of such repurchase right, (v) the amount of any Reimbursement Amount (as
        defined
        in the Policy) due to the Note Insurer with respect to the Class II-A Notes,
        (vi) any unreimbursed costs and expenses of the Indenture Trustee and the
        Securities Administrator or of the Custodian pursuant to the Custodial Agreement
        and (vii) any Swap Termination Payment (which shall include any Net Swap
        Payment
        payable by the Trust Fund for the final Distribution Date) payable to the
        Group
        II Swap Provider which remains unpaid or which is due to the exercise of
        such
        option (the “Group II Swap Optional Termination Payment”).

       

      (b)  If
        the
        Class II-C Certificateholder elects to terminate the Trust relating to Loan
        Group II pursuant to Section 8.07(a) (such termination, a “Group II Optional
        Termination”), the Class II-C Certificateholder shall, at least 20 days prior to
        such Group II Optional Termination, notify in writing (which may be in
        electronic format) the Depositor, the Master Servicer, the Securities
        Administrator, the Indenture Trustee, the Note Insurer and the Group II Swap
        Provider of the final Payment Date on which the Class II-C Certificateholder
        intends to terminate the Trust relating to Loan Group II.  Following
        receipt of the notice, the Securities Administrator shall provide written
        notice
        to the Group II Noteholders of the final payment on the Group II Notes. Upon
        termination of the Trust relating to Loan Group II, the Class II-C
        Certificateholders shall present and surrender the related Class II-C
        Certificates at the Corporate Office of the Securities Administrator, as
        further
        set forth in Section 8.01 of the Amended and Restated Trust Agreement. Such
        Group II Optional Termination shall be subject to the Note Insurer’s consent if
        the termination would result in a draw on the Policy or if, after such purchase,
        amounts would remain owed to the Note Insurer with respect to the Class II-A
        Notes under either this Indenture or the Insurance Agreement.

       

      (c)  In
        connection with any Group II Optional Termination, four Business Days prior
        to
        the final Payment Date specified in the notice required pursuant to Section
        8.07(b), the Securities Administrator shall, no later than 4:00 p.m. New
        York
        City time on such day, request from the Group II Swap Provider the amount
        of the
        Group II Estimated Swap Termination Payment.  The Group II Swap
        Provider shall, no later than 2:00 p.m. on the following Business Day, notify
        in
        writing (which may be in electronic format) the Securities Administrator
        of the
        amount of the Group II Estimated Swap Termination Payment, and the Securities
        Administrator shall promptly on the same day notify the Class II-C
        Certificateholder of the amount of the Group II Estimated Swap Termination
        Payment.

       

      (d)  Two
        Business Days prior to the final Payment Date specified in the notice required
        pursuant to Section 8.07(b), (i) the Class II-C Certificateholder shall,
        no
        later than 1:00 p.m. New York City time on such Business Day, deposit funds
        in
        the Payment Account in an amount equal to the sum of the Group II Mortgage
        Loan
        Purchase Price (other than the Group II Swap Optional Termination Payment)
        and
        the Group II Estimated Swap Termination Payment, and (ii) if the Securities
        Administrator shall have determined that the aggregate Stated Principal Balance
        of all of the Group II Mortgage Loans in the Trust Fund as of the related
        Determination Date is less than or equal to
        20% of the aggregate Cut-off Date Principal Balance of all of the
        Group II Mortgage Loans and that all other requirements of the Group II Optional
        Termination have been met, including without limitation the deposit required
        pursuant to the immediately preceding clause (i) as well as the requirements
        specified in Section 8.10, then the Securities Administrator shall, on such
        Business Day, provide written notice to the Class II-C Certificateholder,
        the
        Depositor, the Master Servicer, the Custodian and the Group II Swap Provider
        confirming (a) its receipt of the Group II Mortgage Loan Purchase Price (other
        than the Group II Swap Optional Termination Payment) and the Group II Estimated
        Swap Termination Payment and (b) that all other requirements of the Group
        II
        Optional Termination have been met.  Upon the Securities
        Administrator’s providing the notice described in the preceding sentence, the
        Group II Optional Termination shall become irrevocable, the notice to Group
        II
        Noteholders of such Group II Optional Termination provided pursuant to Section
        8.07(b) shall become unrescindable, the Group II Swap Provider shall determine
        the Group II Swap Optional Termination Payment in accordance with the Group
        II
        Swap Agreement, and the Group II Swap Provider shall provide to the Securities
        Administrator written notice of the amount of the Group II Swap Optional
        Termination Payment not later than one Business Day prior to the final Payment
        Date specified in the notice required pursuant to Section 8.07(b).

       

      (e)  In
        connection with any Group II Optional Termination, only an amount equal to
        the
        Group II Mortgage Loan Purchase Price less any Group II Swap Optional
        Termination Payment shall be made available for distribution to the Group
        II
        Notes and Group II-C Certificates. Any Group II Estimated Swap Termination
        Payment deposited into the Payment Account by the Class II-C Certificateholder
        shall be withdrawn by the Securities Administrator from the Payment Account
        on
        the final Payment Date and paid as follows:  (i) to the Group II
        Supplemental Interest Trust for payment to the Group II Swap Provider, an
        amount
        equal to the Group II Swap Optional Termination Amount calculated pursuant
        to
        the Group II Swap Agreement, provided that, in no event shall the amount
        paid to
        the Group II Swap Provider in respect of the Group II Swap Optional Termination
        Amount exceed the Group II Estimated Swap Termination Payment, and (ii) to
        the
        Class II-C Certificateholder, an amount equal to the excess, if any, of the
        Group II Estimated Swap Termination Payment over the Group II Swap Optional
        Termination Payment.  The Group II Swap Optional Termination Payment
        shall not be part of any REMIC and shall not be paid into any account which
        is
        part of any REMIC.

       

      (f)  Upon
        receipt by the Custodian of notice from the Securities Administrator pursuant
        to
        Section 8.07(b) and the receipt by the Custodian of a Request for Release
        therefor, the Custodian shall promptly release to the Master Servicer, as
        applicable the Mortgage Files for the Group II Mortgage Loans and the Indenture
        Trustee shall execute and deliver any documents prepared and delivered to
        it
        which are necessary to transfer any REO Property.

       

      (g)  [reserved].

       

      Section 8.08  Optional
        Redemption of the Group III Mortgage Loans. (a) The Class III-C
        Certificateholder shall have the right to repurchase all Group III Mortgage
        Loans and REO Properties at any time at which the aggregate Stated Principal
        Balance of all of the Group III Mortgage Loans in the Trust Fund is less
        than or
        equal to 20% of the aggregate Cut-off Date Principal Balance of all of the
        Group
        III Mortgage Loans at a price (the “Group III Mortgage Loan Purchase Price”)
        equal to the sum of (i) 100% of the Stated Principal Balance of each Group
        III
        Mortgage Loan (other than in respect of REO Property), (ii) accrued interest
        thereon at the applicable Mortgage Rate to, but not including, the first
        day of
        the month of such purchase, (iii) the appraised value of any REO Property
        in the
        Trust Fund (up to the Stated Principal Balance of the related Mortgage Loan),
        such appraisal to be conducted by an appraiser mutually agreed upon by the
        related Servicer and the Securities Administrator and (iv) unreimbursed out-of
        pocket costs of the related Servicer or the Master Servicer, including
        unreimbursed Servicing Advances and the principal portion of any unreimbursed
        Advances made on the Group III Mortgage Loans prior to the exercise of such
        repurchase right, (v) the amount of any Reimbursement Amount due to the Note
        Insurer with respect to the Class III-A Notes, (vi) any unreimbursed costs
        and
        expenses of the Indenture Trustee and the Securities Administrator or of
        the
        Custodian pursuant to the Custodial Agreement and (vii) any Swap Termination
        Payment (which shall include any Net Swap Payment payable by the Trust Fund
        for
        the final Payment Date) payable to the Group III Swap Provider which remains
        unpaid or which is due to the exercise of such option (the “Group III Swap
        Optional Termination Payment”).

       

      (b)  If
        the
        Class III-C Certificateholder elects to terminate the Trust relating to Loan
        Group III pursuant to Section 8.08(a) (such termination, a “Group III Optional
        Termination”), the Class III-C Certificateholder shall, at least 20 days prior
        to such Group III Optional Termination, notify in writing (which may be in
        electronic format) the Depositor, the Master Servicer, the Securities
        Administrator, the Indenture Trustee, the Note Insurer and the Group III
        Swap
        Provider of the final Payment Date on which the Class III-C Certificateholder
        intends to terminate the Trust relating to Loan Group III.  Following
        receipt of the notice, the Securities Administrator shall provide written
        notice
        to the Group III Noteholders of the final payment on the Group III Notes.
        Upon
        termination of the Trust relating to Loan Group III, the Class III-C
        Certificateholders shall present and surrender the related Class III-C
        Certificates at the Corporate Office of the Securities Administrator, as
        further
        set forth in Section 8.01 of the Amended and Restated Trust Agreement. Such
        Group III Optional Termination shall be subject to the Note Insurer’s consent if
        the termination would result in a draw on the Policy or if, after such purchase,
        amounts would remain owed to the Note Insurer with respect to the Class III-A
        Notes under either this Indenture or the Insurance Agreement.

       

      (c)  In
        connection with any Group III Optional Termination, four Business Days prior
        to
        the final Payment Date specified in the notice required pursuant to Section
        8.08(b), the Securities Administrator shall, no later than 4:00 p.m. New
        York
        City time on such day, request from the Group III Swap Provider the amount
        of
        the Group III Estimated Swap Termination Payment.  The Group III Swap
        Provider shall, no later than 2:00 p.m. on the following Business Day, notify
        in
        writing (which may be in electronic format) the Securities Administrator
        of the
        amount of the Group III Estimated Swap Termination Payment, and the Securities
        Administrator shall promptly on the same day notify the Class III-C
        Certificateholder of the amount of the Group III Estimated Swap Termination
        Payment.

       

      (d)  Two
        Business Days prior to the final Payment Date specified in the notice required
        pursuant to Section 8.08(b), (i) the Class III-C Certificateholder shall,
        no
        later than 1:00 p.m. New York City time on such Business Day, deposit funds
        in
        the Payment Account in an amount equal to the sum of the Group III Mortgage
        Loan
        Purchase Price (other than the Group III Swap Optional Termination Payment)
        and
        the Group III Estimated Swap Termination Payment, and (ii) if the Securities
        Administrator shall have determined that the aggregate Stated Principal Balance
        of all of the Group III Mortgage Loans in the Trust Fund as of the related
        Determination Date is less than or equal to
        20% of the aggregate Cut-off Date Principal Balance of all of the
        Group III Mortgage Loans and that all other requirements of the Group III
        Optional Termination have been met, including without limitation the deposit
        required pursuant to the immediately preceding clause (i) as well as the
        requirements specified in Section 8.10, then the Securities Administrator
        shall,
        on such Business Day, provide written notice to the Group III Noteholders,
        the
        Depositor, the Master Servicer, the Custodian and the Group III Swap Provider
        confirming (a) its receipt of the Group III Mortgage Loan Purchase Price
        (other
        than the Group III Swap Optional Termination Payment) and the Group III
        Estimated Swap Termination Payment and (b) that all other requirements of
        the
        Group III Optional Termination have been met.  Upon the Securities
        Administrator’s providing the notice described in the preceding sentence, the
        Group III Optional Termination shall become irrevocable, the notice to Class
        III-C Certificateholders of such Group III Optional Termination provided
        pursuant to Section 8.08(b) shall become unrescindable, the Group III Swap
        Provider shall determine the Group III Swap Optional Termination Payment
        in
        accordance with the Group III Swap Agreement, and the Group III Swap Provider
        shall provide to the Securities Administrator written notice of the amount
        of
        the Group III Swap Optional Termination Payment not later than one Business
        Day
        prior to the final Payment Date specified in the notice required pursuant
        to
        Section 8.08(b).

       

      (e)  In
        connection with any Group III Optional Termination, only an amount equal
        to the
        Group III Mortgage Loan Purchase Price less any Group III Swap Optional
        Termination Payment shall be made available for distribution to the Group
        III
        Notes and Class III-C Certificates. Any Group III Estimated Swap Termination
        Payment deposited into the Payment Account by the Class III-C Certificateholder
        shall be withdrawn by the Securities Administrator from the Payment Account
        on
        the final Payment Date and paid as follows:  (i) to the Group III
        Supplemental Interest Trust for payment to the Group III Swap Provider, an
        amount equal to the Group III Swap Optional Termination Amount calculated
        pursuant to the Group III Swap Agreement, provided that, in no event shall
        the
        amount paid to the Group III Swap Provider in respect of the Group III Swap
        Optional Termination Amount exceed the Group III Estimated Swap Termination
        Payment, and (ii) to the Class III-C Certificateholder, an amount equal to
        the
        excess, if any, of the Group III Estimated Swap Termination Payment over
        the
        Group III Swap Optional Termination Payment.  The Group III Swap
        Optional Termination Payment shall not be part of any REMIC and shall not
        be
        paid into any account which is part of any REMIC.

       

      (f)  Upon
        receipt by the Custodian of notice from the Securities Administrator pursuant
        to
        Section 8.08(b) and the receipt by the Custodian of a Request for Release
        therefor, the Custodian shall promptly release to the Master Servicer, as
        applicable the Mortgage Files for the Group III Mortgage Loans and the Indenture
        Trustee shall execute and deliver any documents prepared and delivered to
        it
        which are necessary to transfer any REO Property.

       

      (g)  Notwithstanding
        the foregoing, the provisions of Section 8.03 hereof shall survive the
        termination of this Agreement.

       

      Section 8.09  [reserved].

       

      Section 8.10  Additional
        Requirements for Optional Redemption.  (a) Upon exercise by any
        Holder of Regular Certificates of its purchase option as provided in Sections
        8.06, 8.07 or 8.08 above, the related Notes shall be redeemed and the portion
        of
        the Trust Estate related to such Notes shall be terminated in accordance
        with
        the following additional requirements, unless the Indenture Trustee, the
        Note
        Insurer, the Securities Administrator and Owner Trustee have been supplied
        with
        an Opinion of Counsel addressed to the Indenture Trustee, the Securities
        Administrator and Owner Trustee, at the expense of the Holder of the related
        Regular Certificates, to the effect that the failure of the Trust Estate
        to
        comply with the requirements of this Section respect to such termination
        will
        not (i) result in the imposition of taxes on “prohibited transactions” of a
        REMIC created hereunder, or (ii) cause a REMIC created hereunder to fail
        to
        qualify as a REMIC at any time that any Notes or Certificates are
        outstanding:

       

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

       

      (ii)           During
        such 90-day liquidation period, and at or prior to the time of making the
        final
        payment on the related Notes and Certificates, the Indenture Trustee shall
        sell
        all of the assets of REMIC I, REMIC II or REMIC III, as applicable, for cash;
        and

       

      (iii)           At
        the time of the making of the final payment on the related Notes and
        Certificates, the Securities Administrator and Owner Trustee shall distribute
        or
        credit, or cause to be distributed or credited, to the Certificate Paying
        Agent
        for distribution to the Holders of the related Residual Certificates all
        cash on
        hand (other than cash retained to meet claims), and REMIC I, REMIC II, REMIC
        III, REMIC IV or REMIC V, as applicable, shall terminate at that
        time.

       

      (b)  By
        their acceptance of the Notes, the Holders thereof hereby authorize the adoption
        of a 90-day liquidation period and the adoption of a plan of complete
        liquidation for each related REMIC created hereunder, which authorization
        shall
        be binding upon all successor Noteholders.  The Securities
        Administrator, as agent for each REMIC created hereunder, 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 Holder of the related Regular
        Certificates 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 Holder of the related Regular
        Certificates.

       

      Section 8.11  Group
        II Pre-Funding Account.

       

      (a)  No
        later
        than the Closing Date, the Securities Administrator shall establish and maintain
        a segregated trust account or sub-account of a trust account, which shall
        be
        titled “Group II Pre-Funding Account, LaSalle Bank National Association as
        securities administrator on behalf of Citibank, N.A., as indenture trustee
        for
        the benefit of holders of Bear Stearns Second Lien Trust 2007-1, Mortgage-Backed
        Notes, Series 2007-1” (the “Group II Pre-Funding Account”). The Group II
        Pre-Funding Account shall be an Eligible Account or a sub account of an Eligible
        Account. The Securities Administrator shall, promptly upon receipt, deposit
        in
        the Group II Pre-Funding Account and retain therein the Group II Pre-Funding
        Amount remitted on the Closing Date to the Securities Administrator by the
        Depositor. Funds deposited in the Group II Pre-Funding Account shall be held
        in
        trust by the Securities Administrator for the Holders of the Group II Notes
        and
        Group II Certificates for the uses and purposes set forth herein.

       

      (b)  The
        Securities Administrator shall invest funds deposited in the Group II
        Pre-Funding Account as directed by the Depositor or its designee in writing
        in
        Permitted Investments with a maturity date no later than the Business Day
        immediately preceding the date on which such funds are required to be withdrawn
        from such account pursuant to this Agreement, or, if no written direction
        is
        received by the Securities Administrator from the Depositor, then funds in
        such
        account shall remain uninvested. For federal income tax purposes, the Depositor
        or its designee shall be the owner of the Group II Pre-Funding Account and
        shall
        report all items of income, deduction, gain or loss arising therefrom. All
        income and gain realized from investment of funds deposited in the Group
        II
        Pre-Funding Account shall be transferred to the Group II Interest Coverage
        Account on the Business Day immediately preceding each Payment Date. The
        Depositor or its designee shall deposit in the Group II Pre-Funding Account
        the
        amount of any net loss incurred in respect of any such Permitted Investment
        immediately upon realization of such loss without any right of reimbursement
        therefor. At no time will the Group II Pre-Funding Account be an asset of
        any
        REMIC created hereunder. Amounts on deposit in the Group II Pre-Funding Account
        shall be withdrawn by the Securities Administrator as follows:

       

      (i)  On
        any
        Subsequent Transfer Date, the Securities Administrator shall withdraw from
        the
        Group II Pre-Funding Account an amount equal to 100% of the Stated Principal
        Balance of the Group II Subsequent Mortgage Loans (as identified on the Mortgage
        Loan Schedule provided by the Depositor) transferred and assigned to the
        Trust
        for deposit in Loan Group II on such Subsequent Transfer Date and remit such
        amount to the Depositor;

       

      (ii)  If
        the
        amount on deposit in the Group II Pre-Funding Account (exclusive of investment
        income) has not been reduced to zero by the close of business on the date
        of
        termination of the Group II Pre-Funding Period, then at the close of business
        on
        such date, the Securities Administrator shall deposit into the Payment Account
        any amounts remaining in the Group II Pre-Funding Account (exclusive of
        investment income) for distribution in accordance with Section
        3.02(h);

       

      (iii)  To
        withdraw any amount not required to be deposited in the Group II Pre-Funding
        Account or deposited therein in error; and

       

      (iv)  Upon
        the
        earliest of (i) the reduction of the Stated Principal Balance of the Group
        II
        Mortgage Loans to zero or (ii) the termination of this Agreement with respect
        to
        the Group II Notes and Group II Certificates in accordance with Section 8.06,
        to
        withdraw any amount remaining on deposit in the Group II Pre-Funding Account,
        first, for deposit into the Payment Account for payment to the Group II
        Noteholders and Group II Certificateholders then entitled to payments in
        respect
        of principal in accordance with Section 3.02(e) until the Note Principal
        Balance
        of the Group II Notes and Certificate Principal Balance of the Group II
        Certificates have been reduced to zero, and then, for payment to the Depositor
        of any remaining amount.

       

      Withdrawals
        pursuant to clauses (i), (ii) and (iv) shall be treated as contributions
        of cash
        to REMIC II on the date of withdrawal.

       

      Section 8.12  Group
        II Interest Coverage Account.

       

      (a)  No
        later
        than the Closing Date, the Securities Administrator shall establish and maintain
        a segregated trust account or a sub account of a trust account, which shall
        be
        titled “Group II Interest Coverage Account, LaSalle Bank National Association,
        as securities administrator on behalf of Citibank, N.A., as indenture trustee
        for the benefit of holders of Bear Stearns Second Lien Trust 2007-1,
        Mortgage-Backed Notes, Series 2007-1” (the “Group II Interest Coverage
        Account”). The Group II Interest Coverage Account shall be an Eligible Account
        or a sub-account of an Eligible Account. The Securities Administrator shall,
        promptly upon receipt, deposit in the Group II Interest Coverage Account
        and
        retain therein the Group II Initial Interest Coverage Deposit remitted on
        the
        Closing Date to the Securities Administrator by the Depositor and all income
        and
        gain realized from investment of funds deposited in the Group II Pre-Funding
        Account pursuant to Section 8.09(b). Funds deposited in the Group II Interest
        Coverage Account shall be held in trust by the Securities Administrator for
        the
        Group II Noteholders and Group II Certificateholders for the uses and purposes
        set forth herein.

       

      (b)  For
        federal income tax purposes, the Depositor shall be the owner of the Group
        II
        Interest Coverage Account and shall report all items of income, deduction,
        gain
        or loss arising therefrom. At no time will the Group II Interest Coverage
        Account be an asset of any REMIC created hereunder. All income and gain realized
        from investment of funds deposited in the Group II Interest Coverage Account,
        which investment shall be made solely upon the written direction of the
        Depositor, shall be for the sole and exclusive benefit of the Depositor and
        shall be remitted by the Securities Administrator to the Depositor no later
        than
        the first Business Day following receipt of such income and gain by the
        Securities Administrator. If no written direction with respect to such
        investment shall be received by the Securities Administrator from the Depositor,
        then funds in such Account shall remain uninvested.  The Depositor
        shall deposit in the Group II Interest Coverage Account the amount of any
        net
        loss incurred in respect of any such Permitted Investment immediately upon
        realization of such loss and any additional amounts necessary to make payments
        pursuant to paragraph (c) below to the extent amounts on deposit in the Group
        II
        Interest Coverage Account are insufficient.

       

      (c)  On
        each
        Payment Date during the Group II Pre-Funding Period and on the day of
        termination of the Group II Pre-Funding Period, the Securities Administrator
        shall withdraw from the Group II Interest Coverage Account and deposit in
        the
        Distribution Account an amount equal to the Group II Interest Coverage
        Distribution Amount for such Payment Date. Immediately following any such
        withdrawal and deposit, and immediately following the conveyance of any Group
        II
        Subsequent Mortgage Loan to the Trust on any Subsequent Transfer Date, the
        Securities Administrator shall, at the request of the Depositor, withdraw
        from
        the Group II Interest Coverage Account and remit to the Depositor or its
        designee an amount equal to the excess, if any, of the amount remaining in
        such
        Group II Interest Coverage Account over the amount that would be required
        to be
        withdrawn therefrom (assuming sufficient funds therein) pursuant to the second
        preceding sentence on each subsequent Payment Date, if any, that will occur
        during the Group II Pre-Funding Period or on the day of termination of the
        Group
        II Pre-Funding Period if no Group II Subsequent Mortgage Loan were acquired
        by
        the Trust Fund after the end of the Prepayment Period relating to the current
        Payment Date or the Payment Date following the end of the Group II Pre-Funding
        Period, as applicable. On the day of termination of the Group II Pre-Funding
        Period, the Securities Administrator shall withdraw from the Group II Interest
        Coverage Account and remit to the Depositor or its designee the amount remaining
        in such Group II Interest Coverage Account after payment of the amount required
        to be withdrawn therefrom pursuant to the third preceding sentence on the
        day of
        termination of the Group II Pre-Funding Period.

       

      (d)  Upon
        the
        earliest of (i) the Payment Date immediately following the end of the Group
        II
        Pre-Funding Period, (ii) the reduction of the Note Principal Balance of the
        Group II Notes and Certificate Principal Balance of the Group II Certificates
        to
        zero and (iii) the termination of this Agreement with respect to the Group
        II
        Notes and Group II Certificates in accordance with Section 8.06, any amount
        remaining on deposit in the Group II Interest Coverage Account after payments
        pursuant to paragraph (c) above shall be withdrawn by the Securities
        Administrator and paid, first, to the Holders of the Group II Notes and Group
        II
        Certificates in respect of any interest due and payable to such Holders,
        and
        then, to the Depositor or its designee.

       

      Withdrawals
        pursuant to clauses (c) and (d) shall be treated as contributions of cash
        to
        REMIC II on the date of withdrawal.

       

      Section 8.13  Group
        III Pre-Funding Account.

       

      (a)  No
        later
        than the Closing Date, the Securities Administrator shall establish and maintain
        a segregated trust account or sub-account of a trust account, which shall
        be
        titled “Group III Pre-Funding Account, LaSalle Bank National Association, as
        securities administrator on behalf of Citibank, N.A., as indenture trustee
        for
        the benefit of holders of Bear Stearns Second Lien Trust, Mortgage-Backed
        Notes,
        Series 2007-1” (the “Group III Pre-Funding Account”). The Group III Pre-Funding
        Account shall be an Eligible Account or a sub account of an Eligible Account.
        The Securities Administrator shall, promptly upon receipt, deposit in the
        Group
        III Pre-Funding Account and retain therein the Group III Pre-Funding Amount
        remitted on the Closing Date to the Securities Administrator by the Depositor.
        Funds deposited in the Group III Pre-Funding Account shall be held in trust
        by
        the Securities Administrator for the Holders of the Group III Notes and Group
        III Certificates for the uses and purposes set forth herein.

       

      (b)  The
        Securities Administrator shall invest funds deposited in the Group III
        Pre-Funding Account as directed by the Depositor or its designee in writing
        in
        Permitted Investments with a maturity date no later than the Business Day
        immediately preceding the date on which such funds are required to be withdrawn
        from such account pursuant to this Agreement, or, if no written direction
        is
        received by the Securities Administrator from the Depositor, then funds in
        such
        account shall remain uninvested. For federal income tax purposes, the Depositor
        or its designee shall be the owner of the Group III Pre-Funding Account and
        shall report all items of income, deduction, gain or loss arising therefrom.
        All
        income and gain realized from investment of funds deposited in the Group
        III
        Pre-Funding Account shall be transferred to the Group III Interest Coverage
        Account on the Business Day immediately preceding each Payment Date. The
        Depositor or its designee shall deposit in the Group III Pre-Funding Account
        the
        amount of any net loss incurred in respect of any such Permitted Investment
        immediately upon realization of such loss without any right of reimbursement
        therefor. At no time will the Group III Pre-Funding Account be an asset of
        any
        REMIC created hereunder. Amounts on deposit in the Group III Pre-Funding
        Account
        shall be withdrawn by the Securities Administrator as follows:

       

      (i)  On
        any
        Subsequent Transfer Date, the Securities Administrator shall withdraw from
        the
        Group III Pre-Funding Account an amount equal to 100% of the Stated Principal
        Balances of the Group III Subsequent Mortgage Loans (as identified on the
        Mortgage Loan Schedule provided by the Depositor) transferred and assigned
        to
        the Trust for deposit in Loan Group III on such Subsequent Transfer Date
        and
        remit such amount to the Depositor;

       

      (ii)  If
        the
        amount on deposit in the Group III Pre-Funding Account (exclusive of investment
        income) has not been reduced to zero by the close of business on the date
        of
        termination of the Group III Pre-Funding Period, then at the close of business
        on such date, the Securities Administrator shall deposit into the Payment
        Account any amounts remaining in the Group III Pre-Funding Account (exclusive
        of
        investment income) for distribution in accordance with Section
        3.02(e);

       

      (iii)  To
        withdraw any amount not required to be deposited in the Group II Pre-Funding
        Account or deposited therein in error; and

       

      (iv)  Upon
        the
        earliest of (i) the reduction of the Stated Principal Balance of the Group
        III
        Mortgage Loans to zero or (ii) the termination of this Agreement with respect
        to
        Group III Notes and Group III Certificates in accordance with Section 8.06,
        to
        withdraw any amount remaining on deposit in the Group III Pre-Funding Account
        deposit into the Payment Account for payment to the Group III Noteholders
        and
        Group III Certificateholders then entitled to payments in respect of principal
        in accordance with Section 3.02(h) until the Note Principal Balance of the
        Group
        III Notes and Group III Certificates have been reduced to zero, and then,
        for
        payment to the Depositor of any remaining amount.

       

      Withdrawals
        pursuant to clauses (i), (ii) and (iv) shall be treated as contributions
        of cash
        to REMIC III on the date of withdrawal.

       

    

    Section
      8.14  Group
      III Interest Coverage Account.

     

    (a)  No
      later
      than the Closing Date, the Securities Administrator shall establish and maintain
      a segregated trust account or a sub account of a trust account, which shall
      be
      titled “Group III Interest Coverage Account, LaSalle Bank National Association,
      as securities administrator on behalf of Citibank, N.A. as indenture trustee
      for
      the benefit of holders of Bear Stearns Second Lien Trust, Mortgage-Backed Notes,
      Series 2007-1” (the “Group III Interest Coverage Account”). The Group III
      Interest Coverage Account shall be an Eligible Account or a sub-account of
      an
      Eligible Account. The Securities Administrator shall, promptly upon receipt,
      deposit in the Group III Interest Coverage Account and retain therein the Group
      III Initial Interest Coverage Deposit remitted on the Closing Date to the
      Securities Administrator by the Depositor and all income and gain realized
      from
      investment of funds deposited in the Group III Pre-Funding Account pursuant
      to
      Section 8.11(b). Funds deposited in the Group III Interest Coverage Account
      shall be held in trust by the Securities Administrator for the Group III
      Noteholders and Group III Certificateholders for the uses and purposes set
      forth
      herein.

     

    (b)  For
      federal income tax purposes, the Depositor shall be the owner of the Group
      III
      Interest Coverage Account and shall report all items of income, deduction,
      gain
      or loss arising therefrom. At no time will the Group III Interest Coverage
      Account be an asset of any REMIC created hereunder. All income and gain realized
      from investment of funds deposited in the Group III Interest Coverage Account,
      which investment shall be made solely upon the written direction of the
      Depositor, shall be for the sole and exclusive benefit of the Depositor and
      shall be remitted by the Securities Administrator to the Depositor no later
      than
      the first Business Day following receipt of such income and gain by the
      Securities Administrator. If no written direction with respect to such
      investment shall be received by the Securities Administrator from the Depositor,
      then funds in such Account shall remain uninvested. The Depositor shall deposit
      in the Group III Interest Coverage Account the amount of any net loss incurred
      in respect of any such Permitted Investment immediately upon realization of
      such
      loss and any additional amounts necessary to make payments pursuant to paragraph
      (c) below to the extent amounts in the Group III Interest Coverage Account
      are
      insufficient.

     

    (c)  On
      each
      Payment Date during the Group III Pre-Funding Period and on the day of
      termination of the Group III Pre-Funding Period, the Securities Administrator
      shall withdraw from the Group III Interest Coverage Account and deposit in
      the
      Distribution Account an amount equal to the Group III Interest Coverage
      Distribution Amount for such Payment Date. Immediately following any such
      withdrawal and deposit, and immediately following the conveyance of any Group
      III Subsequent Mortgage Loan to the Trust on any Subsequent Transfer Date,
      the
      Securities Administrator shall, at the request of the Depositor, withdraw from
      the Group III Interest Coverage Account and remit to the Depositor or its
      designee an amount equal to the excess, if any, of the amount remaining in
      such
      Group III Interest Coverage Account over the amount that would be required
      to be
      withdrawn therefrom (assuming sufficient funds therein) pursuant to the second
      preceding sentence on each subsequent Payment Date, if any, that will occur
      during the Group III Pre-Funding Period and on the day of termination of the
      Group III Pre-Funding Period if no Group III Subsequent Mortgage Loan were
      acquired by the Trust Fund after the end of the Prepayment Period relating
      to
      the current Payment Date or the Payment Date following the end of the Group
      III
      Pre-Funding Period, as applicable. On the day of termination of the Group III
      Pre-Funding Period, the Securities Administrator shall withdraw from the Group
      III Interest Coverage Account and remit to the Depositor or its designee the
      amount remaining in such Group III Interest Coverage Account after payment
      of
      the amount required to be withdrawn therefrom pursuant to the third preceding
      sentence on the day of termination of the Group III Pre-Funding Period.


     

    (d)  Upon
      the
      earliest of (i) the Payment Date immediately following the end of the Group
      III
      Pre-Funding Period, (ii) the reduction of the Note Principal Balance of the
      Group III Notes and Group III Certificates to zero and (iii) the termination
      of
      this Agreement with respect to the Group III Notes and Group III Certificates
      in
      accordance with Section 8.06, any amount remaining on deposit in the Group
      III
      Interest Coverage Account after distributions pursuant to paragraph (c) above
      shall be withdrawn by the Securities Administrator and paid, first, to the
      Holders of the Group III Notes and Group III Certificates in respect of any
      interest due and payable to such Holders, and then, to the Depositor or its
      designee.

     

    Withdrawals
      pursuant to clauses (i), (ii) and (iv) shall be treated as contributions of
      cash
      to REMIC III on the date of withdrawal.

     

     

    ARTICLE
      IX

    SUPPLEMENTAL
      INDENTURES

     

    Section
      9.01  Supplemental
      Indentures Without Consent of Noteholders.
      (a)
      Without
      the consent of the Holders of any Notes or Certificates but with prior written
      consent of the Note Insurer (which consent shall not be unreasonably withheld)
      and prior notice to the Rating Agencies, the Issuing Entity, the Indenture
      Trustee, the Note Insurer and the Securities Administrator, when authorized
      by
      an Issuer Request, at any time and from time to time, may enter into one or
      more
      indentures supplemental hereto, in form satisfactory to the Indenture Trustee
      and the Securities Administrator, for any of the following
      purposes:

     

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

     

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

     

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

     

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

     

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

     

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

     

    (vii)  to
      modify, eliminate or add to any of the provisions herein to such extent as
      shall
      be necessary or appropriate to maintain the qualification of any REMIC created
      hereunder as a REMIC under the Code or to avoid or minimize the risk of the
      imposition of any tax on any REMIC created hereunder, provided that the
      Indenture Trustee, the Securities Administrator, the Note Insurer and Owner
      Trustee have been provided an Opinion of Counsel addressed to the Indenture
      Trustee, the Securities Administrator and Owner Trustee, which opinion shall
      be
      an expense of the party requesting such opinion but in any case shall not be
      an
      expense of the Indenture Trustee, the Securities Administrator, the Owner
      Trustee, the Note Insurer or the Trust Estate, to the effect that such action
      is
      necessary or appropriate to maintain such qualification or to avoid or minimize
      the risk of the imposition of such a tax;

     

    provided,
      however,
      that no
      such indenture supplements shall be entered into unless the Indenture Trustee,
      the Note Insurer Owner Trustee and the Securities Administrator shall have
      received an Opinion of Counsel not at the expense of the Indenture Trustee
      or
      the Securities Administrator as to the enforceability of any such indenture
      supplement and to the effect that (i) such indenture supplement is permitted
      hereunder and will not materially and adversely affect the Holders of the Notes
      or the Note Insurer and (ii) entering into such indenture supplement will not
      cause the imposition of any tax on any REMIC created hereunder, any Noteholder
      or any Certificateholder or cause any of REMIC created hereunder to cease to
      qualify as a REMIC at any time that any Notes or Certificates are outstanding.
      

     

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

     

    (b)  With
      the
      consent of the Note Insurer (which consent shall not be unreasonably withheld),
      the Issuing Entity, the Securities Administrator and the Indenture Trustee,
      when
      authorized by an Issuer Request, in the case of the Securities Administrator
      and
      the Indenture Trustee may, also without the consent of any of the Holders of
      the
      Notes and prior notice to the Rating Agencies enter into an indenture or
      indentures supplemental hereto for the purpose of adding any provisions to,
      or
      changing in any manner or eliminating any of the provisions of, this Indenture
      or of modifying in any manner the rights of the Holders of the Notes under
      this
      Indenture; provided, however, that such action as evidenced by an Opinion of
      Counsel (not at the expense of the Securities Administrator or the Indenture
      Trustee) addressed to the Indenture Trustee, the Note Insurer, the Securities
      Administrator and Owner Trustee, (i) is permitted by this Indenture, (ii) shall
      not adversely affect in any material respect the interests of any Noteholder
      or
      adversely affect the interests of the Note Insurer and (iii) shall not cause
      the
      imposition of any tax on any REMIC created hereunder, any Noteholder or any
      Certificateholder or cause any of REMIC created hereunder to cease to qualify
      as
      a REMIC at any time that any Notes or Certificates are outstanding.

     

    Notwithstanding
      any of the other provisions of this section 9.01, none of the parties to this
      Agreement shall enter into any amendment to this Agreement that could reasonably
      be expected to have a material adverse effect on the interests of the related
      Swap Provider hereunder (excluding, for the avoidance of doubt, any amendment
      to
      the Indenture that is entered into solely for the purpose of appointing a
      successor servicer, master servicer, securities administrator, trustee or other
      service provider) without the prior written consent of the related Swap
      Provider, which consent shall not be unreasonably withheld, conditioned or
      delayed.

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    and
      provided,
      further,
      that
      such action shall not, as evidenced by an Opinion of Counsel addressed to the
      Indenture Trustee, the Note Insurer, the Securities Administrator and Owner
      Trustee, cause the imposition of any tax on any REMIC created hereunder, any
      Noteholder or any Certificateholder or cause any of REMIC created hereunder
      to
      cease to qualify as a REMIC at any time that any Notes or Certificates are
      outstanding.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    ARTICLE
      X

    TAX
      MATTERS

     

    Section
      10.01  Description
      of REMICs and Designation of REMIC Interests. 

     

    REMIC
      I

     

    As
      provided herein, the Securities Administrator will elect to treat the segregated
      pool of assets consisting of the Group I HELOCs and certain other related assets
      subject to this Indenture and the other Basic Documents (other than the Group
      I
      Net WAC Cap Rate Carryover Reserve Account) as a REMIC for federal income tax
      purposes, and such segregated pool of assets will be designated as “REMIC I”.
      The Class I-S Certificates will be the sole class of Residual Interests in
      REMIC
      I for purposes of the REMIC Provisions. The following table irrevocably sets
      forth the designation, the Uncertificated REMIC I Pass-Through Rate, the initial
      Uncertificated Principal Balance and, for purposes of satisfying Treasury
      Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
      each of the REMIC I Regular Interests. None of the REMIC I Regular Interests
      will be certificated.

     

    
      	
              Designation

            	 	
              Uncertificated
                REMIC I

              Pass-Through
                Rate

            	 	
              Initial
                Uncertificated 

              Principal
                Balance

            	 	
              Latest
                Possible 

              Maturity
                Date (1)

            
	
              AA

            	 	
              Variable(2)

            	 	
              $
                344,844,308.66 

            	 	
              January
                25, 2037

            
	
              I-A

            	 	
              Variable(2)

            	 	
              $    
                2,959,320.00 

            	 	
              January
                25, 2037

            
	
              I-M-1

            	 	
              Variable(2)

            	 	
              $         
                75,650.00 

            	 	
              January
                25, 2037

            
	
              I-M-2

            	 	
              Variable(2)

            	 	
              $           
                8,620.00 

            	 	
              January
                25, 2037

            
	
              I-M-3

            	 	
              Variable(2)

            	 	
              $       
                  70,380.00 

            	 	
              January
                25, 2037

            
	
              I-M-4

            	 	
              Variable(2)

            	 	
              $         
                63,340.00 

            	 	
              January
                25, 2037

            
	
              I-B-1

            	 	
              Variable(2)

            	 	
              $         
                66,860.00 

            	 	
              January
                25, 2037

            
	
              I-B-2

            	 	
              Variable(2)

            	 	
              $         
                58,060.00 

            	 	
              January
                25, 2037

            
	
              I-B-3

            	 	
              Variable(2)

            	 	
              $         
                56,300.00 

            	 	
              January
                25, 2037

            
	
              I-B-4

            	 	
              Variable(2)

            	 	
              $         
                63,340.00 

            	 	
              January
                25, 2037

            
	
              ZZ

            	 	
              Variable(2)

            	 	
              $    
                3,555,768.95 

            	 	
              January
                25, 2037

            


    

    ___________________________

    
      	
              (1)

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

            


    

    


    
      	
              (2)

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

            


    

     

    
 

    REMIC
      II

     

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

    

      
        	
                 

                Designation

              	 	
                Uncertificated
                  REMIC II

                Pass-Through
                  Rate

              	 	
                Initial
                  Uncertificated 

                Principal
                  Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date (1)

              
	
                I-1-A

              	 	
                Variable(2)

              	 	
                $
                  6,995,766.76

              	 	
                August
                  25, 2037

              
	
                I-1-B

              	 	
                Variable(2)

              	 	
                $
                  6,995,766.76

              	 	
                August
                  25, 2037

              
	
                I-2-A

              	 	
                Variable(2)

              	 	
                $
                  6,789,929.11

              	 	
                August
                  25, 2037

              
	
                I-2-B

              	 	
                Variable(2)

              	 	
                $
                  6,789,929.11

              	 	
                August
                  25, 2037

              
	
                I-3-A

              	 	
                Variable(2)

              	 	
                $
                  6,590,138.13

              	 	
                August
                  25, 2037

              
	
                I-3-B

              	 	
                Variable(2)

              	 	
                $
                  6,590,138.13

              	 	
                August
                  25, 2037

              
	
                I-4-A

              	 	
                Variable(2)

              	 	
                $
                  6,396,216.38

              	 	
                August
                  25, 2037

              
	
                I-4-B

              	 	
                Variable(2)

              	 	
                $
                  6,396,216.38

              	 	
                August
                  25, 2037

              
	
                I-5-A

              	 	
                Variable(2)

              	 	
                $
                  6,207,991.64

              	 	
                August
                  25, 2037

              
	
                I-5-B

              	 	
                Variable(2)

              	 	
                $
                  6,207,991.64

              	 	
                August
                  25, 2037

              
	
                I-6-A

              	 	
                Variable(2)

              	 	
                $
                  6,025,296.70

              	 	
                August
                  25, 2037

              
	
                I-6-B

              	 	
                Variable(2)

              	 	
                $
                  6,025,296.70

              	 	
                August
                  25, 2037

              
	
                I-7-A

              	 	
                Variable(2)

              	 	
                $
                  5,847,969.30

              	 	
                August
                  25, 2037

              
	
                I-7-B

              	 	
                Variable(2)

              	 	
                $
                  5,847,969.30

              	 	
                August
                  25, 2037

              
	
                I-8-A

              	 	
                Variable(2)

              	 	
                $
                  5,675,851.91

              	 	
                August
                  25, 2037

              
	
                I-8-B

              	 	
                Variable(2)

              	 	
                $
                  5,675,851.91

              	 	
                August
                  25, 2037

              
	
                I-9-A

              	 	
                Variable(2)

              	 	
                $
                  5,508,791.61

              	 	
                August
                  25, 2037

              
	
                I-9-B

              	 	
                Variable(2)

              	 	
                $
                  5,508,791.61

              	 	
                August
                  25, 2037

              
	
                I-10-A

              	 	
                Variable(2)

              	 	
                $
                  5,346,640.00

              	 	
                August
                  25, 2037

              
	
                I-10-B

              	 	
                Variable(2)

              	 	
                $
                  5,346,640.00

              	 	
                August
                  25, 2037

              
	
                I-11-A

              	 	
                Variable(2)

              	 	
                $
                  5,189,253.01

              	 	
                August
                  25, 2037

              
	
                I-11-B

              	 	
                Variable(2)

              	 	
                $
                  5,189,253.01

              	 	
                August
                  25, 2037

              
	
                I-12-A

              	 	
                Variable(2)

              	 	
                $
                  5,036,490.79

              	 	
                August
                  25, 2037

              
	
                I-12-B

              	 	
                Variable(2)

              	 	
                $
                  5,036,490.79

              	 	
                August
                  25, 2037

              
	
                I-13-A

              	 	
                Variable(2)

              	 	
                $
                  4,888,217.60

              	 	
                August
                  25, 2037

              
	
                I-13-B

              	 	
                Variable(2)

              	 	
                $
                  4,888,217.60

              	 	
                August
                  25, 2037

              
	
                I-14-A

              	 	
                Variable(2)

              	 	
                $
                  4,744,301.69

              	 	
                August
                  25, 2037

              
	
                I-14-B

              	 	
                Variable(2)

              	 	
                $
                  4,744,301.69

              	 	
                August
                  25, 2037

              
	
                I-15-A

              	 	
                Variable(2)

              	 	
                $
                  4,604,615.15

              	 	
                August
                  25, 2037

              
	
                I-15-B

              	 	
                Variable(2)

              	 	
                $
                  4,604,615.15

              	 	
                August
                  25, 2037

              
	
                I-16-A

              	 	
                Variable(2)

              	 	
                $
                  4,469,033.85

              	 	
                August
                  25, 2037

              
	
                I-16-B

              	 	
                Variable(2)

              	 	
                $
                  4,469,033.85

              	 	
                August
                  25, 2037

              
	
                I-17-A

              	 	
                Variable(2)

              	 	
                $
                  4,337,437.28

              	 	
                August
                  25, 2037

              
	
                I-17-B

              	 	
                Variable(2)

              	 	
                $
                  4,337,437.28

              	 	
                August
                  25, 2037

              
	
                I-18-A

              	 	
                Variable(2)

              	 	
                $
                  4,209,708.47

              	 	
                August
                  25, 2037

              
	
                I-18-B

              	 	
                Variable(2)

              	 	
                $
                  4,209,708.47

              	 	
                August
                  25, 2037

              
	
                I-19-A

              	 	
                Variable(2)

              	 	
                $
                  4,085,733.89

              	 	
                August
                  25, 2037

              
	
                I-19-B

              	 	
                Variable(2)

              	 	
                $
                  4,085,733.89

              	 	
                August
                  25, 2037

              
	
                I-20-A

              	 	
                Variable(2)

              	 	
                $
                  3,965,403.32

              	 	
                August
                  25, 2037

              
	
                I-20-B

              	 	
                Variable(2)

              	 	
                $
                  3,965,403.32

              	 	
                August
                  25, 2037

              
	
                I-21-A

              	 	
                Variable(2)

              	 	
                $
                  3,848,609.79

              	 	
                August
                  25, 2037

              
	
                I-21-B

              	 	
                Variable(2)

              	 	
                $
                  3,848,609.79

              	 	
                August
                  25, 2037

              
	
                I-22-A

              	 	
                Variable(2)

              	 	
                $
                  3,735,249.47

              	 	
                August
                  25, 2037

              
	
                I-22-B

              	 	
                Variable(2)

              	 	
                $
                  3,735,249.47

              	 	
                August
                  25, 2037

              
	
                I-23-A

              	 	
                Variable(2)

              	 	
                $
                  3,625,221.56

              	 	
                August
                  25, 2037

              
	
                I-23-B

              	 	
                Variable(2)

              	 	
                $
                  3,625,221.56

              	 	
                August
                  25, 2037

              
	
                I-24-A

              	 	
                Variable(2)

              	 	
                $
                  3,518,428.23

              	 	
                August
                  25, 2037

              
	
                I-24-B

              	 	
                Variable(2)

              	 	
                $
                  3,518,428.23

              	 	
                August
                  25, 2037

              
	
                I-25-A

              	 	
                Variable(2)

              	 	
                $
                  3,414,774.51

              	 	
                August
                  25, 2037

              
	
                I-25-B

              	 	
                Variable(2)

              	 	
                $
                  3,414,774.51

              	 	
                August
                  25, 2037

              
	
                I-26-A

              	 	
                Variable(2)

              	 	
                $
                  3,314,168.23

              	 	
                August
                  25, 2037

              
	
                I-26-B

              	 	
                Variable(2)

              	 	
                $
                  3,314,168.23

              	 	
                August
                  25, 2037

              
	
                I-27-A

              	 	
                Variable(2)

              	 	
                $
                  3,216,519.90

              	 	
                August
                  25, 2037

              
	
                I-27-B

              	 	
                Variable(2)

              	 	
                $
                  3,216,519.90

              	 	
                August
                  25, 2037

              
	
                I-28-A

              	 	
                Variable(2)

              	 	
                $
                  3,121,742.68

              	 	
                August
                  25, 2037

              
	
                I-28-B

              	 	
                Variable(2)

              	 	
                $
                  3,121,742.68

              	 	
                August
                  25, 2037

              
	
                I-29-A

              	 	
                Variable(2)

              	 	
                $
                  3,029,752.26

              	 	
                August
                  25, 2037

              
	
                I-29-B

              	 	
                Variable(2)

              	 	
                $
                  3,029,752.26

              	 	
                August
                  25, 2037

              
	
                I-30-A

              	 	
                Variable(2)

              	 	
                $
                  2,940,466.82

              	 	
                August
                  25, 2037

              
	
                I-30-B

              	 	
                Variable(2)

              	 	
                $
                  2,940,466.82

              	 	
                August
                  25, 2037

              
	
                I-31-A

              	 	
                Variable(2)

              	 	
                $
                  2,853,806.93

              	 	
                August
                  25, 2037

              
	
                I-31-B

              	 	
                Variable(2)

              	 	
                $
                  2,853,806.93

              	 	
                August
                  25, 2037

              
	
                I-32-A

              	 	
                Variable(2)

              	 	
                $
                  2,769,695.48

              	 	
                August
                  25, 2037

              
	
                I-32-B

              	 	
                Variable(2)

              	 	
                $
                  2,769,695.48

              	 	
                August
                  25, 2037

              
	
                I-33-A

              	 	
                Variable(2)

              	 	
                $
                  2,688,057.65

              	 	
                August
                  25, 2037

              
	
                I-33-B

              	 	
                Variable(2)

              	 	
                $
                  2,688,057.65

              	 	
                August
                  25, 2037

              
	
                I-34-A

              	 	
                Variable(2)

              	 	
                $
                  2,608,820.78

              	 	
                August
                  25, 2037

              
	
                I-34-B

              	 	
                Variable(2)

              	 	
                $
                  2,608,820.78

              	 	
                August
                  25, 2037

              
	
                I-35-A

              	 	
                Variable(2)

              	 	
                $
                  2,531,914.37

              	 	
                August
                  25, 2037

              
	
                I-35-B

              	 	
                Variable(2)

              	 	
                $
                  2,531,914.37

              	 	
                August
                  25, 2037

              
	
                I-36-A

              	 	
                Variable(2)

              	 	
                $
                  2,457,269.98

              	 	
                August
                  25, 2037

              
	
                I-36-B

              	 	
                Variable(2)

              	 	
                $
                  2,457,269.98

              	 	
                August
                  25, 2037

              
	
                I-37-A

              	 	
                Variable(2)

              	 	
                $
                  2,384,821.18

              	 	
                August
                  25, 2037

              
	
                I-37-B

              	 	
                Variable(2)

              	 	
                $
                  2,384,821.18

              	 	
                August
                  25, 2037

              
	
                I-38-A

              	 	
                Variable(2)

              	 	
                $
                  2,314,503.47

              	 	
                August
                  25, 2037

              
	
                I-38-B

              	 	
                Variable(2)

              	 	
                $
                  2,314,503.47

              	 	
                August
                  25, 2037

              
	
                I-39-A

              	 	
                Variable(2)

              	 	
                $
                  2,246,254.28

              	 	
                August
                  25, 2037

              
	
                I-39-B

              	 	
                Variable(2)

              	 	
                $
                  2,246,254.28

              	 	
                August
                  25, 2037

              
	
                I-40-A

              	 	
                Variable(2)

              	 	
                $
                  2,180,012.83

              	 	
                August
                  25, 2037

              
	
                I-40-B

              	 	
                Variable(2)

              	 	
                $
                  2,180,012.83

              	 	
                August
                  25, 2037

              
	
                I-41-A

              	 	
                Variable(2)

              	 	
                $
                  2,115,720.17

              	 	
                August
                  25, 2037

              
	
                I-41-B

              	 	
                Variable(2)

              	 	
                $
                  2,115,720.17

              	 	
                August
                  25, 2037

              
	
                I-42-A

              	 	
                Variable(2)

              	 	
                $
                  2,053,319.05

              	 	
                August
                  25, 2037

              
	
                I-42-B

              	 	
                Variable(2)

              	 	
                $
                  2,053,319.05

              	 	
                August
                  25, 2037

              
	
                I-43-A

              	 	
                Variable(2)

              	 	
                $
                  1,992,753.90

              	 	
                August
                  25, 2037

              
	
                I-43-B

              	 	
                Variable(2)

              	 	
                $
                  1,992,753.90

              	 	
                August
                  25, 2037

              
	
                I-44-A

              	 	
                Variable(2)

              	 	
                $
                  1,933,970.79

              	 	
                August
                  25, 2037

              
	
                I-44-B

              	 	
                Variable(2)

              	 	
                $
                  1,933,970.79

              	 	
                August
                  25, 2037

              
	
                I-45-A

              	 	
                Variable(2)

              	 	
                $
                  63,369,206.89

              	 	
                August
                  25, 2037

              
	
                I-45-B

              	 	
                Variable(2)

              	 	
                $
                  63,369,206.89

              	 	
                August
                  25, 2037

              


      

    

    _____________________________________

    
      	
              (1)

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

            


    

     

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

     

     

    REMIC
      III

     

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

    

      
        	
                 

                Designation

              	 	
                Uncertificated
                  REMIC III

                Pass-Through
                  Rate

              	 	
                Initial
                  Uncertificated 

                Principal
                  Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date (1)

              
	
                I-1-A

              	 	
                Variable(2)

              	 	
                $
                  5,383,009.76

              	 	
                August
                  25, 2037

              
	
                I-1-B

              	 	
                Variable(2)

              	 	
                $
                  5,383,009.76

              	 	
                August
                  25, 2037

              
	
                I-2-A

              	 	
                Variable(2)

              	 	
                $
                  5,224,476.50

              	 	
                August
                  25, 2037

              
	
                I-2-B

              	 	
                Variable(2)

              	 	
                $
                  5,224,476.50

              	 	
                August
                  25, 2037

              
	
                I-3-A

              	 	
                Variable(2)

              	 	
                $
                  5,070,603.51

              	 	
                August
                  25, 2037

              
	
                I-3-B

              	 	
                Variable(2)

              	 	
                $
                  5,070,603.51

              	 	
                August
                  25, 2037

              
	
                I-4-A

              	 	
                Variable(2)

              	 	
                $
                  4,921,253.96

              	 	
                August
                  25, 2037

              
	
                I-4-B

              	 	
                Variable(2)

              	 	
                $
                  4,921,253.96

              	 	
                August
                  25, 2037

              
	
                I-5-A

              	 	
                Variable(2)

              	 	
                $
                  4,776,295.04

              	 	
                August
                  25, 2037

              
	
                I-5-B

              	 	
                Variable(2)

              	 	
                $
                  4,776,295.04

              	 	
                August
                  25, 2037

              
	
                I-6-A

              	 	
                Variable(2)

              	 	
                $
                  4,635,597.84

              	 	
                August
                  25, 2037

              
	
                I-6-B

              	 	
                Variable(2)

              	 	
                $
                  4,635,597.84

              	 	
                August
                  25, 2037

              
	
                I-7-A

              	 	
                Variable(2)

              	 	
                $
                  4,499,037.22

              	 	
                August
                  25, 2037

              
	
                I-7-B

              	 	
                Variable(2)

              	 	
                $
                  4,499,037.22

              	 	
                August
                  25, 2037

              
	
                I-8-A

              	 	
                Variable(2)

              	 	
                $
                  4,366,491.72

              	 	
                August
                  25, 2037

              
	
                I-8-B

              	 	
                Variable(2)

              	 	
                $
                  4,366,491.72

              	 	
                August
                  25, 2037

              
	
                I-9-A

              	 	
                Variable(2)

              	 	
                $
                  4,237,843.44

              	 	
                August
                  25, 2037

              
	
                I-9-B

              	 	
                Variable(2)

              	 	
                $
                  4,237,843.44

              	 	
                August
                  25, 2037

              
	
                I-10-A

              	 	
                Variable(2)

              	 	
                $
                  4,112,977.95

              	 	
                August
                  25, 2037

              
	
                I-10-B

              	 	
                Variable(2)

              	 	
                $
                  4,112,977.95

              	 	
                August
                  25, 2037

              
	
                I-11-A

              	 	
                Variable(2)

              	 	
                $
                  3,991,784.17

              	 	
                August
                  25, 2037

              
	
                I-11-B

              	 	
                Variable(2)

              	 	
                $
                  3,991,784.17

              	 	
                August
                  25, 2037

              
	
                I-12-A

              	 	
                Variable(2)

              	 	
                $
                  3,874,154.26

              	 	
                August
                  25, 2037

              
	
                I-12-B

              	 	
                Variable(2)

              	 	
                $
                  3,874,154.26

              	 	
                August
                  25, 2037

              
	
                I-13-A

              	 	
                Variable(2)

              	 	
                $
                  3,759,983.57

              	 	
                August
                  25, 2037

              
	
                I-13-B

              	 	
                Variable(2)

              	 	
                $
                  3,759,983.57

              	 	
                August
                  25, 2037

              
	
                I-14-A

              	 	
                Variable(2)

              	 	
                $
                  3,649,170.52

              	 	
                August
                  25, 2037

              
	
                I-14-B

              	 	
                Variable(2)

              	 	
                $
                  3,649,170.52

              	 	
                August
                  25, 2037

              
	
                I-15-A

              	 	
                Variable(2)

              	 	
                $
                  3,541,616.49

              	 	
                August
                  25, 2037

              
	
                I-15-B

              	 	
                Variable(2)

              	 	
                $
                  3,541,616.49

              	 	
                August
                  25, 2037

              
	
                I-16-A

              	 	
                Variable(2)

              	 	
                $
                  3,437,225.77

              	 	
                August
                  25, 2037

              
	
                I-16-B

              	 	
                Variable(2)

              	 	
                $
                  3,437,225.77

              	 	
                August
                  25, 2037

              
	
                I-17-A

              	 	
                Variable(2)

              	 	
                $
                  3,335,905.45

              	 	
                August
                  25, 2037

              
	
                I-17-B

              	 	
                Variable(2)

              	 	
                $
                  3,335,905.45

              	 	
                August
                  25, 2037

              
	
                I-18-A

              	 	
                Variable(2)

              	 	
                $
                  3,237,565.36

              	 	
                August
                  25, 2037

              
	
                I-18-B

              	 	
                Variable(2)

              	 	
                $
                  3,237,565.36

              	 	
                August
                  25, 2037

              
	
                I-19-A

              	 	
                Variable(2)

              	 	
                $
                  3,142,117.96

              	 	
                August
                  25, 2037

              
	
                I-19-B

              	 	
                Variable(2)

              	 	
                $
                  3,142,117.96

              	 	
                August
                  25, 2037

              
	
                I-20-A

              	 	
                Variable(2)

              	 	
                $
                  3,049,478.28

              	 	
                August
                  25, 2037

              
	
                I-20-B

              	 	
                Variable(2)

              	 	
                $
                  3,049,478.28

              	 	
                August
                  25, 2037

              
	
                I-21-A

              	 	
                Variable(2)

              	 	
                $
                  2,959,563.86

              	 	
                August
                  25, 2037

              
	
                I-21-B

              	 	
                Variable(2)

              	 	
                $
                  2,959,563.86

              	 	
                August
                  25, 2037

              
	
                I-22-A

              	 	
                Variable(2)

              	 	
                $
                  2,872,294.63

              	 	
                August
                  25, 2037

              
	
                I-22-B

              	 	
                Variable(2)

              	 	
                $
                  2,872,294.63

              	 	
                August
                  25, 2037

              
	
                I-23-A

              	 	
                Variable(2)

              	 	
                $
                  2,787,592.90

              	 	
                August
                  25, 2037

              
	
                I-23-B

              	 	
                Variable(2)

              	 	
                $
                  2,787,592.90

              	 	
                August
                  25, 2037

              
	
                I-24-A

              	 	
                Variable(2)

              	 	
                $
                  2,705,383.25

              	 	
                August
                  25, 2037

              
	
                I-24-B

              	 	
                Variable(2)

              	 	
                $
                  2,705,383.25

              	 	
                August
                  25, 2037

              
	
                I-25-A

              	 	
                Variable(2)

              	 	
                $
                  2,625,592.46

              	 	
                August
                  25, 2037

              
	
                I-25-B

              	 	
                Variable(2)

              	 	
                $
                  2,625,592.46

              	 	
                August
                  25, 2037

              
	
                I-26-A

              	 	
                Variable(2)

              	 	
                $
                  2,548,149.48

              	 	
                August
                  25, 2037

              
	
                I-26-B

              	 	
                Variable(2)

              	 	
                $
                  2,548,149.48

              	 	
                August
                  25, 2037

              
	
                I-27-A

              	 	
                Variable(2)

              	 	
                $
                  2,472,985.32

              	 	
                August
                  25, 2037

              
	
                I-27-B

              	 	
                Variable(2)

              	 	
                $
                  2,472,985.32

              	 	
                August
                  25, 2037

              
	
                I-28-A

              	 	
                Variable(2)

              	 	
                $
                  2,400,033.04

              	 	
                August
                  25, 2037

              
	
                I-28-B

              	 	
                Variable(2)

              	 	
                $
                  2,400,033.04

              	 	
                August
                  25, 2037

              
	
                I-29-A

              	 	
                Variable(2)

              	 	
                $
                  2,329,227.66

              	 	
                August
                  25, 2037

              
	
                I-29-B

              	 	
                Variable(2)

              	 	
                $
                  2,329,227.66

              	 	
                August
                  25, 2037

              
	
                I-30-A

              	 	
                Variable(2)

              	 	
                $
                  2,260,506.08

              	 	
                August
                  25, 2037

              
	
                I-30-B

              	 	
                Variable(2)

              	 	
                $
                  2,260,506.08

              	 	
                August
                  25, 2037

              
	
                I-31-A

              	 	
                Variable(2)

              	 	
                $
                  2,193,807.09

              	 	
                August
                  25, 2037

              
	
                I-31-B

              	 	
                Variable(2)

              	 	
                $
                  2,193,807.09

              	 	
                August
                  25, 2037

              
	
                I-32-A

              	 	
                Variable(2)

              	 	
                $
                  2,129,071.26

              	 	
                August
                  25, 2037

              
	
                I-32-B

              	 	
                Variable(2)

              	 	
                $
                  2,129,071.26

              	 	
                August
                  25, 2037

              
	
                I-33-A

              	 	
                Variable(2)

              	 	
                $
                  2,066,240.89

              	 	
                August
                  25, 2037

              
	
                I-33-B

              	 	
                Variable(2)

              	 	
                $
                  2,066,240.89

              	 	
                August
                  25, 2037

              
	
                I-34-A

              	 	
                Variable(2)

              	 	
                $
                  2,005,260.00

              	 	
                August
                  25, 2037

              
	
                I-34-B

              	 	
                Variable(2)

              	 	
                $
                  2,005,260.00

              	 	
                August
                  25, 2037

              
	
                I-35-A

              	 	
                Variable(2)

              	 	
                $
                  1,946,074.24

              	 	
                August
                  25, 2037

              
	
                I-35-B

              	 	
                Variable(2)

              	 	
                $
                  1,946,074.24

              	 	
                August
                  25, 2037

              
	
                I-36-A

              	 	
                Variable(2)

              	 	
                $
                  1,888,630.84

              	 	
                August
                  25, 2037

              
	
                I-36-B

              	 	
                Variable(2)

              	 	
                $
                  1,888,630.84

              	 	
                August
                  25, 2037

              
	
                I-37-A

              	 	
                Variable(2)

              	 	
                $
                  1,832,878.62

              	 	
                August
                  25, 2037

              
	
                I-37-B

              	 	
                Variable(2)

              	 	
                $
                  1,832,878.62

              	 	
                August
                  25, 2037

              
	
                I-38-A

              	 	
                Variable(2)

              	 	
                $
                  1,778,767.86

              	 	
                August
                  25, 2037

              
	
                I-38-B

              	 	
                Variable(2)

              	 	
                $
                  1,778,767.86

              	 	
                August
                  25, 2037

              
	
                I-39-A

              	 	
                Variable(2)

              	 	
                $
                  1,726,250.32

              	 	
                August
                  25, 2037

              
	
                I-39-B

              	 	
                Variable(2)

              	 	
                $
                  1,726,250.32

              	 	
                August
                  25, 2037

              
	
                I-40-A

              	 	
                Variable(2)

              	 	
                $
                  1,675,279.17

              	 	
                August
                  25, 2037

              
	
                I-40-B

              	 	
                Variable(2)

              	 	
                $
                  1,675,279.17

              	 	
                August
                  25, 2037

              
	
                I-41-A

              	 	
                Variable(2)

              	 	
                $
                  1,625,808.96

              	 	
                August
                  25, 2037

              
	
                I-41-B

              	 	
                Variable(2)

              	 	
                $
                  1,625,808.96

              	 	
                August
                  25, 2037

              
	
                I-42-A

              	 	
                Variable(2)

              	 	
                $
                  1,577,795.58

              	 	
                August
                  25, 2037

              
	
                I-42-B

              	 	
                Variable(2)

              	 	
                $
                  1,577,795.58

              	 	
                August
                  25, 2037

              
	
                I-43-A

              	 	
                Variable(2)

              	 	
                $
                  1,531,196.20

              	 	
                August
                  25, 2037

              
	
                I-43-B

              	 	
                Variable(2)

              	 	
                $
                  1,531,196.20

              	 	
                August
                  25, 2037

              
	
                I-44-A

              	 	
                Variable(2)

              	 	
                $
                  1,485,969.25

              	 	
                August
                  25, 2037

              
	
                I-44-B

              	 	
                Variable(2)

              	 	
                $
                  1,485,969.25

              	 	
                August
                  25, 2037

              
	
                I-45-A

              	 	
                Variable(2)

              	 	
                $
                  48,601,179.13

              	 	
                August
                  25, 2037

              
	
                I-45-B

              	 	
                Variable(2)

              	 	
                $
                  48,601,179.13

              	 	
                August
                  25, 2037

              


      

    

     

    _____________________________________

    
      	
              (1)

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

            


    

     

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

     

    


     

    REMIC
      IV

     

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

    

      
        	
                Designation

              	 	
                Uncertificated
                  REMIC IV

                Pass-Through
                  Rate

              	 	
                Initial
                  Uncertificated Principal Balance

              	 	
                Latest
                  Possible Maturity Date (1)

              
	
                II-AA

              	 	
                Variable(2)

              	 	
                $
                  464,872,501.66

              	 	
                August
                  25, 2037

              
	
                II-A

              	 	
                Variable(2)

              	 	
                $    
                  3,825,710.00

              	 	
                August
                  25, 2037

              
	
                II-M-1

              	 	
                Variable(2)

              	 	
                $         
                  99,610.00

              	 	
                August
                  25, 2037

              
	
                II-M-2

              	 	
                Variable(2)

              	 	
                $         
                  92,500.00

              	 	
                August
                  25, 2037

              
	
                II-M-3

              	 	
                Variable(2)

              	 	
                $         
                  85,380.00

              	 	
                August
                  25, 2037

              
	
                II-M-4

              	 	
                Variable(2)

              	 	
                $         
                  80,640.00

              	 	
                August
                  25, 2037

              
	
                II-M-5

              	 	
                Variable(2)

              	 	
                $        
                  83,010.00

              	 	
                August
                  25, 2037

              
	
                II-M-6

              	 	
                Variable(2)

              	 	
                $         
                  68,780.00

              	 	
                August
                  25, 2037

              
	
                II-B-1

              	 	
                Variable(2)

              	 	
                $         
                  64,040.00

              	 	
                August
                  25, 2037

              
	
                II-ZZ

              	 	
                Variable(2)

              	 	
                $      5,087,523.91

              	 	
                August
                  25, 2037

              
	
                II-IO

              	 	
                (2)

              	 	
                (3)

              	 	
                August
                  25, 2037

              
	
                III-AA

              	 	
                Variable(2)

              	 	
                $
                  357,253,368.65

              	 	
                August
                  25, 2037

              
	
                III-A

              	 	
                Variable(2)

              	 	
                $     2,912,710.00

              	 	
                August
                  25, 2037

              
	
                III-M-1

              	 	
                Variable(2)

              	 	
                $         
                  74,740.00

              	 	
                August
                  25, 2037

              
	
                III-M-2

              	 	
                Variable(2)

              	 	
                $         
                  71,080.00

              	 	
                August
                  25, 2037

              
	
                III-M-3

              	 	
                Variable(2)

              	 	
                $         
                  69,260.00

              	 	
                August
                  25, 2037

              
	
                III-M-4

              	 	
                Variable(2)

              	 	
                $         
                  65,620.00

              	 	
                August
                  25, 2037

              
	
                III-M-5

              	 	
                Variable(2)

              	 	
                $         
                  65,620.00

              	 	
                August
                  25, 2037

              
	
                III-M-6

              	 	
                Variable(2)

              	 	
                $         
                  54,680.00

              	 	
                August
                  25, 2037

              
	
                III-B-1

              	 	
                Variable(2)

              	 	
                $         
                  52,850.00

              	 	
                August
                  25, 2037

              
	
                III-ZZ

              	 	
                Variable(2)

              	 	
                $    
                  3,924,325.07

              	 	
                August
                  25, 2037

              
	
                III-IO

              	 	
                (2)

              	 	
                (3)

              	 	
                August
                  25, 2037

              


      

    

    
       

    

    ___________________________

    
      	
              (1)

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

            


    

    


    
      	
              (2)

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

            


    

    


    
      	
              (3)

            	
              REMIC
                IV Regular Interest II-IO and REMIC IV Regular Interest III-IO will
                not
                have Uncertificated Principal Balances but will accrue interest on
                their
                respective uncertificated notional amounts calculated in accordance
                with
                the related definition of “Uncertificated Notional
                Amount.”

            


    

    


     

    CERTIFICATES

     

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

     

    The
      following table irrevocably sets forth the designation, interest rate, initial
      principal balance and, for purposes of satisfying Treasury Regulation Section
      1.860G-1(a)(4)(iii), the “latest possible maturity date” for each class of
      Notes, Certificates and interests that represent ownership of the Regular
      Interests in REMIC V created hereunder. The Trust will also issue the Class
      I-X,
      Class II-X and Class III-X Certificates, as designated below, which will not
      represent Regular Interests in any REMIC created hereunder. 

     

    Each
      Note
      represents ownership of Regular Interests in REMIC V and also represents (i)
      the
      right to receive certain amounts specified herein in respect of Group I Net
      WAC
      Cap Rate Carryover Amounts or related Basis Risk Shortfall Carry Forward Amounts
      and (ii) the obligation to pay related Class IO Distribution Amounts. Each
      Class
      C Certificate represents ownership of Regular Interests in REMIC V and also
      represents (i) the obligation to pay certain amounts specified herein in respect
      of related Basis Risk Shortfall Carry Forward Amounts and (ii) the right to
      receive related Class IO Distribution Amounts. The entitlement to principal
      of
      each Regular Interest which corresponds to each Note or Certificate shall be
      equal in amount and timing to the entitlement to principal of such Note or
      Certificate.

     

    
      
        	
                
                  Designation

                

              	
                
                  Interest
                    Rate

                

              	
                
                  Initial
                    Principal Balance

                

              	
                
                  Latest
                    Possible Maturity Date(1)

                

              
	
                I-A

              	
                Variable(3)

              	
                $295,932,000.00

              	
                January
                  25, 2037

              
	
                I-M-1

              	
                Variable(3)

              	
                $7,565,000.00

              	
                January
                  25, 2037

              
	
                I-M-2

              	
                Variable(3)

              	
                $6,862,000.00

              	
                January
                  25, 2037

              
	
                I-M-3

              	
                Variable(3)

              	
                $7,038,000.00

              	
                January
                  25, 2037

              
	
                I-M-4

              	
                Variable(3)

              	
                $6,334,000.00

              	
                January
                  25, 2037

              
	
                I-B-1

              	
                Variable(3)

              	
                $6,686,000.00

              	
                January
                  25, 2037

              
	
                I-B-2

              	
                Variable(3)

              	
                $5,806,000.00

              	
                January
                  25, 2037

              
	
                I-B-3

              	
                Variable(3)

              	
                $5,630,000.00

              	
                January
                  25, 2037

              
	
                I-B-4

              	
                Variable(3)

              	
                $6,334,000.00

              	
                January
                  25, 2037

              
	
                I-E

              	
                Variable(4)

              	
                $3,694,947.61

              	
                January
                  25, 2037

              
	
                II-A(2)

              	
                Variable(3)

              	
                $382,571,000.00

              	
                August
                  25, 2037

              
	
                II-M-1(2)

              	
                Variable(3)

              	
                $9,961,000.00

              	
                August
                  25, 2037

              
	
                II-M-2(2)

              	
                Variable(3)

              	
                $9,250,000.00

              	
                August
                  25, 2037

              
	
                II-M-3(2)

              	
                Variable(3)

              	
                $8,538,000.00

              	
                August
                  25, 2037

              
	
                II-M-4(2)

              	
                Variable(3)

              	
                $8,064,000.00

              	
                August
                  25, 2037

              
	
                II-M-5(2)

              	
                Variable(3)

              	
                $8,301,000.00

              	
                August
                  25, 2037

              
	
                II-M-6(2)

              	
                Variable(3)

              	
                $6,878,000.00

              	
                August
                  25, 2037

              
	
                II-B-1(2)

              	
                Variable(3)

              	
                $6,404,000.00

              	
                August
                  25, 2037

              
	
                II-C

              	
                Variable(4)

              	
                $34,392,695.57

              	
                August
                  25, 2037

              
	
                Class
                  II-IO Interest

              	
                (5)

              	
                (6)

              	
                August
                  25, 2037

              
	
                III-A(2)

              	
                Variable(3)

              	
                $291,271,000.00

              	
                August
                  25, 2037

              
	
                III-M-1(2)

              	
                Variable(3)

              	
                $7,474,000.00

              	
                August
                  25, 2037

              
	
                III-M-2(2)

              	
                Variable(3)

              	
                $7,108,000.00

              	
                August
                  25, 2037

              
	
                III-M-3(2)

              	
                Variable(3)

              	
                $6,926,000.00

              	
                August
                  25, 2037

              
	
                III-M-4(2)

              	
                Variable(3)

              	
                $6,562,000.00

              	
                August
                  25, 2037

              
	
                III-M-5(2)

              	
                Variable(3)

              	
                $6,562,000.00

              	
                August
                  25, 2037

              
	
                III-M-6(2)

              	
                Variable(3)

              	
                $5,468,000.00

              	
                August
                  25, 2037

              
	
                III-B-1(2)

              	
                Variable(3)

              	
                $5,285,000.00

              	
                August
                  25, 2037

              
	
                III-C

              	
                Variable(4)

              	
                $27,888,253.72

              	
                August
                  25, 2037

              
	
                Class
                  III-IO Interest

              	
                (5)

              	
                (6)

              	
                August
                  25, 2037

              


      

       

      ___________________

    

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                Payment Date in the month following the maturity date for the Group
                I
                HELOCs with the latest maturity date has been designated as the “latest
                possible maturity date” for each of the Group I Notes and Class I-E
                Certificates, the Payment Date in the month following the maturity
                date
                for the Group II Mortgage Loan with the latest maturity date has
                been
                designated as the “latest possible maturity date” for each Regular
                Interest in REMIC V the ownership of which is represented by the
                Group II
                Notes, the Class II-C Certificates and the Class II-IO Interest,
                and the
                Payment Date in the month following the maturity date for the Group
                III
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for each Regular Interest in REMIC V the
                ownership of which is represented by the Group III Notes, the Class
                III-C
                Certificates and the Class III-IO
                Interest.

            


    

    


    
      	
              (2)

            	
              This
                Class of Notes represents ownership of a Regular Interest in REMIC
                V. Any
                amount distributed on this Class of Notes on any Payment Date in
                excess of
                the amount distributable on the related Regular Interest in REMIC
                V on
                such Payment Date shall be treated for federal income tax purposes
                as
                having been paid from the related Group II Basis Risk Shortfall Carry
                Forward Reserve Account, Group III Basis Risk Shortfall Carry Forward
                Reserve Account or Supplemental Interest Trust, as applicable, and
                any
                amount distributable on the related Regular Interest in REMIC V on
                such
                Payment Date in excess of the amount distributable on such Class
                of Notes
                on such Payment Date shall be treated for such purposes as having
                been
                distributed to the Holders of such Notes and then paid by such Holders
                to
                the related Supplemental Interest Trust, all pursuant to and as further
                provided in Section 3.23 or Section 3.24 as applicable,
                hereof.

            


    

    


    
      	
              (3)

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

            


    

    


    
      	
              (4)

            	
              Calculated
                in accordance with the related definition of “Class I-E Interest Rate”,
                “Class II-C Interest Rate” or “Class III-C Interest Rate”, as applicable.
                Each of the Regular Certificates will accrue interest at its variable
                interest rate determined in the foregoing related definition on its
                Notional Amount outstanding from time to time, which, in the case
                of the
                Class I-E Certificates, shall equal the aggregate Uncertificated
                Principal
                Balance of the REMIC I Regular Interests, in the case of the Class
                II-C
                Certificates, shall equal the aggregate Uncertificated Principal
                Balance
                of the REMIC IV Group II Regular Interests and, in the case of the
                Class
                III-C Certificates, shall equal the aggregate Uncertificated Principal
                Balance of the REMIC IV Group III Regular Interests. The Regular
                Certificates will not accrue interest on their Certificate Principal
                Balances.

            


    

    


    
      	
              (5)

            	
              For
                federal income tax purposes, the Class II-IO Interest and Class III-IO
                Interest will not have interest rates, but will be entitled to 100%
                of the
                amounts distributed on REMIC IV Regular Interest II-IO and REMIC
                IV
                Regular Interest III-IO,
                respectively.

            


    

    


    
      	
              (6)

            	
              For
                federal income tax purposes, the Class II-IO Interest and Class III-IO
                Interest will
                not have Uncertificated Principal Balances, but will have notional
                amounts
                equal to the Uncertificated Notional Amounts of REMIC IVI Regular
                Interest
                II-IO and REMIC IV Regular Interest III-IO,
                respectively.

            


    

    


    


    Section
      10.02  REMIC
      Elections and REMIC Distributions. 

     

    (a)  The
      Securities Administrator shall elect for each of REMIC I, REMIC II, REMIC III,
      REMIC IV and REMIC V to be treated as a REMIC under Section 860D of the Code.
      Any inconsistencies or ambiguities in this Indenture or any of the other Basic
      Documents or in the administration of this Indenture or the other Basic
      Documents shall be resolved in a manner that preserves the validity of such
      REMIC elections. 

     

    (b)  On
      each
      Payment Date, the following amounts with respect to the Group I HELOCs, in
      the
      following order of priority, shall be distributed by REMIC I to REMIC II on
      account of the REMIC I Regular Interests or withdrawn from the Payment Account
      and distributed to the Holders of the Class I-S Certificates, as the case may
      be:

     

    (i) from
      the
      Floating Allocation Percentage of the Group I Interest Collection Amount, to
      the
      holders of each REMIC I Regular Interest, pro
      rata,
      in an
      amount equal to (A) the Uncertificated Accrued Interest for such REMIC I Regular
      Interest for such Payment Date, plus (B) any amounts in respect thereof
      remaining unpaid from previous Payment Dates. Amounts payable as Uncertificated
      Accrued Interest in respect of REMIC I Regular Interest ZZ shall be reduced
      when
      the REMIC I Overcollateralization Amount is less than the REMIC I Required
      Overcollateralization Amount, by the lesser of (x) the amount of such difference
      and (y) the Group I Maximum Uncertificated Accrued Interest Deferral Amount,
      and
      such amount will be payable to the holders of each REMIC I Regular Interest
      for
      which a Note is the Corresponding Note in the same proportion as the Group
      I
      Overcollateralization Increase Amount is allocated to the Corresponding Notes
      for each such REMIC I Regular Interest, and the Uncertificated Principal Balance
      of REMIC I Regular Interest ZZ shall be increased by such amount;
      and

     

    (ii) to
      the
      holders of REMIC I Regular Interests, the Group I Available Principal Payment
      Amount, allocated as follows:

     

    (A)  98%
      of
      such amount to REMIC I Regular Interest AA, until the Uncertificated Principal
      Balance of such REMIC I Regular Interest is reduced to zero; and

     

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

     

    (iii) any
      remaining amount to the Holders of the Class I-S Certificates. 

     

    (c)  (1)
      On
      each
      Payment Date, the following amounts with respect to the Group II Mortgage Loans,
      in the following order of priority, shall be distributed by REMIC II to REMIC
      IV
      on account of the REMIC II Regular Interests or withdrawn from the Payment
      Account and distributed to the Holders of the Class II-R-1 Certificates, as
      the
      case may be:

     

    (i) from
      Interest Funds and Principal Funds related to the Group II Mortgage Loans,
      in
      each case determined without regard to the related clause (2)(ii) of the
      definitions thereof, to holders of each of the REMIC II Regular Interests I-1-A
      through I-45-B, pro
      rata,
      in an
      amount equal to (A) the Uncertificated Accrued Interest for such REMIC II
      Regular Interests for such Payment Date, plus (B) any amounts payable in respect
      thereof remaining unpaid from previous Payment Dates;

     

    (ii) to
      the
      extent of Interest Funds and Principal Funds related to the Group II Mortgage
      Loans, in each case determined without regard to the related clause (2)(ii)
      of
      the definitions thereof, remaining after the distribution made pursuant to
      clause (i) above, to REMIC II Regular Interests I-1-A through I-45-B, starting
      with the lowest numerical denomination, until the Uncertificated Principal
      Balances of each such REMIC II Regular Interest is reduced to zero; provided
      that, for REMIC II Regular Interests with the same numerical denomination,
      such
      payments of principal shall be allocated pro
      rata
      between
      such REMIC II Regular Interests; and

     

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

     

    (2) On
      each
      Payment Date, amounts representing Prepayment Charges on the Group II Mortgage
      loans shall be deemed distributed to the REMIC II Regular Interests,
pro
      rata, provided
      that such amounts shall not reduce the Uncertificated Principal Balances of
      the
      REMIC II Regular Interests.

     

    (d)  (1)On
      each
      Payment Date, the following amounts with respect to the Group III Mortgage
      Loans, in the following order of priority, shall be distributed by REMIC III
      to
      REMIC IV on account of the REMIC III Regular Interests or withdrawn from the
      Payment Account and distributed to the Holders of the Class III-R Certificates,
      as the case may be:

     

    (i) from
      Interest Funds and Principal Funds related to the Group III Mortgage Loans,
      in
      each case determined without regard to the related clause (2)(ii) of the
      definitions thereof, to holders of each of the REMIC III Regular Interests
      I-1-A
      through I-45-B, pro
      rata,
      in an
      amount equal to (A) the Uncertificated Accrued Interest for such REMIC III
      Regular Interests for such Payment Date, plus (B) any amounts payable in respect
      thereof remaining unpaid from previous Payment Dates;

     

    (ii) to
      the
      extent of Interest Funds and Principal Funds related to the Group III Mortgage
      Loans, in each case determined without regard to the related clause (2)(ii)
      of
      the definitions thereof, remaining after the distribution made pursuant to
      clause (i) above, to REMIC III Regular Interests I-1-A through I-45-B, starting
      with the lowest numerical denomination, until the Uncertificated Principal
      Balances of each such REMIC III Regular Interest is reduced to zero; provided
      that, for REMIC III Regular Interests with the same numerical denomination,
      such
      payments of principal shall be allocated pro
      rata
      between
      such REMIC III Regular Interests; and

     

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

     

    (2) On
      each
      Payment Date, amounts representing Prepayment Charges on the Group III Mortgage
      loans shall be deemed distributed to the REMIC III Regular Interests,
pro
      rata, provided
      that such amounts shall not reduce the Uncertificated Principal Balances of
      the
      REMIC III Regular Interests.

     

    (e) (1) On
      each
      Payment Date, the following amounts with respect to the Group II Mortgage Loans,
      in the following order of priority, shall be distributed by REMIC IV to REMIC
      V
      on account of the REMIC IV Group II Regular Interests or withdrawn from the
      Payment Account and distributed to the Holders of the Class II-R-2 Certificates,
      as the case may be:

     

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

     

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

     

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

     

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

     

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

     

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

     

    (2) On
      each
      Payment Date, 100% of the Prepayment Charges deemed distributed on the REMIC
      II
      Regular Interests shall be distributed, pro
      rata, to
      the
      Holders of the REMIC IV Group II Regular Interests (other than REMIC IV Regular
      Interest II-IO), provided that such amounts shall not reduce the Uncertificated
      Principal Balances of the REMIC IV Group II Regular Interests.

     

    (f) (1) On
      each
      Payment Date, the following amounts with respect to the Group III Mortgage
      Loans, in the following order of priority, shall be distributed by REMIC IV
      to
      REMIC V on account of the REMIC IV Group III Regular Interests or withdrawn
      from
      the Payment Account and distributed to the Holders of the Class II-R-2
      Certificates, as the case may be:

     

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

     

    (ii) to
      the
      extent of the Interest Funds and Principal Funds related to the Group III
      Mortgage Loans, in each case determined without regard to the related clause
      (2)(ii) of the definitions thereof, remaining after the distribution pursuant
      to
      clause (i), to the holders of each REMIC IV Group III Regular Interest (other
      than REMIC IV Regular Interest III-IO), pro
      rata,
      in an
      amount equal to (A) the Uncertificated Accrued Interest for such REMIC III
      Regular Interest for such Payment Date, plus (B) any amounts in respect thereof
      remaining unpaid from previous Payment Dates. Amounts payable as Uncertificated
      Accrued Interest in respect of REMIC IV Regular Interest III-ZZ shall be reduced
      when the REMIC IV Group III Overcollateralization Amount is less than the REMIC
      IV Group III Required Overcollateralization Amount, by the lesser of (x) the
      amount of such difference and (y) the Group III Maximum Uncertificated Accrued
      Interest Deferral Amount, and such amount will be payable to the holders of
      each
      REMIC IV Group III Regular Interest for which a Group III Note is a
      Corresponding Note in the same proportion as the Group III Overcollateralization
      Increase Amount is allocated to the Corresponding Notes for each such REMIC
      IV
      Group III Regular Interest, and the Uncertificated Principal Balance of REMIC
      IV
      Regular Interest III-ZZ shall be increased by such amount;

     

    (iii) to
      the
      holders of the REMIC IV Group III Regular Interests (other than REMIC IV Regular
      Interest III-IO) in an amount equal to the remainder of the Interest Funds
      and
      Principal Funds related to the Group III Mortgage Loans, in each case determined
      without regard to the related clause (2)(ii) of the definitions thereof, for
      such Payment Date after the distributions made pursuant to clauses (i) and
      (ii)
      above, allocated as follows:

     

    (C)  98%
      of
      such remainder to the holders of REMIC IV Regular Interest III-AA, until the
      Uncertificated Principal Balance of such REMIC IV Regular Interest is reduced
      to
      zero; and

     

    (D)  2%
      of
      such remainder, first, to the holders of each REMIC IV Group III Regular
      Interest for which a Group III Note is a Corresponding Note, in an aggregate
      amount equal to 1% of and in the same proportion as principal payments are
      allocated to the Corresponding Notes for each such REMIC IV Group III Regular
      Interest, until the Uncertificated Principal Balances of such REMIC IV Group
      III
      Regular Interests are reduced to zero, and second, to the holders of REMIC
      IV
      Regular Interest III-ZZ, until the Uncertificated Principal Balance of such
      REMIC IV Regular Interest is reduced to zero; and

     

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

     

    (2) On
      each
      Payment Date, 100% of the Prepayment Charges deemed distributed on the REMIC
      III
      Regular Interests shall be distributed, pro
      rata, to
      the
      Holders of the REMIC IV Group III Regular Interests (other than REMIC IV Regular
      Interest III-IO), provided that such amounts shall not reduce the Uncertificated
      Principal Balances of the REMIC IV Group III Regular Interests.

     

    (f) On
      each
      Payment Date, interest shall be deemed payable from REMIC V to the holders
      of
      each REMIC V Regular Interest the ownership of which is represented by the
      Group
      II Notes or Group III Notes at a pass-through rate equal to the lesser of (i)
      the Note Interest Rate for the Corresponding Note determined without regard
      to
      the related Net WAC Cap Rate for such Payment Date and (ii) the Net WAC Cap
      Rate
      for the REMIC V Regular Interest the ownership of which is represented by the
      Corresponding Note for such Payment Date, in each case on a principal balance
      equal to the Note Principal Balance of the Corresponding Note for such Payment
      Date. For the avoidance of doubt, principal shall be payable to, and shortfalls,
      losses and prepayments shall be allocable to, the REMIC V Regular Interests
      the
      ownership of which is represented by the Group II Notes or Group III Notes
      as
      such amounts are payable and allocable to the Corresponding Notes.

     

    (g) On
      each
      Payment Date, an amount equal to the aggregate amount distributed pursuant
      to
      Sections 3.02(a)(v), (viii) and (x), 3.02(c)(1)(vi) and (2)(xiii) on such date
      shall be deemed distributed from REMIC V to the Holder of the Class I-E
      Certificates in respect of the Class I-E Distribution Amount, an amount equal
      to
      the aggregate amount distributed pursuant to Sections 3.02(e)(1)(xi) and (2)(xi)
      and 3.02(f)(iii) and (vi) with respect to the Class II-C Certificates on such
      date shall be deemed distributed from REMIC V to the Holder of the Class II-C
      Certificates in respect of the Class II-C Distribution Amount, and an amount
      equal to the aggregate amount distributed pursuant to Sections 3.02(h)(1)(xi)
      and (2)(xi) and 3.02(i)(iii) and (vi) with respect to the Class III-C
      Certificates on such date shall be deemed distributed from REMIC V to the Holder
      of the Class III-C Certificates in respect of the Class III-C Distribution
      Amount.

     

    (h) On
      each
      Payment Date, 100% of the Prepayment Charges deemed distributed on the REMIC
      IV
      Group II Regular Interests shall be deemed distributed from REMIC V in respect
      of the Class II-C Certificates, and 100% of the Prepayment Charges deemed
      distributed on the REMIC IV Group III Regular Interests shall be deemed
      distributed from REMIC V in respect of the Class III-C
      Certificates.

     

    (i) On
      each
      Payment Date, 100% of the amounts deemed distributed on REMIC IV Regular
      Interest II-IO on such date shall be deemed distributed by REMIC V in respect
      of
      the Class II-IO Interest for deposit into the Group II Supplemental Interest
      Trust, and 100% of the amounts deemed distributed on REMIC IV Regular Interest
      III-IO on such date shall be deemed distributed by REMIC V in respect of the
      Class III-IO Interest for deposit into the Group III Supplemental Interest
      Trust. 

     

    Section
      10.03  Allocation
      of Group I Charge-Off Amounts and Realized Losses. 

     

    (a) The
      Floating Allocation Percentage of Group I Charge-Off Amounts on the Group I
      HELOCs shall be allocated on each Payment Date to the following REMIC I Regular
      Interests in the following specified percentages: first, to Uncertificated
      Accrued Interest payable to the REMIC I Regular Interest AA and REMIC I Regular
      Interest ZZ up to an aggregate amount equal to the REMIC I Interest Loss
      Allocation Amount, 98.00% and 2.00%, respectively; and second, to the
      Uncertificated Principal Balances of REMIC I Regular Interest AA and REMIC
      I
      Regular Interest ZZ up to an aggregate amount equal to the REMIC I Principal
      Loss Allocation Amount, 98.00% and 2.00%, respectively. Any subsequent
      allocation of the Floating Allocation Percentage of Group I Charge-Off Amounts
      made pursuant to Section 3.19 shall be allocated on each Payment Date to the
      following REMIC I Regular Interests in the following specified percentages:
      first, to the Uncertificated Principal Balances of REMIC I Regular Interest
      AA,
      REMIC I Regular Interest I-B-4 and REMIC I Regular Interest ZZ, 98.00%, 1.00%
      and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC
      I
      Regular Interest I-B-4 has been reduced to zero; second, to the Uncertificated
      Principal Balances of REMIC I Regular Interest AA, REMIC I Regular Interest
      I-B-3 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively,
      until the Uncertificated Principal Balance of REMIC I Regular Interest I-B-3
      has
      been reduced to zero; third, to the Uncertificated Principal Balances of REMIC
      I
      Regular Interest AA, REMIC I Regular Interest I-B-2 and REMIC I Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
      Balance of REMIC I Regular Interest I-B-2 has been reduced to zero; fourth,
      to
      the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC
      I
      Regular Interest I-B-1 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Principal Balance of REMIC I Regular
      Interest I-B-1 has been reduced to zero; fifth, to the Uncertificated Principal
      Balances of REMIC I Regular Interest AA, REMIC I Regular Interest I-M-4 and
      REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
      Uncertificated Principal Balance of REMIC I Regular Interest I-M-4 has been
      reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC I
      Regular Interest AA, REMIC I Regular Interest I-M-3 and REMIC I Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
      Balance of REMIC I Regular Interest I-M-3 has been reduced to zero; seventh,
      to
      the Uncertificated Principal Balances of REMIC I Regular Interest AA, REMIC
      I
      Regular Interest I-M-2 and REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Principal Balance of REMIC I Regular
      Interest I-M-2 has been reduced to zero; eighth, to the Uncertificated Principal
      Balances of REMIC I Regular Interest AA, REMIC I Regular Interest I-M-1 and
      REMIC I Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
      Uncertificated Principal Balance of REMIC I Regular Interest I-M-1 has been
      reduced to zero; and ninth, to the Uncertificated Principal Balances of REMIC
      I
      Regular Interest AA, REMIC I Regular Interest I-A and REMIC I Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
      Balance of REMIC I Regular Interest I-A has been reduced to zero.

     

    (b)        
       (1) All
      Realized Losses on the Group II Mortgage Loans shall be allocated on each
      Payment Date to REMIC II
      Regular
      Interest I-1-A through REMIC II Regular Interest I-45-B, starting with the
      lowest numerical denomination until the Uncertificated Principal Balance of
      each
      such REMIC II Regular Interest has been reduced to zero, provided that, for
      REMIC II Regular Interests with the same numerical denomination, such Realized
      Losses shall be allocated pro
      rata
      between
      such REMIC II Regular Interests. 

     

    (2) All
      Realized Losses on the Group II Mortgage Loans shall be allocated on each
      Payment Date to the following REMIC IV Group II Regular Interests in the
      following specified percentages: first, to Uncertificated Accrued Interest
      payable to REMIC IV Regular Interest II-AA and REMIC IV Regular Interest II-ZZ
      up to an aggregate amount equal to the REMIC IV Group II Interest Loss
      Allocation Amount (without duplication of shortfalls allocated pursuant to
      Section 1.04), 98.00% and 2.00%, respectively; second, to the Uncertificated
      Principal Balances of REMIC IV Regular Interest II-AA and REMIC IV Regular
      Interest II-ZZ up to an aggregate amount equal to the REMIC IV Group II
      Principal Loss Allocation Amount, 98.00% and 2.00%, respectively; third, to
      the
      Uncertificated Principal Balances of REMIC IV Regular Interest II-AA, REMIC
      IV
      Regular Interest II-B-1 and REMIC IV Regular Interest II-ZZ, 98.00%, 1.00%
      and
      1.00%, respectively, until the Uncertificated Principal Balance of REMIC IV
      Regular Interest II-B-1 has been reduced to zero; fourth, to the Uncertificated
      Principal Balances of REMIC IV Regular Interest II-AA, REMIC IV Regular Interest
      II-M-6 and REMIC IV Regular Interest II-ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Principal Balance of REMIC IV Regular
      Interest II-M-6 has been reduced to zero; fifth, to the Uncertificated Principal
      Balances of REMIC IV Regular Interest II-AA, REMIC IV Regular Interest II-M-5
      and REMIC IV Regular Interest II-ZZ, 98.00%, 1.00% and 1.00%, respectively,
      until the Uncertificated Principal Balance of REMIC IV Regular Interest II-M-5
      has been reduced to zero; sixth, to the Uncertificated Principal Balances of
      REMIC IV Regular Interest II-AA, REMIC IV Regular Interest II-M-4 and REMIC
      IV
      Regular Interest II-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the
      Uncertificated Principal Balance of REMIC IV Regular Interest II-M-4 has been
      reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC
      IV
      Regular Interest II-AA, REMIC IV Regular Interest II-M-3 and REMIC IV Regular
      Interest II-ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
      Principal Balance of REMIC IV Regular Interest II-M-3 has been reduced to zero;
      eighth, to the Uncertificated Principal Balances of REMIC IV Regular Interest
      II-AA, REMIC IV Regular Interest II-M-2 and REMIC IV Regular Interest II-ZZ,
      98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Principal
      Balance of REMIC IV Regular Interest II-M-2 has been reduced to zero; ninth,
      to
      the Uncertificated Principal Balances of REMIC IV Regular Interest II-AA, REMIC
      IV Regular Interest II-M-1 and REMIC IV Regular Interest II-ZZ, 98.00%, 1.00%
      and 1.00%, respectively, until the Uncertificated Principal Balance of REMIC
      IV
      Regular Interest II-M-1 has been reduced to zero; and tenth, to the
      Uncertificated Principal Balances of REMIC IV Regular Interest II-AA, REMIC
      IV
      Regular Interest II-A and REMIC IV Regular Interest II-ZZ, 98.00%, 1.00% and
      1.00%, respectively, until the Uncertificated Principal Balance of REMIC IV
      Regular Interest II-A has been reduced to zero.

     

    (c)         
       (1) All
      Realized Losses on the Group III Mortgage Loans shall be allocated on each
      Payment Date to REMIC III Regular Interest I-1-A through REMIC III Regular
      Interest I-45-B, starting with the lowest numerical denomination until the
      Uncertificated Principal Balance of each such REMIC III Regular Interest has
      been reduced to zero, provided that, for REMIC III Regular Interests with the
      same numerical denomination, such Realized Losses shall be allocated
pro
      rata
      between
      such REMIC III Regular Interests. 

     

    (2) All
      Realized Losses on the Group III Mortgage Loans shall be allocated on each
      Payment Date to the following REMIC IV Group III Regular Interests in the
      following specified percentages: first, to Uncertificated Accrued Interest
      payable to REMIC IV Regular Interest III-AA and REMIC IV Regular Interest III-ZZ
      up to an aggregate amount equal to the REMIC IV Group III Interest Loss
      Allocation Amount (without duplication of shortfalls allocated pursuant to
      Section 1.04), 98.00% and 2.00%, respectively; second, to the Uncertificated
      Principal Balances of REMIC IV Regular Interest III-AA and REMIC IV Regular
      Interest II-ZZ up to an aggregate amount equal to the REMIC IV Group III
      Principal Loss Allocation Amount, 98.00% and 2.00%, respectively; third, to
      the
      Uncertificated Principal Balances of REMIC IV Regular Interest III-AA, REMIC
      IV
      Regular Interest III-B-1 and REMIC IV Regular Interest III-ZZ, 98.00%, 1.00%
      and
      1.00%, respectively, until the Uncertificated Principal Balance of REMIC IV
      Regular Interest III-B-1 has been reduced to zero; fourth, to the Uncertificated
      Principal Balances of REMIC IV Regular Interest III-AA, REMIC IV Regular
      Interest III-M-6 and REMIC IV Regular Interest III-ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Principal Balance of REMIC IV Regular
      Interest III-M-6 has been reduced to zero; fifth, to the Uncertificated
      Principal Balances of REMIC IV Regular Interest III-AA, REMIC IV Regular
      Interest III-M-5 and REMIC IV Regular Interest III-ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Principal Balance of REMIC IV Regular
      Interest III-M-5 has been reduced to zero; sixth, to the Uncertificated
      Principal Balances of REMIC IV Regular Interest III-AA, REMIC IV Regular
      Interest III-M-4 and REMIC IV Regular Interest III-ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Principal Balance of REMIC IV Regular
      Interest III-M-4 has been reduced to zero; seventh, to the Uncertificated
      Principal Balances of REMIC IV Regular Interest III-AA, REMIC IV Regular
      Interest III-M-3 and REMIC IV Regular Interest III-ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Principal Balance of REMIC IV Regular
      Interest III-M-3 has been reduced to zero; eighth, to the Uncertificated
      Principal Balances of REMIC IV Regular Interest III-AA, REMIC IV Regular
      Interest III-M-2 and REMIC IV Regular Interest III-ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Principal Balance of REMIC IV Regular
      Interest III-M-2 has been reduced to zero; ninth, to the Uncertificated
      Principal Balances of REMIC IV Regular Interest III-AA, REMIC IV Regular
      Interest III-M-1 and REMIC IV Regular Interest III-ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Principal Balance of REMIC IV Regular
      Interest III-M-1 has been reduced to zero; and tenth, to the Uncertificated
      Principal Balances of REMIC IV Regular Interest III-AA, REMIC IV Regular
      Interest III-A and REMIC IV Regular Interest III-ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Principal Balance of REMIC IV Regular
      Interest III-A has been reduced to zero.

     

    Section
      10.04  Tax
      Administration. 

     

    It
      is
      intended that the Trust Estate shall constitute, and that the affairs of the
      Trust Estate shall be conducted so that each REMIC formed hereunder qualifies
      as, a “real estate mortgage investment conduit” as defined in and in accordance
      with the REMIC Provisions. In furtherance of such intention, the Securities
      Administrator covenants and agrees that it shall act as agent (and the
      Securities Administrator is hereby appointed to act as agent) on behalf of
      the
      Trust Estate. The Securities Administrator, as agent on behalf of the Trust
      Estate, shall do or refrain from doing, as applicable, the following: (a) the
      Securities Administrator shall prepare and file, or cause to be prepared and
      filed, in a timely manner, U.S. Real Estate Mortgage Investment Conduit Income
      Tax Returns (Form 1066 or any successor form adopted by the Internal Revenue
      Service) and prepare and file or cause to be prepared and filed with the
      Internal Revenue Service and applicable state or local tax authorities income
      tax or information returns for each taxable year with respect to each such
      REMIC
      containing such information and at the times and in the manner as may be
      required by the Code or state or local tax laws, regulations, or rules, and
      furnish or cause to be furnished to Noteholders and Certificateholders the
      schedules, statements or information at such times and in such manner as may
      be
      required thereby; (b) the Securities Administrator shall apply for an employer
      identification number with the Internal Revenue Service via a Form SS-4 or
      other
      comparable method for each REMIC that is or becomes a taxable entity, and within
      thirty days of the Closing Date, furnish or cause to be furnished to the
      Internal Revenue Service, on Forms 8811 or as otherwise may be required by
      the
      Code, the name, title, address, and telephone number of the Person that the
      Holders of the Notes and Certificates may contact for tax information relating
      thereto, together with such additional information as may be required by such
      Form, and update such information at the time or times in the manner required
      by
      the Code for the Trust Estate; (c) the Securities Administrator shall make
      or
      cause to be made elections, on behalf of each REMIC formed hereunder to be
      treated as a REMIC on the federal tax return of such REMIC for its first taxable
      year (and, if necessary, under applicable state law); (d) the Securities
      Administrator shall prepare and forward, or cause to be prepared and forwarded,
      to the Noteholders and Certificateholders and to the Internal Revenue Service
      and, if necessary, state tax authorities, all information returns and reports
      as
      and when required to be provided to them in accordance with the REMIC
      Provisions, including without limitation, the calculation of any original issue
      discount using the Prepayment Assumption; (e) the Securities Administrator
      shall
      provide information necessary for the computation of tax imposed on the Transfer
      of a Residual Certificate to a Person that is not a Permitted Transferee, or
      an
      agent (including a broker, nominee or other middleman) of a Person that is
      not a
      Permitted Transferee, or a pass-through entity in which a Person that is not
      a
      Permitted Transferee is the record holder of an interest (the reasonable cost
      of
      computing and furnishing such information may be charged to the Person liable
      for such tax); (f) the Indenture Trustee and Securities Administrator shall,
      to
      the extent under their control, conduct the affairs of the Trust Estate at
      all
      times that any Notes or Certificates are outstanding so as to maintain the
      status of each REMIC formed hereunder as a REMIC under the REMIC Provisions;
      (g)
      the Indenture Trustee and Securities Administrator shall not knowingly or
      intentionally take any action or omit to take any action that would (i) cause
      the termination of the REMIC status of any REMIC formed hereunder or
      (ii) result in the imposition of a tax upon any of REMIC formed hereunder
      (including but not limited to the tax on prohibited transactions as defined
      in
      Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
      forth
      in Section 860G(d) of the Code);
      (h) the
      Securities Administrator shall pay, from the sources specified in this Section
      10.04, the amount of any federal, state and local taxes, including prohibited
      transaction taxes as set forth below, imposed on any REMIC formed
      hereunder prior to the termination of the Trust Estate when and as the same
      shall be due and payable (but such obligation shall not prevent the Securities
      Administrator or any other appropriate Person from contesting any such tax
      in
      appropriate proceedings and shall not prevent the Securities Administrator
      from
      withholding payment of such tax, if permitted by law, pending the outcome of
      such proceedings); (i) the
      Indenture Trustee shall sign or cause to be signed federal, state or local
      income tax or information returns or any other document prepared by the
      Securities Administrator pursuant to this Section 10.04 requiring a signature
      thereon by the Indenture Trustee;
      (j) the
      Securities Administrator shall maintain records relating to each REMIC formed
      hereunder including but not limited to the income, expenses, assets and
      liabilities of each such REMIC and adjusted basis of the Trust Estate property
      determined at such intervals as may be required by the Code, as may be necessary
      to prepare the foregoing returns, schedules, statements or information; (k)
      the
      Securities Administrator shall, for federal income tax purposes, maintain books
      and records with respect to the REMICs on a calendar year and on an accrual
      basis; (l) the Indenture Trustee and Securities Administrator shall not enter
      into any arrangement not otherwise provided for in this Indenture or the other
      Basic Documents by which the REMICs will receive a fee or other compensation
      for
      services nor permit the REMICs to receive any income from assets other than
      “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted
      investments” as defined in Section 860G(a)(5) of the Code; and (m) as and when
      necessary and appropriate, the Securities Administrator, at the expense of
      the
      Trust Estate, shall represent the Trust Estate in any administrative or judicial
      proceedings relating to an examination or audit by any governmental taxing
      authority, request an administrative adjustment as to any taxable year of any
      REMIC formed hereunder, enter into settlement agreements with any governmental
      taxing agency, extend any statute of limitations relating to any tax item of
      the
      Trust Estate, and otherwise act on behalf of each REMIC formed hereunder in
      relation to any tax matter involving any such REMIC.

     

    In
      order
      to enable the Securities Administrator to perform its duties as set forth
      herein, the Depositor shall provide, or cause to be provided, to the Securities
      Administrator within 10 days after the Closing Date all information or data
      that
      the Securities Administrator requests in writing and determines to be relevant
      for tax purposes to the valuations and offering prices of the Notes and
      Certificates, including, without limitation, the price, yield, prepayment
      assumption and projected cash flows of the Notes and Certificates and the
      Mortgage Loans. Thereafter, the Depositor shall provide to the Securities
      Administrator promptly upon written request therefor, any such additional
      information or data that the Securities Administrator may, from time to time,
      request in order to enable the Securities Administrator to perform its duties
      as
      set forth herein. The Depositor hereby indemnifies the Securities Administrator
      for any losses, liabilities, damages, claims or expenses of the Securities
      Administrator arising from any errors or miscalculations of the Securities
      Administrator that result from any failure of the Depositor to provide, or
      to
      cause to be provided, accurate information or data to the Securities
      Administrator on a timely basis.

     

    Neither
      the Indenture Trustee nor the Securities Administrator shall sell, dispose
      of or
      substitute for any of the Mortgage
      Loans
      (except in connection with (i) the default, imminent default or foreclosure
      of a
Mortgage
      Loan,
      including but not limited to, the acquisition or sale of a Mortgaged Property
      acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund,
      (iii) the termination of any REMIC pursuant to Section 8.06 of this Agreement
      or
      (iv) a purchase of Mortgage
      Loans
      pursuant to Article II of the Sale and Servicing Agreement and except as
      otherwise expressly permitted by this Indenture or the other Basic Documents),
      acquire any assets for any REMIC or sell or dispose of any investments in any
      Account for gain, or accept any contributions or substitutions to any REMIC
      after the Closing Date, unless it has received an Opinion of Counsel that such
      sale, disposition, substitution, acquisition or contribution will not (a) affect
      adversely the status of any of REMIC formed hereunder as a REMIC or (b) cause
      any REMIC to be subject to a tax on “prohibited transactions” or “
contributions” pursuant to the REMIC Provisions.

     

    In
      the
      event that any tax is imposed on “prohibited transactions” as defined in Section
      860F(a)(2) of the Code of any REMIC created hereunder, on the “net income from
      foreclosure property” of the Trust Estate as defined in Section 860G(c) of the
      Code, on any contribution to any REMIC created hereunder after the Closing
      Date
      pursuant to Section 860G(d) of the Code, or any other tax, including, without
      limitation, any federal, state or local tax or minimum tax, is imposed upon
      any
      REMIC created hereunder, and is not paid as otherwise provided for herein and
      is
      attributable to REMIC I or the Group I HELOCs, such tax shall be paid (i) by
      the
      Indenture Trustee, the Securities Administrator or Owner Trustee, if any such
      other tax arises out of or results from a breach by the Indenture Trustee,
      the
      Securities Administrator or Owner Trustee of any of its obligations under this
      Indenture or the Basic Documents, (ii) by any party hereto (other than the
      Indenture Trustee, the Securities Administrator and Owner Trustee) to the extent
      any such other tax arises out of or results from a breach by such other party
      of
      any of its obligations under this Indenture or the other Basic Documents or
      (iii) in all other cases, or in the event that any liable party hereto fails
      to
      honor its obligations under the preceding clauses (i) or (ii), first, with
      amounts otherwise to be distributed to the Group I Residual Certificates, and
      second, with amounts otherwise to be distributed to the Group I Notes in the
      following order of priority: first,
      to
      the
      Class I-B-4 Notes, second,
      to
      the
      Class I-B-3 Notes,
      third, to
      the
      Class I-B-2 Notes,
      fourth, to
      the
      Class I-B-1 Notes, fifth, to the Class I-M-4 Notes, sixth,
      to
      the Class I-M-3 Notes, seventh,
      to the Class I-M-2 Notes, eighth,
      to the Class I-M-1 Notes, and
      ninth, to the Class I-A Notes.

     

    In
      the
      event that any tax is imposed on “prohibited transactions” as defined in Section
      860F(a)(2) of the Code of any REMIC created hereunder, on the “net income from
      foreclosure property” of the Trust Estate as defined in Section 860G(c) of the
      Code, on any contribution to any REMIC created hereunder after the Closing
      Date
      pursuant to Section 860G(d) of the Code, or any other tax, including, without
      limitation, any federal, state or local tax or minimum tax, is imposed upon
      any
      REMIC created hereunder, and is not paid as otherwise provided for herein and
      is
      attributable to REMIC II or the Group II Mortgage Loans, such tax shall be
      paid
      (i) by the Indenture Trustee, the Securities Administrator or Owner Trustee,
      if
      any such other tax arises out of or results from a breach by the Indenture
      Trustee, the Securities Administrator or Owner Trustee of any of its obligations
      under this Indenture or the Basic Documents, (ii) by any party hereto (other
      than the Indenture Trustee, the Securities Administrator and Owner Trustee)
      to
      the extent any such other tax arises out of or results from a breach by such
      other party of any of its obligations under this Indenture or the other Basic
      Documents or (iii) in all other cases, or in the event that any liable party
      hereto fails to honor its obligations under the preceding clauses (i) or (ii),
      first, with amounts otherwise to be distributed to the Group II Residual
      Certificates and the Class I-R Certificates, and second, with amounts otherwise
      to be distributed to the Group I Notes in the following order of priority:
      first,
      to
      the
      Class II-B-1 Notes, second,
      to
      the
      Class II-M-6 Notes,
      third, to
      the
      Class II-M-5 Notes,
      fourth, to
      the
      Class II-M-4 Notes, fifth,
      to
      the Class II-M-3 Notes, sixth,
      to
      the Class II-M-2 Notes, seventh,
      to the Class II-M-1 Notes, and
      eighth, to the Class II-A Notes.

     

    In
      the
      event that any tax is imposed on “prohibited transactions” as defined in Section
      860F(a)(2) of the Code of any REMIC created hereunder, on the “net income from
      foreclosure property” of the Trust Estate as defined in Section 860G(c) of the
      Code, on any contribution to any REMIC created hereunder after the Closing
      Date
      pursuant to Section 860G(d) of the Code, or any other tax, including, without
      limitation, any federal, state or local tax or minimum tax, is imposed upon
      any
      REMIC created hereunder, and is not paid as otherwise provided for herein and
      is
      attributable to REMIC III or the Group III Mortgage Loans, such tax shall be
      paid (i) by the Indenture Trustee, the Securities Administrator or Owner
      Trustee, if any such other tax arises out of or results from a breach by the
      Indenture Trustee, the Securities Administrator or Owner Trustee of any of
      its
      obligations under this Indenture or the Basic Documents, (ii) by any party
      hereto (other than the Indenture Trustee, the Securities Administrator and
      Owner
      Trustee) to the extent any such other tax arises out of or results from a breach
      by such other party of any of its obligations under this Indenture or the other
      Basic Documents or (iii) in all other cases, or in the event that any liable
      party hereto fails to honor its obligations under the preceding clauses (i)
      or
      (ii), first, with amounts otherwise to be distributed to the Group III Residual
      Certificates, the Class II-R-2 Certificates and the Class I-R Certificates,
      and
      second, with amounts otherwise to be distributed to the Group I Notes in the
      following order of priority: first,
      to
      the
      Class III-B-1 Notes, second,
      to
      the
      Class III-M-6 Notes,
      third, to
      the
      Class III-M-5 Notes,
      fourth, to
      the
      Class III-M-4 Notes, fifth,
      to
      the Class III-M-3 Notes, sixth,
      to
      the Class III-M-2 Notes, seventh,
      to the Class III-M-1 Notes, and
      eighth, to the Class III-A Notes.

     

    Notwithstanding
      anything to the contrary contained herein, to the extent that any tax described
      in the preceding three paragraphs is payable by the Holder of any Notes or
      Certificates, the Securities Administrator is hereby authorized to retain on
      any
      Payment Date, from the Holders of the related Residual Certificates (and, if
      necessary, second, from the related Holders of the Notes in the priority
      specified in the three preceding paragraphs), funds otherwise distributable
      to
      such Holders in an amount sufficient to pay such tax. The Securities
      Administrator shall promptly notify in writing the party liable for any such
      tax
      of the amount thereof and the due date for the payment thereof.

     

    The
      Securities Administrator agrees that, in the event it should obtain any
      information necessary for the other party to perform its obligations pursuant
      to
      this Section 10.04, it will promptly notify and provide such information to
      such
      other party.

     

    Notwithstanding
      any other provision of this Indenture, the Securities Administrator shall comply
      with all federal withholding requirements respecting payments to Noteholders
      or
      Certificateholders of interest or original issue discount that the Securities
      Administrator reasonably believes are applicable under the Code. The consent
      of
      Noteholders or Certificateholders shall not be required for such withholding.
      In
      the event the Securities Administrator does withhold any amount from interest
      or
      original issue discount payments or advances thereof to any Noteholder or
      Certificateholder pursuant to federal withholding requirements, the Securities
      Administrator shall indicate the amount withheld to such Noteholders or
      Certificateholders.

     

    Section
      10.05  Tax
      Treatment of Group I Net WAC Cap Rate Carryover Amounts and Basis Risk Shortfall
      Carry Forward Amounts. 

     

    On
      each
      Payment Date as to which there is a Group I Net WAC Cap Rate Carryover Amount
      or
      Basis Risk Shortfall Carry Forward Amount payable to any Class of Notes, the
      Securities Administrator shall deposit the amounts distributable pursuant to
      Sections 3.02(a)(viii), 3.02(f)(iii) or 3.02(i)(iii), as applicable, into
      the related Group I Net WAC Cap Rate Carryover Reserve Account, Group II Basis
      Risk Shortfall Carry Forward Reserve Account or Group III Basis Risk Shortfall
      Carry Forward Reserve Account, as applicable, and the Securities Administrator
      has been directed by the Holder of the related Regular Certificates to
      distribute amounts in the related Group I Net WAC Cap Rate Carryover Reserve
      Account, Group II Basis Risk Shortfall Carry Forward Reserve Account or Group
      III Basis Risk Shortfall Carry Forward Reserve Account, as applicable, to the
      Holders of the related Notes in the priorities set forth in Section
      3.02(a)(viii), 3.02(f)(iii) or 3.02(i)(iii), as applicable. Any amount paid
      to
      the Holders of the related Notes pursuant to the preceding sentence in respect
      of related Group I Net WAC Cap Rate Carryover Amounts or Basis Risk Shortfall
      Carry Forward Amounts shall be treated as distributed to the Holder of the
      related Regular Certificates in respect of the related Regular Certificates
      and
      paid by such Holder to the Holders of such related Notes. Any payments to the
      Holders of the related Notes in respect of related Group I Net WAC Cap Rate
      Carryover Amounts or Basis Risk Shortfall Carry Forward Amounts pursuant to
      the
      second preceding sentence shall not be payments with respect to a “regular
      interest” in a REMIC within the meaning of Section 860(G)(a)(1) of the
      Code.

     

     

    ARTICLE
      XI

    MISCELLANEOUS

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (ii)  the
      Securities Administrator by any Noteholder or by the Issuing Entity shall be
      sufficient for every purpose hereunder if made, given, furnished or filed in
      writing to or with the Securities Administrator at the Corporate Trust Office,
      or such other address as may hereafter be furnished to the other parties hereto
      in writing. The Securities Administrator shall promptly transmit any notice
      received by it from the Noteholders to the Issuing Entity; 

     

    (iii)  the
      Note
      Insurer, Ambac Assurance Corporation, One State Street Plaza, New York, New
      York
      10004, Attention: Risk Management, Consumer Asset-Backed Securities (BSSLT
      2007-1, Policy No.
      AB1075BE), with a copy to the General Counsel at the above address, and in
      each
      case in which a demand, notice or other communication to the Note Insurer refers
      to a Default, an Event of Default or any event with respect to which failure
      on
      the part of the Note Insurer to respond shall be deemed to constitute consent
      or
      acceptance, then such demand, notice or other communication shall be marked
      to
      indicate "URGENT MATERIAL ENCLOSED"; or

     

    (iv)  the
      Issuing Entity by the Indenture Trustee or by any Noteholder shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing and
      mailed first-class, postage prepaid to the Issuing Entity addressed to: BSSLT
      2007-1, in care of Owner Trustee at the Corporate Trust Office, or at any other
      address previously furnished in writing to the Indenture Trustee by the Issuing
      Entity. The Issuing Entity shall promptly transmit any notice received by it
      from the Noteholders to the Indenture Trustee.

     

    Notices
      required to be given to the Rating Agencies by the Issuing Entity, the Indenture
      Trustee, the Securities Administrator or the Owner Trustee shall be in writing,
      mailed first-class postage pre-paid: in the case of Moody’s, to Moody’s, at the
      following address: Moody's Investors Service, Inc., 99 Church Street, New York,
      New York 10007; and in the case of S&P, Standard & Poor's, a division of
      The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041,
      or
      as to each of the foregoing, at such other address as shall be designated by
      written notice to the other parties.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      11.17  Benefits
      of
      Indenture.
      The
      Note Insurer and its successors and assigns shall be a third-party beneficiary
      to the provisions of this Indenture. To the extent that this Indenture confers
      upon or gives or grants to the Note Insurer any right, remedy or claim under
      or
      by reason of this Indenture, the Note Insurer may enforce any such right, remedy
      or claim conferred, given or granted hereunder. Nothing in this Indenture,
      express or implied, shall give to any Person, other than the parties hereto
      and
      their successors hereunder, and the Noteholders and the Note Insurer, any
      benefit or any legal or equitable right, remedy or claim under this
      Indenture.

     

    Each
      Swap
      Provider shall be an express third-party beneficiary of this Agreement to the
      extent of its express
      rights
      to receive any payments under this Agreement or any other express
      rights of
      each
      Swap Provider explicitly stated in this Agreement,
      and
      shall have the right to enforce such rights under this Agreement as if it were
      a
      party hereto.

     

    Section
      11.18  Securities
      Administrator to Hold Policy.
      The
      Securities Administrator will hold the Policy in trust as agent for the Class
      A
      Notes for the purpose of making claims thereon and distributing the proceeds
      thereof. Each Class A Noteholder, by accepting its Note, appoints the Securities
      Administrator as attorney-in-fact for the purpose of making claims on the
      Policy. The Securities Administrator shall surrender the Policy to the Note
      Insurer for cancellation upon the expiration of the term of the Policy following
      the retirement of the Class A Notes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



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

    
       

      
        	 	 	 
	 	
                
                  BEAR
                    STEARNS SECOND LIEN TRUST 2007-1,
                    

                

              
	 	as Issuing Entity
	 	 
	 	By: Wilmington Trust
                Company, not
                in its individual capacity but solely as Owner Trustee
	 
 	 
 	 
 
	 	By:	/s/
                Michele C. Harra
	 	
                Name: 
                  

              	
                
                  Michele
                    C. Harra

                

              
	 	
                Title:

              	
                
                  Financial
                    Services Officer

                

              


      

       

    

     

    
      
        	 	 	 
	 	
                
                  LASALLE
                    BANK NATIONAL ASSOCIATION, 

                  as
                    Securities Administrator

                

              
	 
 	 
 	 
 
	 	By:	/s/
                Susan L. Feld
	 	
                Name: 
                  

              	
                
                  Susan
                    L. Feld

                

              
	 	
                Title:

              	
                
                  Vice
                    President

                

              


      

       

       

    

    
      
        	 	 	 
	 	
                
                  CITIBANK,
                    N.A., 

                  as
                    Indenture Trustee

                

              
	 
 	 
 	 
 
	 	By:	/s/
                Cirino Emanuele
	 	
                Name: 
                  

              	
                
                  Cirino
                    Emanuele

                

              
	 	
                Title:

              	
                
                  Vice
                    President

                

              


      

       

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
         

      

      
        
          	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(n)____________________________ of LaSalle 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 DELAWARE	)
	 	) ss.:
	COUNTY OF ____________ 	)


        

      

    

     

     

    On
      the
      30th
      day of
      April, 2007, before me personally appeared ___________________________ to me
      known, who being by me duly sworn, did depose and say, that he/she is a(n)
      ____________________of the Owner Trustee, one of the entities described in
      and
      which executed the above instrument; and that he/her signed his/her name thereto
      by like order.

     

    


     

     

    
      ____________________________________

      Notary
        Public

      


      [NOTARIAL
        SEAL]



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     
      
        
          	STATE OF ____________	)
	 	) ss.:
	COUNTY OF ____________ 	)


        

      

       

    

     

    On
      the
      30th
      day of
      April, 2007, before me personally appeared _______________________ to me known,
      who being by me duly sworn, did depose and say, that he/she is a(n)
      ___________________ of the Indenture Trustee, one of the corporations described
      in and which executed the above instrument; and that he/she signed his/her
      name
      thereto by like order.

     

     

    
      ____________________________________

      Notary
        Public

      
[NOTARIAL
        SEAL]

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A-1

     

    CLASS
      [I][II][III]-A NOTE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS NOTE 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
      NOTE PRINCIPAL BALANCE OF THIS NOTE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS
      HEREON AND GROUP I CHARGE-OFF AMOUNTS ALLOCABLE THERETO. ACCORDINGLY, FOLLOWING
      THE INITIAL ISSUANCE OF THE NOTES, THE NOTE PRINCIPAL BALANCE OF THIS NOTE
      WILL
      BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS NOTE
      MAY
      ASCERTAIN ITS NOTE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR
      NAMED HEREIN.

    


    EACH
      HOLDER OF A NOTE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE
      REPRESENTATIONS SET FORTH IN SECTION 4.14 OF THE
      INDENTURE.

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No. 1

            	
              Note
                Interest Rate: Adjustable Rate

            
	 	 
	
              Class
                [I][II][III]-A Senior

            	 
	 	 
	
              Cut-off
                Date: April 1, 2007

            	
              Aggregate
                Initial Note Principal Balance of this Note as of the Cut-off
                Date:

              $[                
                ]

            
	
              Date
                of Indenture: As of April 30, 2007

            	 
	 	 
	
              First
                Payment Date:

              May
                25, 2007

            	
              Initial
                Note Principal Balance of this Note as of the Cut-off Date:

              $[                
                ]

            
	 	 
	
              Master
                Servicer and Securities Administrator:

              LaSalle
                Bank National Association

            	
              CUSIP:
                [                 
                ]

            
	 	 
	
              Final
                Scheduled Payment Date:

              May
                25, 2037

            	 
	 	 


    

     

    
 

    BEAR
      STEARNS SECOND LIEN TRUST 2007-1

    MORTGAGE-BACKED
      NOTES

    SERIES
      2007-1

     

    evidencing
      a Percentage Interest in the distributions allocable to the Class A Notes with
      respect to a Trust Estate consisting primarily of adjustable-rate HELOCs that
      are secured by first and second liens on one- to four- family residences and
      fixed-rate and adjustable-rate, conventional, closed-end, Alt-A and sub-prime
      mortgage loans that are secured by second liens on one- to four- family
      residences sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I LLC”).


     

    This
      Note
      is payable solely from the assets of the Trust Estate relating to the Mortgage
      Loans in loan group [I][II][III], and does not represent an obligation of or
      interest in BSABS I LLC, the Master Servicer, the Indenture Trustee, the Owner
      Trustee or the Securities Administrator referred to below or any of their
      affiliates or any other person. Neither this Note nor the underlying Mortgage
      Loans are guaranteed or insured by any governmental entity or by BSABS I LLC,
      the Master Servicer, the Indenture Trustee or the Securities Administrator
      or
      any of their affiliates or any other person. None of BSABS I LLC, the Master
      Servicer or any of their affiliates will have any obligation with respect to
      any
      note or other obligation secured by or payable from payments on the
      Notes.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Note. This Note is one of a duly authorized issue of the
      Issuing Entity’s Mortgage-Backed Notes, Series 2007-1 (the “Notes”), issued
      under an Indenture dated as of April 30, 2007 (the “Indenture” or “Agreement”),
      among the Issuing Entity, LaSalle Bank National Association, as Securities
      Administrator and Citibank, N.A., as indenture trustee (the “Indenture Trustee”,
      which term includes any successor Indenture Trustee under the Indenture) to
      which Indenture and all indentures supplemental thereto reference is hereby
      made
      for a statement of the respective rights thereunder of the Issuing Entity,
      the
      Indenture Trustee, and the Holders of the Notes and the terms upon which the
      Notes are to be authenticated and delivered. All terms used in this Note which
      are defined in the Indenture shall have the meanings assigned to them in the
      Indenture.

     

    Interest
      on this Note will accrue from and including the immediately preceding Payment
      Date (or with respect to the First Payment Date, the Closing Date) to and
      including the day prior to the current Payment Date on the Note Principal
      Balance hereof at a per annum rate equal to the Note Interest Rate set forth
      above. The Securities Administrator will distribute on the 25th day of each
      month, or, if such 25th day is not a Business Day, the immediately following
      Business Day (each, a “Payment Date”), commencing on the First Payment Date
      specified above, to the Person in whose name this Note is registered at the
      close of business on the Business Day immediately preceding such Payment Date
      so
      long as such Note remains in book-entry form (and otherwise, the close of
      business on the last Business Day of the month immediately preceding the month
      of such Payment Date), an amount equal to the product of the Percentage Interest
      evidenced by this Note and the amount (of interest and principal, if any)
      required to be distributed to the Holders of Notes of the same Class as this
      Note. The Final Scheduled Payment Date is the Payment Date in the month
      following the latest scheduled maturity date of any Mortgage Loan.

     

    Payments
      on this Note will be made by the Securities Administrator by check mailed to
      the
      address of the Person entitled thereto as such name and address shall appear
      on
      the Certificate Register or by wire transfer, if such Person so requests by
      notifying the Securities Administrator in writing as specified in the Indenture.
      Notwithstanding the above, the final distribution on this Note will be made
      after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Note at the office
      or agency appointed by the Securities Administrator for that purpose and
      designated in such notice. The initial Note Principal Balance of this Note
      is
      set forth above. The Note Principal Balance hereof will be reduced to the extent
      of distributions allocable to principal hereon and any Charge-off Amounts
      applicable hereto.

     

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

     

    This
      Note
      is entitled to the benefits of an irrevocable and unconditional certificate
      guaranty insurance policy issued by Ambac Assurance Corporation (the
“Policy”).

     

    The
      Noteholder, by its acceptance of this Note, agrees that it will look solely
      to
      the Trust Estate and the Policy for payment hereunder and that the Securities
      Administrator is not liable to the Noteholders for any amount payable under
      this
      Note or the Indenture or, except as expressly provided in the Indenture, subject
      to any liability under the Indenture.

     

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

     

    Each
      holder of a Note or beneficial ownership shall be deemed to have made the
      representations set forth in Section 4.14 of the Indenture.

     

    The
      Indenture permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Noteholders and the Note Insurer under the Indenture from
      time
      to time by the parties thereto with the written consent of the Note Insurer
      and
      the consent of the Holder of each Class of Notes affected thereby evidencing
      over 50% of the Voting Rights of such Class or Classes. Any such written consent
      of the Note Insurer and any such consent by the Holder of this Note shall be
      conclusive and binding on such Holder and upon all future Holders of this Note
      and of any Note issued upon the transfer hereof or in lieu hereof whether or
      not
      notations of such consents are made upon such Notes. The Indenture also permits
      the amendment thereof, in certain limited circumstances, without the consent
      of
      the Holders of any of the related Notes.

     

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

     

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

     

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

     

    The
      obligations created by the Indenture and the Trust Estate relating to the
      Mortgage Loans in loan group [I][II][III] created thereby (other than the
      obligations to make payments to Noteholders with respect to the termination
      of
      the Indenture) shall terminate upon the earlier of (i) the later of (A) the
      maturity or other liquidation (or Advance with respect thereto) of the last
      Mortgage Loan remaining in the Trust Estate and disposition of all property
      acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan
      and (B) the remittance of all funds relating to the Mortgage Loans due under
      the
      Indenture, or (ii) the optional repurchase by the party named in the Indenture
      of all the Mortgage Loans in loan group [I][II][III] and other assets of the
      Trust Estate in accordance with the terms of the Indenture. Such optional
      repurchase may be made only on or after the first Payment Date on which the
      sum
      of the Note Principal Balances of the Group [I][II][III] Notes is reduced to
      an
      amount less than or equal to 20% of the sum of the original Note Principal
      Balances of the Group [I][II][III] Notes as of the Cut-off Date as set forth
      in
      the Indenture. The exercise of such right will effect the early retirement
      of
      the Group [I][II][III] Notes. In no event, however, will the Trust Estate
      created by the Indenture continue beyond the earlier of (i) the expiration
      of 21
      years after the death of certain persons identified in Section 8.03 of the
      Indenture and (ii) the related Latest Possible Maturity Date as specified in
      the
      Indenture.

     

    Unless
      this Note has been countersigned by an authorized signatory of the Securities
      Administrator by manual signature, this Note shall not be entitled to any
      benefit under the Indenture, or be valid for any purpose.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Owner Trustee has caused this Note to be duly executed
      on
      behalf of the Trust. 

     

    Dated:
      April 30, 2007

    
      
         

        
          	 	 	 
	 	
                  
                    BEAR
                      STEARNS SECOND LIEN TRUST 2007-1

                  

                
	 	as Issuing Entity
	 	 
	 	By Wilmington Trust
                  Company, not
                  in its individual capacity but solely as Owner Trustee
	 
 	 
 	 
 
	 	By:	 
	 	
                   

                	
                  Authorized
                    Signatory

                
	 	
                   

                


        

      

    

     

     

    
    

     

    CERTIFICATE
      OF AUTHENTICATION

     

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

    
      
        
           

          
            	 	 	 
	 	
                    
                      LASALLE
                        BANK NATIONAL ASSOCIATION, not in its individual capacity
                        but solely as
                        Securities Administrator

                    

                  
	 
 	 
 	 
 
	 	By:	 
	 	
                     

                  	
                    Authorized
                      Signatory

                  
	 	
                     

                  


          

        

      

       

    

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

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

     

    
      
        
          
            	Dated:	 
	 	
                    Signature
                      by or on behalf of
                      assignor

                  
	 	 	 
	 	 	 
	 	 	
                    Signature
                      Guaranteed

                  
	 	 	 


          

        

         

                                      

      

    

     

     

    PAYMENT
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of payment:

     

    Payments
      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

     

    CLASS
      [I][II][III]-M-[1][2][3][4][5][6] NOTE

     

    THIS
      NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AS DESCRIBED IN THE
      INDENTURE (AS DEFINED BELOW). 

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS NOTE 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,
      AS
      AMENDED (THE “CODE”).

    


    EACH
      HOLDER OF A NOTE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE
      REPRESENTATIONS SET FORTH IN SECTION 4.14 OF THE
      INDENTURE.

    


    THE
      NOTE PRINCIPAL BALANCE OF THIS NOTE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS
      HEREON AND GROUP I CHARGE-OFF AMOUNTS ALLOCABLE THERETO. ACCORDINGLY, FOLLOWING
      THE INITIAL ISSUANCE OF THE NOTES, THE NOTE PRINCIPAL BALANCE OF THIS NOTE
      WILL
      BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS NOTE
      MAY
      ASCERTAIN ITS NOTE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR
      NAMED HEREIN.

    


    NOTWITHSTANDING
      THE PREVIOUS PARAGRAPH, A CERTIFICATION WILL NOT BE REQUIRED WITH RESPECT TO
      THE
      TRANSFER OF THIS NOTE TO A DEPOSITORY, OR FOR ANY SUBSEQUENT TRANSFER OF THIS
      NOTE FOR SO LONG AS THIS NOTE IS A BOOK-ENTRY NOTE. ANY TRANSFEREE OF THIS
      NOTE
      WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF
      THIS
      NOTE (OR INTEREST HEREIN) THAT SUCH TRANSFEREE IS A “QUALIFIED INSTITUTIONAL
      BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT.

    


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

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No.1

            	
              Note
                Interest Rate: Adjustable Rate

            
	 	 
	
              Class
                [I][II][III]-M-[1][2][3][4][5][6] 

            	 
	 	 
	
              Cut-off
                Date: April 1, 2007

            	
              Aggregate
                Initial Note Principal Balance of this Note as of the Cut-off
                Date:

              $[
                ]

            
	
              Date
                of Indenture: As of April 30, 2007

            	 
	 	
              Initial
                Note Principal Balance of this Note as of the Cut-off Date:

              $[
                ]

            
	
              First
                Payment Date:

              May
                25, 2007

            	 
	 	
              CUSIP:
                [ ]

            
	
              Master
                Servicer and Securities Administrator:

              LaSalle
                Bank National Association

            	 
	 	 
	
              Final
                Scheduled Payment Date:

              May
                25, 2037

            	 


    

    


     

    BEAR
      STEARNS SECOND LIEN TRUST 2007-1

    MORTGAGE-BACKED
      NOTES

     

    SERIES
      2007-1

     

    evidencing
      a Percentage Interest in the distributions allocable to the Class M Notes with
      respect to a Trust Estate consisting primarily of adjustable-rate HELOCs that
      are secured by first and second liens on one- to four- family residences and
      fixed-rate and adjustable-rate, conventional, closed-end, Alt-A and sub-prime
      mortgage loans that are secured by second liens on one- to four- family
      residences sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I
      LLC”).

     

    This
      Note
      is payable solely from the assets of the Trust Estate relating to the Mortgage
      Loans in loan group [I][II][III], and does not represent an obligation of or
      interest in BSABS I LLC, the Master Servicer, the Indenture Trustee, the Owner
      Trustee or the Securities Administrator referred to below or any of their
      affiliates or any other person. Neither this Note nor the underlying Mortgage
      Loans are guaranteed or insured by any governmental entity or by BSABS I LLC,
      the Master Servicer, the Indenture Trustee or the Securities Administrator
      or
      any of their affiliates or any other person. None of BSABS I LLC, the Master
      Servicer or any of their affiliates will have any obligation with respect to
      any
      note or other obligation secured by or payable from payments on the
      Notes.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Note. This Note is one of a duly authorized issue of the
      Issuing Entity’s Mortgage-Backed Notes, Series 2007-1 (the “Notes”), issued
      under an Indenture dated as of April 30, 2007 (the “Indenture” or “Agreement”),
      among the Issuing Entity, LaSalle Bank National Association, as Securities
      Administrator and Citibank, N.A., as indenture trustee (the “Indenture Trustee”,
      which term includes any successor Indenture Trustee under the Indenture) to
      which Indenture and all indentures supplemental thereto reference is hereby
      made
      for a statement of the respective rights thereunder of the Issuing Entity,
      the
      Indenture Trustee, and the Holders of the Notes and the terms upon which the
      Notes are to be authenticated and delivered. All terms used in this Note which
      are defined in the Indenture shall have the meanings assigned to them in the
      Indenture.

    


    Interest
      on this Note will accrue from and including the immediately preceding Payment
      Date (or with respect to the First Payment Date, the Closing Date) to and
      including the day prior to the current Payment Date on the Note Principal
      Balance hereof at a per annum rate equal to the Note Interest Rate set forth
      above. The Securities Administrator will distribute on the 25th day of each
      month, or, if such 25th day is not a Business Day, the immediately following
      Business Day (each, a “Payment Date”), commencing on the First Payment Date
      specified above, to the Person in whose name this Note is registered at the
      close of business on the Business Day immediately preceding such Payment Date
      so
      long as such Note remains in book-entry form (and otherwise, the close of
      business on the last Business Day of the month immediately preceding the month
      of such Payment Date), an amount equal to the product of the Percentage Interest
      evidenced by this Note and the amount (of interest and principal, if any)
      required to be distributed to the Holders of Notes of the same Class as this
      Note. The Final Scheduled Payment Date is the Payment Date in the month
      following the latest scheduled maturity date of any Mortgage Loan.

    


    Payments
      on this Note will be made by the Securities Administrator by check mailed to
      the
      address of the Person entitled thereto as such name and address shall appear
      on
      the Certificate Register or by wire transfer, if such Person so requests by
      notifying the Securities Administrator in writing as specified in the Indenture.
      Notwithstanding the above, the final distribution on this Note will be made
      after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Note at the office
      or agency appointed by the Securities Administrator for that purpose and
      designated in such notice. The initial Note Principal Balance of this Note
      is
      set forth above. The Note Principal Balance hereof will be reduced to the extent
      of distributions allocable to principal hereon and any Charge-off Amounts
      applicable hereto.

    


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

    


    The
      Noteholder, by its acceptance of this Note, agrees that it will look solely
      to
      the Trust Estate for payment hereunder and that the Securities Administrator
      is
      not liable to the Noteholders for any amount payable under this Note or the
      Indenture or, except as expressly provided in the Indenture, subject to any
      liability under the Indenture.

    


    Each
      holder of a Note or beneficial ownership shall be deemed to have made the
      representations set forth in Section 4.14 of the Indenture.

    


    The
      Indenture permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Noteholders under the Indenture from time to time by the
      parties thereto with the consent of the Note Insurer and the Holder of each
      Class of Notes affected thereby evidencing over 50% of the Voting Rights of
      such
      Class or Classes. Any such consent by the Note Insurer or the Holder of this
      Note shall be conclusive and binding on such Holder and upon all future Holders
      of this Note and of any Note issued upon the transfer hereof or in lieu hereof
      whether or not notations of such consents are made upon such Notes. The
      Indenture also permits the amendment thereof, in certain limited circumstances,
      without the consent of the Holders of any of the Notes.

     

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

    


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

    


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

    


    The
      obligations created by the Indenture and the Trust Estate relating to the
      Mortgage Loans in loan group [I][II][III] created thereby (other than the
      obligations to make payments to Noteholders with respect to the termination
      of
      the Indenture) shall terminate upon the earlier of (i) the later of (A) the
      maturity or other liquidation (or Advance with respect thereto) of the last
      Mortgage Loan remaining in the Trust Estate and disposition of all property
      acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan
      and (B) the remittance of all funds relating to the Mortgage Loans due under
      the
      Indenture, or (ii) the optional repurchase by the party named in the Indenture
      of all the Mortgage Loans in loan group [I][II][III] Loans and other assets
      of
      the Trust Estate in accordance with the terms of the Indenture. Such optional
      repurchase may be made only on or after the first Payment Date on which the
      sum
      of the Note Principal Balances of the Group [I][II][III] Notes is reduced to
      an
      amount less than or equal to 10% of the sum of the original Note Principal
      Balances of the Group [I][II][III] Notes as of the Cut-off Date as set forth
      in
      the Indenture. The exercise of such right will effect the early retirement
      of
      the Group [I][II][III] Notes. In no event, however, will the Trust Estate
      created by the Indenture continue beyond the earlier of (i) the expiration
      of 21
      years after the death of certain persons identified in Section 8.03 of the
      Indenture and (ii) the related Latest Possible Maturity Date as specified in
      the
      Indenture.

     

    Unless
      this Note has been countersigned by an authorized signatory of the Securities
      Administrator by manual signature, this Note shall not be entitled to any
      benefit under the Indenture, or be valid for any purpose.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Owner Trustee has caused this Note to be duly executed
      on
      behalf of the Trust. 

     

    Dated:
      April 30, 2007

     

    
      
        
           

          
            	 	 	 
	 	
                    
                      BEAR
                        STEARNS SECOND LIEN TRUST 2007-1

                    

                  
	 	as Issuing Entity
	 	 
	 	By Wilmington
                    Trust Company, not
                    in its individual capacity but solely as Owner Trustee
	 
 	 
 	 
 
	 	By:	 
	 	
                     

                  	
                    Authorized
                      Signatory

                  
	 	
                     

                  


          

        

      

       

    

     

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class [I][II][III]-M-[1][2][3][4][5][6] Notes referred to in the
      within-mentioned Agreement.

    
      
        
           

          
            	 	 	 
	 	
                    
                      
                        LASALLE
                          BANK NATIONAL ASSOCIATION, not in its individual capacity
                          but solely as
                          Securities Administrator

                      

                    

                  
	 	as Issuing Entity
	 
 	 
 	 
 
	 	By:	 
	 	
                     

                  	
                    Authorized
                      Signatory

                  
	 	
                     

                  


          

        

      

       



     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

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

     

    
       

      
        
          
            
              	Dated:	 
	 	
                      Signature
                        by or on behalf of
                        assignor

                    
	 	 	 
	 	 	 
	 	 	
                      Signature
                        Guaranteed

                    
	 	 	 


            

             

             

          

        

      

    

    PAYMENT
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of payment:

     

    Payments
      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

     

    CLASS
      [I][II][III]-B-1 NOTE

     

    THIS
      NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A NOTES [AND] [CLASS
      M
      NOTES] AS DESCRIBED IN THE INDENTURE (AS DEFINED BELOW). 

    


    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS NOTE 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,
      AS
      AMENDED (THE “CODE”).

    


    EACH
      HOLDER OF A NOTE OR BENEFICIAL OWNERSHIP SHALL BE DEEMED TO HAVE MADE THE
      REPRESENTATIONS SET FORTH IN SECTION 4.14 OF THE
      INDENTURE.

    


    THE
      NOTE PRINCIPAL BALANCE OF THIS NOTE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS
      HEREON AND GROUP I CHARGE-OFF AMOUNTS ALLOCABLE THERETO. ACCORDINGLY, FOLLOWING
      THE INITIAL ISSUANCE OF THE NOTES, THE NOTE PRINCIPAL BALANCE OF THIS NOTE
      WILL
      BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS NOTE
      MAY
      ASCERTAIN ITS NOTE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES ADMINISTRATOR
      NAMED HEREIN.

    


    NOTWITHSTANDING
      THE PREVIOUS PARAGRAPH, A CERTIFICATION WILL NOT BE REQUIRED WITH RESPECT TO
      THE
      TRANSFER OF THIS NOTE TO A DEPOSITORY, OR FOR ANY SUBSEQUENT TRANSFER OF THIS
      NOTE FOR SO LONG AS THIS NOTE IS A BOOK-ENTRY NOTE. ANY TRANSFEREE OF THIS
      NOTE
      WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF
      THIS
      NOTE (OR INTEREST HEREIN) THAT SUCH TRANSFEREE IS A “QUALIFIED INSTITUTIONAL
      BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT.

    


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

    


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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No.1

            	
              Note
                Interest Rate: Adjustable Rate

            
	 	 
	
              Class
                [I][II]-B-1 Subordinate

            	 
	 	 
	
              Cut-off
                Date: April 1, 2007

            	
              Aggregate
                Initial Note Principal Balance of this Note as of the Cut-off
                Date:

              $[
                ]

            
	
              Date
                of Indenture: As of April 30, 2007

            	 
	 	
              Initial
                Note Principal Balance of this Note as of the Cut-off Date:

              $[
                ]

            
	
              First
                Payment Date:

              May
                25, 2007

            	 
	 	
              CUSIP:
                [ ]

            
	
              Master
                Servicer and Securities Administrator:

              LaSalle
                Bank National Association

            	 
	 	 
	
              Final
                Scheduled Payment Date:

              May
                25, 2037

            	 


    

    


     

    BEAR
      STEARNS SECOND LIEN TRUST 2007-1

    MORTGAGE-BACKED
      NOTES

     

    SERIES
      2007-1

     

    evidencing
      a Percentage Interest in the distributions allocable to the Class B Notes with
      respect to a Trust Estate consisting primarily of adjustable-rate HELOCs that
      are secured by first and second liens on one- to four- family residences and
      fixed-rate and adjustable-rate, conventional, closed-end, Alt-A and sub-prime
      mortgage loans that are secured by second liens on one- to four- family
      residences sold by Bear Stearns Asset Backed Securities I LLC (“BSABS I
      LLC”).

     

    This
      Note
      is payable solely from the assets of the Trust Estate relating to the Mortgage
      Loans in loan group [I][II][III], and does not represent an obligation of or
      interest in BSABS I LLC, the Master Servicer, the Indenture Trustee, the Owner
      Trustee or the Securities Administrator referred to below or any of their
      affiliates or any other person. Neither this Note nor the underlying Mortgage
      Loans are guaranteed or insured by any governmental entity or by BSABS I LLC,
      the Master Servicer, the Indenture Trustee or the Securities Administrator
      or
      any of their affiliates or any other person. None of BSABS I LLC, the Master
      Servicer or any of their affiliates will have any obligation with respect to
      any
      note or other obligation secured by or payable from payments on the
      Notes.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Note. This Note is one of a duly authorized issue of the
      Issuing Entity’s Mortgage-Backed Notes, Series 2007-1 (the “Notes”), issued
      under an Indenture dated as of April 30, 2007 (the “Indenture” or “Agreement”),
      among the Issuing Entity, LaSalle Bank National Association, as Securities
      Administrator and Citibank, N.A., as indenture trustee (the “Indenture Trustee”,
      which term includes any successor Indenture Trustee under the Indenture) to
      which Indenture and all indentures supplemental thereto reference is hereby
      made
      for a statement of the respective rights thereunder of the Issuing Entity,
      the
      Indenture Trustee, and the Holders of the Notes and the terms upon which the
      Notes are to be authenticated and delivered. All terms used in this Note which
      are defined in the Indenture shall have the meanings assigned to them in the
      Indenture.

    


    Interest
      on this Note will accrue from and including the immediately preceding Payment
      Date (or with respect to the First Payment Date, the Closing Date) to and
      including the day prior to the current Payment Date on the Note Principal
      Balance hereof at a per annum rate equal to the Note Interest Rate set forth
      above. The Securities Administrator will distribute on the 25th day of each
      month, or, if such 25th day is not a Business Day, the immediately following
      Business Day (each, a “Payment Date”), commencing on the First Payment Date
      specified above, to the Person in whose name this Note is registered at the
      close of business on the Business Day immediately preceding such Payment Date
      so
      long as such Note remains in book-entry form (and otherwise, the close of
      business on the last Business Day of the month immediately preceding the month
      of such Payment Date), an amount equal to the product of the Percentage Interest
      evidenced by this Note and the amount (of interest and principal, if any)
      required to be distributed to the Holders of Notes of the same Class as this
      Note. The Final Scheduled Payment Date is the Payment Date in the month
      following the latest scheduled maturity date of any Mortgage Loan.

    


    Payments
      on this Note will be made by the Securities Administrator by check mailed to
      the
      address of the Person entitled thereto as such name and address shall appear
      on
      the Certificate Register or by wire transfer, if such Person so requests by
      notifying the Securities Administrator in writing as specified in the Indenture.
      Notwithstanding the above, the final distribution on this Note will be made
      after due notice by the Securities Administrator of the pendency of such
      distribution and only upon presentation and surrender of this Note at the office
      or agency appointed by the Securities Administrator for that purpose and
      designated in such notice. The initial Note Principal Balance of this Note
      is
      set forth above. The Note Principal Balance hereof will be reduced to the extent
      of distributions allocable to principal hereon and any Charge-off Amounts
      applicable hereto.

    


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

    


    The
      Noteholder, by its acceptance of this Note, agrees that it will look solely
      to
      the Trust Estate for payment hereunder and that the Securities Administrator
      is
      not liable to the Noteholders for any amount payable under this Note or the
      Indenture or, except as expressly provided in the Indenture, subject to any
      liability under the Indenture.

    


    Each
      holder of a Note or beneficial ownership shall be deemed to have made the
      representations set forth in Section 4.14 of the Indenture.

    


    The
      Indenture permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor
      and
      the rights of the Noteholders under the Indenture from time to time by the
      parties thereto with the consent of the Holder of each Class of Notes affected
      thereby evidencing over 50% of the Voting Rights of such Class or Classes.
      Any
      such consent by the Note Insurer and the Holder of this Note shall be conclusive
      and binding on such Holder and upon all future Holders of this Note and of
      any
      Note issued upon the transfer hereof or in lieu hereof whether or not notations
      of such consents are made upon such Notes. The Indenture also permits the
      amendment thereof, in certain limited circumstances, without the consent of
      the
      Holders of any of the Notes.

     

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

    


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

    


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

    


    The
      obligations created by the Indenture and the Trust Estate created thereby (other
      than the obligations to make payments to Noteholders with respect to the
      termination of the Indenture) shall terminate upon the earlier of (i) the later
      of (A) the maturity or other liquidation (or Advance with respect thereto)
      of
      the last Mortgage Loan remaining in the Trust Estate and disposition of all
      property acquired upon foreclosure or deed in lieu of foreclosure of any
      Mortgage Loan and (B) the remittance of all funds relating to the Mortgage
      Loans
      due under the Indenture, or (ii) the optional repurchase by the party named
      in
      the Indenture of all the Group [I][II][III] Mortgage Loans and other assets
      of
      the Trust Estate in accordance with the terms of the Indenture. Such optional
      repurchase may be made only on or after the first Payment Date on which the
      sum
      of the Note Principal Balances of the Group [I][II][III] Notes is reduced to
      an
      amount less than or equal to 10% of the sum of the original Note Principal
      Balances of the Group [I][II][III] Notes as of the Cut-off Date as set forth
      in
      the Indenture. The exercise of such right will effect the early retirement
      of
      the Group [I][II][III] Notes. In no event, however, will the Trust Estate
      created by the Indenture continue beyond the earlier of (i) the expiration
      of 21
      years after the death of certain persons identified in Section 8.03 of the
      Indenture and (ii) the related Latest Possible Maturity Date as specified in
      the
      Indenture.

     

    Unless
      this Note has been countersigned by an authorized signatory of the Securities
      Administrator by manual signature, this Note shall not be entitled to any
      benefit under the Indenture, or be valid for any purpose.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF, the Owner Trustee has caused this Note to be duly executed
      on
      behalf of the Trust. 

     

    Dated:
      April 30, 2007

     

    
      
        
          
             

            
              	 	 	 
	 	
                      
                        BEAR
                          STEARNS SECOND LIEN TRUST 2007-1

                      

                    
	 	 
	 	By Wilmington
                      Trust Company, not
                      in its individual capacity but solely as Owner Trustee
	 
 	 
 	 
 
	 	By:	 
	 	
                       

                    	
                      Authorized
                        Signatory

                    
	 	
                       

                    


            

          

        

         

      

    

    
       

       

       

    

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class [I][II][III]-B-1 Notes referred to in the within-mentioned
      Agreement.

    
      
        
          
             

            
              	 	 	 
	 	
                      
                        LASALLE
                          BANK NATIONAL ASSOCIATION, not in its individual capacity
                          but solely as
                          Securities Administrator

                      

                    
	 
 	 
 	 
 
	 	By:	 
	 	
                       

                    	
                      Authorized
                        Signatory

                    
	 	
                       

                    


            

          

        

         

      



     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

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

     

    
       

      
         

        
          
            
              
                	Dated:	 
	 	
                        Signature
                          by or on behalf of
                          assignor

                      
	 	 	 
	 	 	 
	 	 	
                        Signature
                          Guaranteed

                      
	 	 	 


              

               

            

          

        

      

    

     

    PAYMENT
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of payment:

     

    Payments
      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

     

    [See
      Exhibit A to the Sale and Servicing Agreement]

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    [RESERVED]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

     

                        [Date]

     

    [SECURITIES
      ADMINISTRATOR]

     

    
      	
               

            	
              Re:

            	
              Bear
                Stearns Second Lien Trust 2007-1

            


    

    Mortgage-Backed
      Notes, Series 2007-1 (the “Notes”)

     

    Ladies
      and Gentlemen:

     

    In
      connection with the sale by _____________________________ (the “Transferor”) to
      _________________________ (the “Transferee”) of the Class __ Notes having an
      initial aggregate Note Balance as of April 30, 2007 (the “Closing Date”) of
      $______________ (the “Transferred Notes”).  The Notes, including the
      Transferred Notes, were issued pursuant to the Indenture, dated as of April
      30,
      2007 (the “Indenture”), among Bear Stearns Second Lien Trust 2007-1 (the
“Issuer”), LaSalle Bank National Association (the “Securities Administrator”)
      and Citibank, N.A. (the “Indenture Trustee”).  All capitalized terms
      used but not otherwise defined herein shall have the respective meanings set
      forth in the Indenture.  The Transferor hereby certifies, represents
      and warrants to you, as [Securities Administrator] [Note Registrar], and for
      the
      benefit of the Issuer, the Securities Administrator, the Indenture Trustee
      and
      the Transferee, that:

     

    1.           The
      Transferor is the lawful owner of the Transferred Notes with the full right
      to
      transfer such Notes free from any and all claims and encumbrances
      whatsoever.

     

    2.           Neither
      the Transferor nor anyone acting on its behalf has (a) offered, transferred,
      pledged, sold or otherwise disposed of any Note, any interest in any Note or
      any
      other similar security to any person in any manner, (b) solicited any offer
      to
      buy or accept a transfer, pledge or other disposition of any Note, any interest
      in any Note or any other similar security from any person in any manner, (c)
      otherwise approached or negotiated with respect to any Note, any interest in
      any
      Note or any other similar security with any person in any manner, (d) made
      any
      general solicitation by means of general advertising or in any other manner, or
      (e) taken any other action, which (in the case of any of the acts described
      in
      clauses (a) through (e) hereof) would constitute a distribution of any Note
      under the Securities Act of 1933, as amended (the “Securities Act”), or would
      render the disposition of any Note a violation of Section 5 of the Securities
      Act or any state securities laws, or would require registration or qualification
      of any Note pursuant to the Securities Act or any state securities
      laws.

     

     

    *
      Please
      contact Bear Stearns for pricing information.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.           The
      Transferor and any person acting on behalf of the Transferor in this matter
      reasonably believe that the Transferee is a “qualified institutional buyer” as
      that term is defined in Rule l44A (“Rule l44A”) under the Securities Act (a
“Qualified Institutional Buyer”) purchasing for its own account or for the
      account of a Qualified Institutional Buyer.  In determining whether
      the Transferee is a Qualified Institutional Buyer, the Transferor and any person
      acting on behalf of the Transferor in this matter have relied upon the following
      method(s) of establishing the Transferee’s ownership and discretionary
      investments of securities (check one or more):

     

    
      	
               

            	
              ____

            	
              (a)
                The Transferee’s most recent publicly available financial statements,
                which statements present the information as of a date within 16 months
                preceding the date of sale of the Transferred Note in the case of
                a
                U.S.  purchaser and within 18 months preceding such date of sale
                for a foreign purchaser; or

            


    

     

    
      	
               

            	
              ____

            	
              (b)
                The most recent publicly available information appearing in documents
                filed by the Transferee with the Securities and Exchange Commission
                or
                another United States federal, state, or local governmental agency
                or
                self-regulatory organization, or with a foreign governmental agency
                or
                self-regulatory organization, which information is as of a date within
                16
                months preceding the date of sale of the Transferred Note in the
                case of a
                U.S.  purchaser and within 18 months preceding such date of sale
                for a foreign purchaser, or

            


    

     

    
      	
               

            	
              ____

            	
              (c)
                The most recent publicly available information appearing in a recognized
                securities manual, which information is as of a date within 16 months
                preceding the date of sale of the Transferred Note in the case of
                a
                U.S.  purchaser and within 18 months preceding such date of sale
                for a foreign purchaser, or

            


    

     

    
      	
               

            	
              ____

            	
              (d)
                A certification by the chief financial officer, a person fulfilling
                an
                equivalent function, or other executive officer of the Transferee,
                specifying the amount of securities owned and invested on a discretionary
                basis by the Transferee as of a specific date on or since the close
                of the
                Transferee’s most recent fiscal year, or, in the case of a Transferee that
                is a member of a “family of investment companies”, as that term is defined
                in Rule 144A, a certification by an executive officer of the investment
                adviser specifying the amount of securities owned by the “family of
                investment companies” as of a specific date on or since the close of the
                Transferee’s most recent fiscal
                year.

            


    

     

    4.           The
      Transferor and any person acting on behalf of the Transferor understand that
      in
      determining the aggregate amount of securities owned and invested on a
      discretionary basis by an entity for purposes of establishing whether such
      entity is a Qualified Institutional Buyer:

     

    (a)           the
      following instruments and interests shall be excluded: securities of issuers
      that are affiliated with the Transferee; securities that are part of an unsold
      allotment to or subscription by the Transferee, if the Transferee is a dealer;
      securities of issuers that are part of the Transferee’s  “family of
      investment companies”, if the Transferee is a registered investment company;
      bank deposit notes and certificates of deposit; loan participations; repurchase
      agreements; securities owned but subject to a repurchase agreement; and
      currency, interest rate and commodity swaps;

     

    (b)           the
      aggregate value of the securities shall be the cost of such securities, except
      where the entity reports its securities holdings in its financial statements
      on
      the basis of their market value, and no current information with respect to
      the
      cost of those securities has been published, in which case the securities may
      be
      valued at market;

     

    (c)           securities
      owned by subsidiaries of the entity that are consolidated with the entity in
      its
      financial statements prepared in accordance with generally accepted accounting
      principles may be included if the investments of such subsidiaries are managed
      under the direction of the entity, except that, unless the entity is a reporting
      company under Section 13 or 15(d) of the Securities Exchange Act of 1934, as
      amended, securities owned by such subsidiaries may not be included if the entity
      itself is a majority-owned subsidiary that would be included in the consolidated
      financial statements of another enterprise.

     

    5.           The
      Transferor or a person acting on its behalf has taken reasonable steps to ensure
      that the Transferee is aware that the Transferor is relying on the exemption
      from the provisions of Section 5 of the Securities Act provided by Rule
      144A.

     

    6.           The
      Transferor or a person acting on its behalf has furnished, or caused to be
      furnished, to the Transferee all information regarding (a) the Mortgage Loans
      and payments thereon, (b) the nature and performance of the Mortgage Loans,
      (c)
      the Indenture and the Trust Estate, and (d) any credit enhancement mechanism
      associated with the Mortgage Loans, that the Transferee has
      requested.

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              (Transferor)

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        E

    

     

    FORM
      OF
      MORTGAGE LOAN PURCHASE AGREEMENT

     

    [See
      Exhibit C-3 to the Sale and Servicing Agreement]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

     

    FORM
      OF
      POLICY

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                


              	
                Ambac
                  Assurance Corporation

                One
                  State Street Plaza, 15th Floor

                New
                  York, New York 10004

                Telephone:
                  (212) 668-0340

              


      

      
        
          Certificate
            Guaranty Insurance Policy

        

      

       

      
        	
                Insured
                  Obligations: 

                Bear
                  Stearns second Lien Trust 2007-1, 

              	Policy Number:	
                AB1075BE

              
	
                Mortgage-Backed
                  Notes, Series 2007-1 Class I-A Notes

                Mortgage-Backed
                  Notes, Series 2007-1 Class II-A Notes, and

              	 	 
	
                Mortgage-Backed
                  Notes, Series 2007-1 Class III-A Notes 

              	Premium: 	
                As
                  specified in the endorsement
                  attached hereto
                  and made a part hereof.

              


      

       

      Ambac
        Assurance Corporation (Ambac), a Wisconsin stock insurance corporation, in
        consideration of the payment of the premium and subject to the terms of this
        Policy hereby agrees unconditionally and irrevocably to pay to the Trustee
        for
        the benefit of the Holders of the Insured Obligations, that portion of the
        Insured Amounts which shall become Due for Payment but shall be unpaid by
        reason
        of Nonpayment.

       

      Ambac
        will make such payments to the Trustee from its own funds on the later of
        (a)
        one (1) Business Day following notification to Ambac of Nonpayment or (b)
        the
        Business Day on which the Insured Amounts are Due for Payment. Such payments
        of
        principal or interest shall be made only upon presentation of an instrument
        of
        assignment in form and substance satisfactory to Ambac, transferring to Ambac
        all rights under such Insured Obligations to receive the principal of and
        interest on the Insured Obligation. Ambac shall be subrogated to all the
        Holders’ rights to payment on the Insured Obligations to the extent of the
        insurance disbursements so made. Once payments of the Insured Amounts have
        been
        made to the Trustee, Ambac shall have no further obligation hereunder in
        respect
        of such Insured Amounts.

       

      In
        the
        event the Trustee for the Insured Obligations has notice that any payment
        of
        principal or interest on an Insured Obligation which has become Due for Payment
        and which is made to a Holder by or on behalf of the Trustee has been deemed
        a
        preferential transfer and theretofore recovered from its Holder pursuant
        to the
        United States Bankruptcy Code in accordance with a final, nonappealable order
        of
        a court of competent jurisdiction, such Holder will be entitled to payment
        from
        Ambac to the extent of such recovery if sufficient funds are not otherwise
        available.

       

      This
        Policy is noncancelable by Ambac for any reason, including failure to receive
        payment of any premium due hereunder. The premium on this Policy is not
        refundable for any reason. This Policy does not insure against loss of any
        prepayment or other acceleration payment which at any time may become due
        in
        respect of any Insured Obligation, other than at the sole option of Ambac,
        nor
        against any risk other than Nonpayment, including failure of the Trustee
        to make
        any payment due Holders of Insured Amounts.

       

      To
        the
        fullest extent permitted by applicable law, Ambac hereby waives and agrees
        not
        to assert any and all rights and defenses, to the extent such rights and
        defenses may be available to Ambac, to avoid payment of its obligations under
        this Policy in accordance with the express provisions hereof.

       

      Any
        capitalized terms not defined herein shall have the meaning given such terms
        in
        the endorsement attached hereto or in the Agreement.

       

      In
        witness whereof, Ambac has caused this Policy to be affixed with its corporate
        seal and to be signed by its duly authorized officers in facsimile to become
        effective as their original signatures and binding upon Ambac by virtue of
        the
        countersignature of its duly authorized representative.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      

        EXECUTED
          VERSION

        


        CERTIFICATE
          GUARANTY INSURANCE POLICY ENDORSEMENT

         

        
          	
                  Attached
                    to and forming part of

                  Certificate
                    Guaranty Insurance

                  Policy
                    No. AB1075BE issued to:

                	
                  Effective
                    Date of Endorsement:

                  April
                    30, 2007

                
	 	 
	
                  Citibank,
                    N.A., as Trustee for the benefit of the 

                  Holders
                    of Bear Stearns Second Lien Trust 2007-1

                  Mortgage-Backed
                    Notes, Series 2007-1, Class I-A Notes,

                  Class
                    II-A Notes and Class III-A Notes

                	 


        

        


        For
          all
          purposes of this Policy, the following terms shall have the following
          meanings:

         

        “Agreement”
          means, for purposes of the Policy, the Indenture.

         

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

         

        “Class
          I-A Notes” means the Class I-A Notes, substantially in the form set forth in
          Exhibit A-1 to the Agreement.

         

        “Class
          II-A Notes” means the Class II-A Notes, substantially in the form set forth in
          Exhibit A-1 to the Agreement.

         

        “Class
          III-A Notes” means the Class III-A Notes, substantially in the form set forth in
          Exhibit A-1 to the Agreement.

         

        “Current
          Interest” means, with respect to the Insured Notes and any Payment Date, the
          interest accrued at the Note Interest Rate for the applicable period on
          the Note
          Principal Balance of the Insured Notes reduced by any Interest Shortfalls
          or
          Relief Act Shortfalls to the extent allocated to the Insured Notes. Current
          Interest does not include any Group I Net WAC Cap Rate Carryover Amounts,
          any
          Group II Basis Risk Shortfalls Carryforward Amounts, any Group III Basis
          Risk
          Shortfalls Carryforward Amounts, any Basis Risk Shortfalls or any prepayment
          interest shortfalls.

         

        “Deficiency
          Amount” means, with respect to the Insured Notes, (a) for any Payment Date
          occurring prior to the Final Payment Date, the excess, if any, of Required
          Interest Distributions over the amount payable on such Payment Date in
          respect
          of Current Interest pursuant to the Indenture from all sources other than
          the
          Policy, (b) for any Payment Date occurring prior to the Final Payment Date,
          provided that the Group I Overcollateralization Amount and the Note Principal
          Balances of the Class I-M Notes and the Class I-B Notes have been reduced
          to
          zero, the reduction of the Note Principal Balance of the Class I-A Notes
          as a
          result of the application of the principal portion of any Group I Charge-Off
          Amounts allocated to reduce the Note Principal Balance of the Class I-A
          Notes;
          provided that the Group II Overcollateralization Amount and the Note Principal
          Balances of the Class II-M Notes and the Class II-B Notes have been reduced
          to
          zero, the reduction in the Note Principal Balance of the Class II-A Notes
          as a
          result of the application of the principal portion of any Realized Losses
          allocated to reduce the Note Principal Balance of the Class II-A Notes;
          and,
          provided that the Group III Overcollateralization Amount and the Note Principal
          Balances of the Class III-M Notes and the Class III-B Notes have been reduced
          to
          zero, the reduction in the Note Principal Balance of the Class III-A Notes
          as a
          result of the application of the principal portion of any Realized Losses
          allocated to reduce the Note Principal Balance of the Class III-A Notes
          and (c)
          without duplication of any amounts paid pursuant to clause (b) above, for
          the
          Final Payment Date for the Class I-A Notes, the Class II-A Notes or the
          Class
          III-A Notes, as applicable, the sum of (x) the amount set forth in clause
          (a)
          above and (y) the aggregate Note Principal Balance of the Class I-A Notes,
          the
          Class II-A Notes or the Class III-A Notes, as applicable, after giving
          effect to
          all payments of principal on the Class I-A Notes, the Class II-A Notes
          or the
          Class III-A Notes, as applicable, on that Payment Date from all sources
          other
          than the Policy.

         

        “Due
          for
          Payment” means, with respect to any Insured Amounts, such amount is due and
          payable pursuant to the terms of the Agreement.

         

        “Final
          Payment Date” means the Payment Date in January 2037 with respect to the Class
          I-A Notes and the Payment Date in August 2037 with respect to the Class
          II-A
          Notes and the Class III-A Notes.

         

        “First
          Payment Date” means May 25, 2007.

         

        “Holder”
          means the registered owner or beneficial owner of any Insured Note, but
          shall
          not include the Trustee, the Owner Trustee, the Securities Administrator,
          the
          Seller, the Master Servicer, the Servicers, the Originators, the Depositor
          or
          any of their Affiliates.

         

        “Home
          Loan Interest Shortfalls” means any Basis Risk Shortfalls, Group I Net WAC Cap
          Rate Carryover Amounts, Group II Basis Risk Shortfalls Carryforward Amounts,
          Group III Basis Risk Shortfalls Carryforward Amounts, Relief Act Shortfalls
          and
          prepayment interest shortfalls.

         

        “Indenture”
          means the Indenture (including Appendix A thereto), dated as of April 30,
          2007,
          by and among Bear Stearns Second Lien Trust 2007-1, as Issuing Entity,
          Citibank,
          N.A., as Indenture Trustee, and LaSalle Bank National Association, as Securities
          Administrator, as such Indenture may be amended, modified or supplemented
          from
          time to time as set forth in the Indenture.

         

        “Insurance
          Agreement” means the Insurance and Indemnity Agreement, dated as of April 30,
          2007, by and among the Note Insurer, Bear Stearns Asset Backed Securities
          I LLC,
          as Depositor, the Seller, the Master Servicer, the Securities Administrator,
          Bear Sterns Second Lien Trust 2007-1, as Issuing Entity, and the Trustee,
          as
          such agreement may be amended, modified or supplemented from time to
          time.

         

        “Insured
          Amounts” means, with respect to any Payment Date, any Deficiency Amount for such
          Payment Date.

         

        “Insured
          Notes” means the Class I-A Notes, the Class II-A Notes and the Class III-A
          Notes.

         

        “Insured
          Payments” means the aggregate amount actually paid by the Note Insurer to the
          Trustee or to the Securities Administrator on behalf of the Trustee, as
          applicable, in respect of (i) Insured Amounts for any Payment Date and
          (ii)
          Preference Amounts for any given Business Day.

         

        “Late
          Payment Rate” means for any Payment Date, the greater of (i) the rate of
          interest, as it is publicly announced by Citibank, N.A. at its principal
          office
          in New York, New York as its prime rate (any change in such prime rate
          of
          interest to be effective on the date such change is announced by Citibank,
          N.A.)
plus
          2% and
          (ii) the then applicable highest rate of interest on any of the Insured
          Notes.
          The Late Payment Rate shall be computed on the basis of a year of 360 days
          and
          the actual number of days elapsed. In no event shall the Late Payment Rate
          exceed the maximum rate permissible under any applicable law limiting interest
          rates.

         

        “Nonpayment”
          means, with respect to any Payment Date, an Insured Amount is Due for Payment
          but has not been paid pursuant to the Agreement.

         

        “Note
          Insurer” means Ambac Assurance Corporation, a Wisconsin-domiciled stock
          insurance corporation, or any successor thereto, as issuer of the
          Policy.

         

        “Notice”
          means the telephonic or telegraphic notice, promptly confirmed in writing
          by
          facsimile, substantially in the form of Exhibit A to this Policy, the original
          of which is subsequently delivered by registered or certified mail, executed
          by
          the Trustee or the Securities Administrator on behalf of the Trustee and
          delivered by the Securities Administrator on behalf of the Trustee or the
          Trustee specifying the Insured Amount which shall be due and owing on the
          applicable Payment Date.

         

        “Payment
          Date” means the 25th day of any month (or if such 25th day is not a Business
          Day, the first Business Day immediately following) beginning on the First
          Payment Date.

         

        “Policy”
          means this Certificate Guaranty Insurance Policy together with each and
          every
          endorsement hereto.

         

        “Preference
          Amount” means any payment of principal or interest on an Insured Note which has
          become Due for Payment and which is made to a Holder by or on behalf of
          the
          Securities Administrator or the Trustee which has been deemed a preferential
          transfer and was previously recovered from a Holder pursuant to the United
          States Bankruptcy Code in accordance with a final, non-appealable order
          of a
          court of competent jurisdiction.

         

        “Premium”
          means the amount payable to the Note Insurer on each Payment Date calculated
          at
          the Premium Percentage.

         

        “Premium
          Percentage” shall have the meaning set forth in the Insurance
          Agreement.

         

        “Reimbursement
          Amount” means, with respect to any Payment Date, the sum of (x) (i) all Insured
          Payments paid by the Note Insurer, but for which the Note Insurer has not
          been
          reimbursed prior to such Payment Date pursuant to Section 3.02 of the Agreement,
          plus
          (ii) interest accrued on such Insured Payments not previously repaid
          calculated at the Late Payment Rate from the date the Trustee or the Securities
          Administrator, as applicable, received the related Insured Payments, and
          (y)
          without duplication (i) any amounts then due and owing to the Note Insurer
          under
          the Insurance Agreement, as certified to the Trustee and the Securities
          Administrator by the Note Insurer plus
          (ii)
          interest on such amounts at the Late Payment Rate.

         

        “Relief
          Act Shortfalls” means interest shortfalls resulting from the application of the
          Servicemembers’ Civil Relief Act of 1940, as amended, or any similar state
          law.

         

        “Required
          Interest Distributions” means, with respect to the Insured Notes and any Payment
          Date, the Current Interest payable to the Insured Notes on such Payment
          Date.

         

        “Securities
          Administrator” means LaSalle Bank National Association, in its capacity as
          Securities Administrator under the Agreement, or if any successor Securities
          Administrator shall be appointed as provided therein, then “Securities
          Administrator” shall also mean such successor Securities Administrator, subject
          to the provisions thereof.

         

        “Trustee”
          means Citibank, N.A., in its capacity as Indenture Trustee under the Agreement,
          or if any successor Indenture Trustee shall be appointed as provided therein,
          then “Trustee” shall also mean such successor indenture trustee, subject to the
          provisions thereof.

         

        Capitalized
          terms used herein as defined terms and not otherwise defined herein shall
          have
          the meaning assigned to them in the Insurance Agreement and the Agreement
          (including Appendix A thereto), without regard to any amendment or modification
          thereof, unless such amendment or modification has been approved in writing
          by
          the Note Insurer.

         

        Notwithstanding
          any other provision of the Policy, the Note Insurer will pay any Insured
          Amount
          payable hereunder to the Securities Administrator on behalf of the Trustee
          for
          the benefit of the Holders no later than 12:00 noon, New York City time,
          on the
          later of (i) the Payment Date on which the related Insured Amount is due
          and
          (ii) the second Business Day following receipt in New York, New York on
          a
          Business Day by the Note Insurer of a Notice at the address and in the
          manner
          provided in Section 6.02 of the Insurance Agreement; provided that,
          if such
          Notice is received after 12:00 noon, New York City time, on such Business
          Day,
          it shall be deemed to be received on the following Business Day. If any
          such
          Notice is not in proper form or is otherwise insufficient for the purpose
          of
          making a claim under the Policy, it shall be deemed not to have been received
          for purposes of this paragraph, and the Note Insurer shall promptly so
          advise
          the Securities Administrator or the Trustee, as applicable, and the Securities
          Administrator or the Trustee, as applicable, may submit an amended or corrected
          Notice.

         

        As
          provided in the third paragraph of the Policy, the Note Insurer shall pay
          any
          Preference Amount when due to be paid pursuant to the Order referred to
          below,
          but in any event no earlier than the third Business Day following receipt
          by the
          Note Insurer of (i) a certified copy of a final, non-appealable order of
          a court
          or other body exercising jurisdiction in such insolvency proceeding to
          the
          effect that the Securities Administrator, the Trustee, or the Holder, as
          applicable, is required to return such Preference Amount paid during the
          term of
          this Policy because such payments were avoided as a preferential transfer
          or
          otherwise rescinded or required to be restored by the Securities Administrator,
          the Trustee or the Holder (the “Order”), (ii) a certificate by or on behalf of
          the Securities Administrator, the Trustee or the Holder that the Order
          has been
          entered and is not subject to any stay, (iii) an assignment, in form and
          substance satisfactory to the Note Insurer, duly executed and delivered
          by the
          Securities Administrator, the Trustee or the Holder, irrevocably assigning
          to
          the Note Insurer all rights and claims of the Securities Administrator,
          the
          Trustee or the Holder relating to or arising under the Agreement against
          the
          estate of the Securities Administrator or the Trustee or otherwise with
          respect
          to such Preference Amount and (iv) a Notice (in the form attached hereto
          as
          Exhibit A) appropriately completed and executed by the Securities Administrator
          or the Trustee; provided, that if such documents are received after 12:00
          noon,
          New York City time, on such Business Day, they will be deemed to be received
          on
          the following Business Day; provided, further, that the Note Insurer shall
          not
          be obligated to make any payment in respect of any Preference Amount
          representing a payment of principal on the Insured Notes prior to the time
          the
          Note Insurer would have been required to make a payment in respect of such
          principal pursuant to the first paragraph of the Policy. Such payment shall
          be
          disbursed to the receiver, conservator, debtor-in-possession or trustee
          in
          bankruptcy named in the Order, and not to the Holder directly, unless the
          Holder
          has made a payment of the Preference Amount to the court or such receiver,
          conservator, debtor-in-possession or trustee in bankruptcy named in the
          Order,
          in which case the Note Insurer will pay the Securities Administrator on
          behalf
          of the Trustee for the benefit of the Holder, subject to the delivery of
          (a) the
          items referred to in clauses (i), (ii), (iii) and (iv) above to the Note
          Insurer
          and (b) evidence satisfactory to the Note Insurer that payment has been
          made to
          such court or receiver, conservator, debtor-in-possession or trustee in
          bankruptcy named in the Order.

         

        With
          respect to any claim for payment hereunder for an Insured Amount or Preference
          Amount, the Note Insurer shall be obligated to pay such amount only once,
          notwithstanding that it may have received a Notice from both the Trustee
          and the
          Securities Administrator with respect to such claim.

         

        The
          Note
          Insurer hereby agrees that if it shall be subrogated to the rights of the
          Holders by virtue of any payment under this Policy, no recovery of such
          payment
          will occur unless the full amount of the Holders’ allocable distributions for
          such Payment Date can be made. In so doing, the Note Insurer does not waive
          its
          rights to seek full payment of all Reimbursement Amounts owed to it under
          the
          Insurance Agreement and the Agreement.

         

        The
          Policy does not cover Home Loan Interest Shortfalls allocated to the Insured
          Notes, nor does the Policy guaranty to the Holders any particular rate
          of
          principal payment. In addition, the Policy does not cover shortfalls, if
          any,
          attributable to the liability of the Issuer, any REMIC thereof, the Trustee
          or
          the Securities Administrator for withholding taxes due on the payments
          made to
          the Holders, if any (including interest and penalties in respect of any
          such
          liability) nor any risk other than Nonpayment, including the failure of
          the
          Securities Administrator or the Trustee to make any payment required under
          the
          Agreement to the Holders. In addition, this Policy does not cover any interest
          shortfalls resulting from any Group I Extraordinary Trust Fund Expenses,
          Group
          II Extraordinary Trust Fund Expenses or Group III Extraordinary Trust Fund
          Expenses payable to any party subject to the Group I Extraordinary Trust
          Fund
          Expenses Cap, the Group II Extraordinary Trust Fund Expenses Cap or the
          Group
          III Extraordinary Trust Fund Expenses Cap, as applicable.

         

        The
          terms
          and provisions of the Agreement constitute the instrument of assignment
          referred
          to in the second paragraph of the face of this Policy.

         

        A
          Premium
          will be payable on this Policy on each Payment Date as provided in Section
          3.02
          of the Agreement, beginning with the First Payment Date, in an amount equal
          to
          the Premium.

         

        THIS
          POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND
          SPECIFIED
          IN ARTICLE SEVENTY-SIX OF THE NEW YORK INSURANCE LAWS.

         

        In
          the
          event of a payment default by or insolvency of the Issuer, there shall
          be no
          acceleration of the payments required to be made under the Policy unless
          such
          acceleration is at the sole option of the Note Insurer.

         

        The
          Note
          Insurer’s obligation to make payment hereunder with respect to a particular
          Insured Amount or Preference Amount shall be discharged to the extent funds
          equal to the applicable Insured Amount or Preference Amount are received
          by the
          Trustee, the Securities Administrator on behalf of the Trustee or any other
          paying agent of the Trustee, whether or not such funds are properly applied
          by
          the Trustee, the Securities Administrator on behalf of the Trustee or such
          paying agent.

         

        Nothing
          herein contained shall be held to vary, alter, waive or extend any of the
          terms,
          conditions, provisions, agreements or limitations of the above mentioned
          Policy
          other than as above stated.

         

        To
          the
          extent the provisions of this endorsement conflict with the provisions
          in the
          above-mentioned Policy, the provisions of this endorsement shall
          govern.

         

        This
          Policy and the obligations of the Note Insurer hereunder shall terminate
          one
          year and one day from the earlier to occur of (a) the date on which all
          amounts
          required to be paid to the Holders of the Insured Notes have been paid
          in full,
          and (b) the Final Payment Date. Upon the termination of this Policy, the
          Trustee
          shall forthwith deliver the original of this Policy to the Note
          Insurer.

         

        No
          waiver
          of any rights or powers of the Note Insurer, the Holders, the Securities
          Administrator or the Trustee or consent by any of them shall be valid unless
          signed by an authorized officer or agent thereof.

         

        This
          Policy is issued under and pursuant to, and shall be construed in accordance
          with, the laws of the State of New York.

         

         

        IN
          WITNESS WHEREOF, Ambac Assurance Corporation has caused this endorsement
          to the
          Policy to be signed by its duly authorized officers.

        


        


        
          	 	 	 
	
                  Assistant
                    Secretary

                	 	
                  First
                    Vice President

                


        

        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        EXHIBIT
          A

        TO
          THE
          CERTIFICATE GUARANTY INSURANCE POLICY

        Policy
          No. AB1075BE

        


        NOTICE
          OF NONPAYMENT AND DEMAND

        FOR
          PAYMENT OF INSURED AMOUNTS

         

                                                        Date:
          [  ]

         

         

        Ambac
          Assurance Corporation 

        One
          State
          Street Plaza

        New
          York,
          NY 10004 

        Attention:
          General Counsel

        


        Reference
          is made to Certificate Guaranty Insurance Policy No. AB1075BE
          (the
“Policy”) issued by Ambac Assurance Corporation (“Ambac”). Terms capitalized
          herein and not otherwise defined shall have the meanings specified in the
          Policy
          and the Agreement, as the case may be, unless the context otherwise
          requires.

         

        The
          Trustee or the Securities Administrator on behalf of the Trustee hereby
          certifies as follows:

         

        
          	1.         
                    	
                  The
                    Trustee or the Securities Administrator is the Trustee or the
                    Securities
                    Administrator under the Agreement for the Holders, as
                    applicable.

                


        

         

        
          	2.            	
                  The
                    relevant Payment Date is [date].

                


        

         

        
          	3.            	
                  Payment
                    on the Insured Notes in respect of the Payment Date is due to
                    be received
                    on _____________________ under the Agreement, in an amount equal
                    to $
                    _____________________.

                


        

         

        
          	4.            	
                  [There
                    is an Insured Amount of $_____________________ in respect of
                    the Insured
                    Notes, which amount is Due for Payment pursuant to the terms
                    of the
                    Agreement.] [There is a Preference Amount of $_____________________
                    in
                    respect of the Insured Notes, which amount is Due for
                    Payment.]

                


        

         

        
          	5.            	
                  The
                    Trustee or the Securities Administrator on behalf of the Trustee
                    has not
                    heretofore made a demand for the Insured Amount in respect of
                    the Payment
                    Date.

                


        

         

        
          	6.            	
                  The
                    Trustee or the Securities Administrator on behalf of the Trustee
                    hereby
                    requests the payment of the Insured Amount that is Due For Payment
                    be made
                    by Ambac under the Policy and directs that payment under the
                    Policy be
                    made to the following account by bank wire transfer of federal
                    or other
                    immediately available funds in accordance with the terms of the
                    Policy to:
                    _____________________ (Trustee’s or Securities Administrator’s account
                    number).

                


        

         

        
          	7.            	
                  The
                    [Trustee] [Securities
                    Administrator] hereby agrees that, following receipt of the Insured
                    Payment from Ambac, it shall (a) hold such amounts in trust and
                    apply the
                    same directly to the distribution of payment on the Insured Notes
                    when
                    due; (b) not apply such funds for any other purpose; (c) deposit
                    such
                    funds to the Policy Payments Account and not commingle such funds
                    with
                    other funds held by [Trustee] [Securities
                    Administrator]; and (d) maintain an accurate record of such payments
                    with
                    respect to each Insured Note and the corresponding claim on the
                    Policy and
                    proceeds thereof.

                


        

         

        Any
          Person Who Knowingly And With Intent To Defraud Any Insurance Company Or
          Other
          Person Files An Application For Insurance Or Statement Of Claim Containing
          Any
          Materially False Information, Or Conceals For The Purpose Of Misleading,
          Information Concerning Any Fact Material Thereto, Commits A Fraudulent
          Insurance
          Act, Which Is A Crime, And Shall Also Be Subject To A Civil Penalty Not
          To
          Exceed Five Thousand Dollars And The Stated Value Of The Claim For Each
          Such
          Violation.

         

        
          	 	
                  By:
                    

                	 
	 	 	
                  Trustee

                
	 	 
	 	 
	 	
                  Title:
                    

                	 
	 	 	
                  (Officer)

                
	 	 
	 	
                  or

                
	 	 
	 	
                  [By:
                    

                	 
	 	 	
                  Securities
                    Administrator on behalf
                    of the Trustee

                
	 	 
	 	 
	 	
                  Title:
                    

                	 
	 	 	
                  (Officer)]

                


        

        


      

    

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      APPENDIX
        A

       

      DEFINITIONS

       

      10-K
        Filing Deadline:
        As
        defined in Section 4.16(a)(iii) of the Sale and Servicing
        Agreement.

       

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

       

      Accepted
        Servicing Practices:
        With
        respect to each EMC Mortgage Loan, those mortgage servicing practices and
        procedures, including prudent collection and loan administration procedures,
        and
        the standard of care (i) employed by prudent mortgage servicers which service
        mortgage loans and revolving home equity lines of credit 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 related servicer customarily employs and exercises in
        servicing and administering similar mortgage loans for its own account and
        shall
        be in full compliance with all federal, state, and local laws, ordinances,
        rules
        and regulations.

      
         

        Account:
          The Master Servicer Collection Account, the Payment Account, the Group
          I Net WAC
          Cap Rate Carryover Reserve Account, the Group II Basis Risk Shortfall Carry
          Forward Reserve Account, the Group III Basis Risk Shortfall Carry Forward
          Reserve Account, the Group II Interest Coverage Account, the Group III
          Interest
          Coverage Account, the Group II Swap Account, the Group II Pre-Funding Account,
          the Group II Swap Collateral Account, the Group III Swap Account, the Group
          III
          Pre-Funding Account, the Group III Swap Collateral Account and the related
          Protected Account, as the context may require.

         

        Accrual
          Period: With respect to the Notes, Class I-E Certificates, Class C
          Certificates and any Payment Date, the period from and including the preceding
          Payment Date (or from the Closing Date, in the case of the first Payment
          Date)
          to and including the day prior to the current Payment
          Date.  Calculations of interest on the Notes, Class I-E Certificates
          and Class C Certificates will be based on a 360-day year and the actual
          number
          of days elapsed during the related accrual period.

         

        Additional
          Balance:  As to any HELOC, the aggregate amount of all related
          Draws conveyed to the Trust Fund.

         

        Additional
          Disclosure:  As defined in Section 4.16(a)(iv) of the Sale and
          Servicing Agreement.

         

        Additional
          Disclosure Notification:  The form of notice set forth in Exhibit
          H to the Sale and Servicing Agreement.

         

        Additional
          Form 10-D Disclosure: As defined in Section 4.16(a)(i) of the Sale and
          Servicing Agreement.

         

        Additional
          Form 10-K Disclosure: As defined in Section 4.16(a)(iii) of the Sale and
          Servicing Agreement.

         

        Administration
          Agreement: The Administration Agreement, dated as of April 30, 2007, among
          the Issuing Entity, the Depositor, the Owner Trustee and the Securities
          Administrator.

         

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

         

        Advance:
          An advance of delinquent payments of principal and interest in respect
          of a
          Mortgage Loan required to be made by the Company as provided in Section
          3.16(a)
          of the Sale and Servicing Agreement, by the Master Servicer as provided
          in
          Section 3.16(b) of the Sale and Servicing Agreement and by each Servicer
          as
          provided in the related Servicing Agreement.

         

        Affected
          Party:  As defined in the related Swap Agreement.

         

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

         

        Annual
          Statement of Compliance: As defined in Section 3.14 of the Sale and
          Servicing Agreement.

         

        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, or a rating of A-l+ in the case of each
          of
          S&P and Fitch or P-1 in the case of Moody’s.

         

        Appraised
          Value: (i) For any Mortgaged Property related to a HELOC, 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
          HELOC,
          and (ii) with respect to any other Mortgage Loan, the lesser of (x) the
          appraised value of the Mortgaged Property based upon the appraisal made
          by a fee
          appraiser at the time of the origination of the related Mortgage Loan,
          and (y)
          the sales price of the Mortgaged Property at the time of such
          origination.

         

        Assessment
          of Compliance:  As defined in Section 3.14 of the Sale and
          Servicing Agreement.

         

        Assignment
          Agreement: Any of the GMACM Assignment Agreement, GMACM HELOC Assignment
          Agreement and GreenPoint Assignment Agreement.

         

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

         

        Attestation
          Report:  As defined in Section 3.14 of the Sale and Servicing
          Agreement.

         

        Attesting
          Party:  As defined in Section 3.14 of the Sale and Servicing
          Agreement.

         

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

         

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

         

        Back-Up
          Certification:  As defined in Section 4.16(a)(iii) of the Sale and
          Servicing Agreement.

         

        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 related
          Servicer to the Master Servicer.

         

        Basic
          Documents: The Sale and Servicing Agreement, the GMACM HELOC Servicing
          Agreement, the GMACM Servicing Agreement, the GreenPoint Servicing Agreement,
          the Indenture, the Trust Agreement, the Mortgage Loan Purchase Agreement,
          the
          Custodial Agreements, the Administration Agreement, the Insurance Agreement,
          any
          Subsequent Mortgage Loan Purchase Agreement, any Subsequent Transfer Instrument,
          the Group II Swap Agreement, the Group III Swap Agreement and the other
          documents and certificates delivered in connection with any of the
          above.

         

        Basis
          Risk Shortfall: With respect to the Notes and any Payment Date, if any Notes
          are subject to the related Net WAC Cap Rate on such Payment Date, the excess,
          if
          any, of (i) the amount of interest that would have been payable to such
          Notes on
          such Payment Date if the Note Interest Rate for such Class for such Payment
          Date
          were calculated at the Formula Rate, over (ii) the amount of interest payable
          on
          such Class of Notes at the related Net WAC Cap Rate for such Payment
          Date.

         

        Basis
          Risk Shortfall Carry Forward Amount: Any of the Group II Basis Risk
          Shortfall Carry Forward Amount or the Group III Basis Risk Shortfall Carry
          Forward Amount.

         

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

         

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

         

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

         

        Certificateholder:
          Any of the Group I, Group II or Group III Certificateholders.

         

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

         

        Certificate
          Paying Agent: Initially, the Securities Administrator, in its capacity as
          Certificate Paying Agent, or any successor to Securities Administrator
          in such
          capacity.

         

        Certificate
          Principal Balance:  With respect to the Class I-S Certificates,
          the amount by which  Draws on any Payment Date exceed the Group I
          Principal Collection Amount, minus (i) all amounts in respect of principal
          distributed to the Class I-S Certificates on previous Payment Dates and
          (ii) any
          Group I Charge-Off Amounts allocated to such Class on previous Payment
          Dates.  With respect to the Class I-E Certificates as of any date of
          determination, an amount equal to the excess, if any, of (A) the then aggregate
          Uncertificated Principal Balance of the REMIC I Regular Interests over
          (B) the
          then aggregate Note Principal Balance of the Group I Notes then outstanding.
          With respect to the Class II-C Certificates as of any date of determination,
          an
          amount equal to the excess, if any, of (A) the then aggregate Uncertificated
          Principal Balance of the REMIC IV Group II Regular Interests over (B) the
          then
          aggregate Note Principal Balance of the Group II Notes then outstanding.
          With
          respect to the Class III-C Certificates as of any date of determination,
          an
          amount equal to the excess, if any, of (A) the then aggregate Uncertificated
          Principal Balance of the REMIC IV Group III Regular Interests over (B)
          the then
          aggregate Note Principal Balance of the Group III Notes then
          outstanding.

         

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

         

        Certificate
          Registrar: Initially, the Securities Administrator, in its capacity as
          Certificate Registrar, or any successor to the Securities Administrator
          in such
          capacity pursuant to the Trust Agreement.

         

        Certificates:
          The Class I-E, Class I-S, Class I-X, Class I-R, Class II-C, Class II-R-1,
          Class
          II-R-2, Class II-X, Class III-C, Class III-R-1, Class III-R-2 and Class
          III-X
          Certificates.

         

        Certification
          Parties:  As defined in Section 4.16(a)(iii) of the Sale and
          Servicing Agreement.

         

        Certifying
          Person:  As defined in Section 4.16(a)(iii) of the Sale and
          Servicing Agreement.

         

        Class:
          Any of the Class A, Class M and Class B Notes, or any of the Class I-E,
          Class
          I-S, Class C, Class R or Class X Certificates.

         

        Class
          A Notes: The Class I-A, Class II-A and Class III-A Notes.

         

        Class
          B Notes: The Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class
          II-B-1 and Class III-B-1 Notes.

         

        Class
          C Certificates: The Class II-C Certificates and Class III-C
          Certificates.

         

        Class
          IO Distribution Amount: Any of the Group II Class IO Distribution Amount or
          Group III Class IO Distribution Amount.

         

        Class
          IO Interest: Any of the Class II-IO Interest or Class III-IO
          Interest.

         

        Class
          M Notes: The Class I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class
          II-M-1, Class II-M-2, Class II-M-3, Class II-M-4, Class II-M-5, Class II-M-6,
          Class III-M-1, Class III-M-2 Class III-M-3, Class III-M-4, Class III-M-5
          and
          Class III-M-6 Notes.

         

        Class
          I-A Principal Payment Amount: With respect to any Payment Date is the lesser
          of (I) the Group I Available Principal Payment Amount for such Payment
          Date and
          (II) an amount equal to the excess (if any) of (A) the Note Principal Balance
          of
          the Class I-A Notes immediately prior to such Payment Date over (B) the
          lesser
          of (x) the product of (1) the Invested Amount as of the end of the related
          Collection Period multiplied by (2) 59.30% and (y) (1) the Invested Amount
          as of
          the end of the related Collection Period, less (2) the Group I
          Overcollateralization Floor.

         

        Class
          I-B-1 Principal Payment Amount: With respect to any Payment Date is the
          lesser of (I) the Group I Available Principal Payment Amount remaining
          after
          payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal
          Payment
          Amount, Class I-M-2 Principal Payment Amount, Class I-M-3 Principal Payment
          Amount and Class I-M-4 Principal Payment Amount on such Payment Date, and
          (II)
          an amount equal to the excess (if any) of (A) the sum of (1) the aggregate
          Note
          Principal Balance of the Class I-A, Class I-M-1, Class I-M-2, Class I-M-3
          and
          Class I-M-4 Notes (after taking into account the payment of the Class I-A
          Principal Payment Amount, Class I-M-1 Principal Payment Amount, Class I-M-2
          Principal Payment Amount, Class I-M-3 Principal Payment Amount and Class
          I-M-4
          Principal Payment Amount for that Payment Date) and (2) the Note Principal
          Balance of the Class I-B-1 Notes immediately prior to such Payment Date
          over (B)
          the lesser of (x) the product of (1) the Invested Amount as of the end
          of the
          related Collection Period multiplied by (2) 78.90% and (y) (1) the Invested
          Amount as of the end of the related Collection Period, less (2) the Group
          I
          Overcollateralization Floor

         

        Class
          I-B-2 Principal Payment Amount: With respect to any Payment Date is the
          lesser of (I) the Group I Available Principal Payment Amount remaining
          after
          payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal
          Payment
          Amount, Class I-M-2 Principal Payment Amount, Class I-M-3 Principal Payment
          Amount, Class I-M-4 Principal Payment Amount and Class I-B-1 Principal
          Payment
          Amount on such Payment Date, and (II) an amount equal to the excess (if
          any) of
          (A) the sum of (1) the aggregate Note Principal Balance of the Class I-A,
          Class
          I-M-1, Class I-M-2, Class I-M-3, Class I-M-4 and Class I-B-1 Notes (after
          taking
          into account the payment of the Class I-A Principal Payment Amount, Class
          I-M-1
          Principal Payment Amount, Class I-M-2 Principal Payment Amount, Class I-M-3
          Principal Payment Amount, Class I-M-4 Principal Payment Amount and Class
          I-B-1
          Principal Payment Amount for that Payment Date) and (2) the Note Principal
          Balance of the Class I-B-2 Notes immediately prior to such Payment Date
          over (B)
          the lesser of (x) the product of (1) the Invested Amount as of the end
          of the
          related Collection Period multiplied by (2) 82.20% and (y) (1) the Invested
          Amount as of the end of the related Collection Period, less (2) the Group
          I
          Overcollateralization Floor.

         

        Class
          I-B-3 Principal Payment Amount: With respect to any Payment Date is the
          lesser of (I) the Group I Available Principal Payment Amount remaining
          after
          payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal
          Payment
          Amount, Class I-M-2 Principal Payment Amount, Class I-M-3 Principal Payment
          Amount, Class I-M-4 Principal Payment Amount, Class I-B-1 Principal Payment
          Amount and Class I-B-2 Principal Payment Amount on such Payment Date, and
          (II)
          an amount equal to the excess (if any) of (A) the sum of (1) the aggregate
          Note
          Principal Balance of the Class I-A, Class I-M-1, Class I-M-2, Class I-M-3,
          Class
          I-M-4, Class I-B-1 and Class I-B-2 Notes (after taking into account the
          payment
          of the Class I-A Principal Payment Amount, Class I-M-1 Principal Payment
          Amount,
          Class I-M-2 Principal Payment Amount, Class I-M-3 Principal Payment Amount,
          Class I-M-4 Principal Payment Amount, Class I-B-1 Principal Payment Amount
          and
          Class I-B-2 Principal Payment Amount for that Payment Date) and (2) the
          Note
          Principal Balance of the Class I-B-3 Notes immediately prior to such Payment
          Date over (B) the lesser of (x) the product of (1) the Invested Amount
          as of the
          end of the related Collection Period multiplied by (2) 85.40% and (y) (1)
          the
          Invested Amount as of the end of the related Collection Period, less (2)
          the
          Group I Overcollateralization Floor.

         

        Class
          I-B-4 Principal Payment Amount: With respect to any Payment Date is the
          lesser of (I) the Group I Available Principal Payment Amount remaining
          after
          payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal
          Payment
          Amount, Class I-M-2 Principal Payment Amount, Class I-M-3 Principal Payment
          Amount, Class I-M-4 Principal Payment Amount, Class I-B-1 Principal Payment
          Amount, Class I-B-2 Principal Payment Amount and Class I-B-3 Principal
          Payment
          Amount on such Payment Date, and (II) an amount equal to the excess (if
          any) of
          (A) the sum of (1) the aggregate Note Principal Balance of the Class I-A,
          Class
          I-M-1, Class I-M-2, Class I-M-3, Class I-M-4, Class I-B-1, Class I-B-2
          and Class
          I-B-3 Notes (after taking into account the payment of the Class I-A Principal
          Payment Amount, Class I-M-1 Principal Payment Amount, Class I-M-2 Principal
          Payment Amount, Class I-M-3 Principal Payment Amount, Class I-M-4 Principal
          Payment Amount, Class I-B-1 Principal Payment Amount, Class I-B-2 Principal
          Payment Amount and Class I-B-3 Principal Payment Amount for that Payment
          Date)
          and (2) the Note Principal Balance of the Class I-B-4 Notes immediately
          prior to
          such Payment Date over (B) the lesser of (x) the product of (1) the Invested
          Amount as of the end of the related Collection Period multiplied by (2)
          89.00%
          and (y) (1) the Invested Amount as of the end of the related Collection
          Period,
          less (2) the Group I Overcollateralization Floor.

         

        Class
          I-E Distribution Amount:  With respect to any Payment Date, the
          sum of (i) the Current Interest for the Class I-E Certificates for such
          Payment
          Date, (ii) any Group I Overcollateralization Reduction Amount for such
          Payment
          Date and (iii) without duplication, any Group I Subsequent Recoveries not
          distributed to the Group I Notes on such Payment Date; provided, however,
          on any
          Payment Date after the Payment Date on which the Note Principal Balances
          of the
          Group I Notes have been reduced to zero, the Class I-E Distribution Amount
          shall
          include the Group I Overcollateralization Amount.

         

        Class
          I-E Interest Rate:  With respect to the Class I-E Certificates and
          any Payment Date, a rate per annum equal to the percentage equivalent of
          a
          fraction, the numerator of which is the sum of the amount determined for
          each
          REMIC I Regular Interest equal to (x) the excess, if any, of the Uncertificated
          REMIC I Pass-Through Rate for such REMIC I Regular Interest over the Group
          I
          Marker Rate, applied to (y) a notional amount equal to the Uncertificated
          Principal Balance of such REMIC I Regular Interest, and the denominator
          of which
          is the aggregate Uncertificated Principal Balance of such REMIC I Regular
          Interests.

         

        Class
          I-E Notional Amount:  With respect to the Class I-E Certificates
          and any Payment Date, an amount equal to the Invested Amount at the beginning
          of
          the related Collection Period.  The initial Class I-E Notional Amount
          of the Class I-E Interest shall be $351,881,947.61. For federal income
          tax
          purposes, the Class I-E Notional Amount of the Class I-E Certificates for
          any
          Payment Date shall be an amount equal to the aggregate Uncertificated Principal
          Balance of the REMIC I Regular Interests for such Payment Date.

         

        Class
          I-M-1 Principal Payment Amount: With respect to any Payment Date is the
          lesser of (I) the Group I Available Principal Payment Amount remaining
          after
          payment of the Class I-A Principal Payment Amount on such Payment Date,
          and (II)
          an amount equal to the excess (if any) of (A) the sum of (1) the Note Principal
          Balance of the Class I-A Notes (after taking into account the payment of
          the
          Class I-A Principal Payment Amount for that Payment Date) and (2) the Note
          Principal Balance of the Class I-M-1 Notes immediately prior to such Payment
          Date over (B) the lesser of (x) the product of (1) the Invested Amount
          as of the
          end of the related Collection Period multiplied by (2) 63.60% and (y) (1)
          the
          Invested Amount as of the end of the related Collection Period, less (2)
          the
          Group I Overcollateralization Floor.

         

        Class
          I-M-2 Principal Payment Amount: With respect to any Payment Date is the
          lesser of (I) the Group I Available Principal Payment Amount remaining
          after
          payment of the Class I-A Principal Payment Amount and Class I-M-1 Principal
          Payment Amount on such Payment Date, and (II) an amount equal to the excess
          (if
          any) of (A) the sum of (1) the Note Principal Balance of the Class I-A
          Notes and
          Class I-M-1 Notes (after taking into account the payment of the Class I-A
          Principal Payment Amount and Class I-M-1 Principal Payment Amount for that
          Payment Date) and (2) the Note Principal Balance of the Class I-M-2 Notes
          immediately prior to such Payment Date over (B) the lesser of (x) the product
          of
          (1) the Invested Amount as of the end of the related Collection Period
          multiplied by (2) 67.50% and (y) (1) the Invested Amount as of the end
          of the
          related Collection Period, less (2) the Group I Overcollateralization
          Floor.

         

        Class
          I-M-3 Principal Payment Amount: With respect to any Payment Date is the
          lesser of (I) the Group I Available Principal Payment Amount remaining
          after
          payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal
          Payment
          Amount and Class I-M-2 Principal Payment Amount on such Payment Date, and
          (II)
          an amount equal to the excess (if any) of (A) the sum of (1) the Note Principal
          Balance of the Class I-A Notes, Class I-M-1 Notes and Class I-M-2 Notes
          (after
          taking into account the payment of the Class I-A Principal Payment Amount,
          Class
          I-M-1 Principal Payment Amount and Class I-M-2 Principal Payment Amount
          for that
          Payment Date) and (2) the Note Principal Balance of the Class I-M-3 Notes
          immediately prior to such Payment Date over (B) the lesser of (x) the product
          of
          (1) the Invested Amount as of the end of the related Collection Period
          multiplied by (2) 71.50% and (y) (1) the Invested Amount as of the end
          of the
          related Collection Period, less (2) the Group I Overcollateralization
          Floor.

         

        Class
          I-M-4 Principal Payment Amount: With respect to any Payment Date is the
          lesser of (I) the Group I Available Principal Payment Amount remaining
          after
          payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal
          Payment
          Amount, Class I-M-2 Principal Payment Amount and Class I-M-3 Principal
          Payment
          Amount on such Payment Date, and (II) an amount equal to the excess (if
          any) of
          (A) the sum of (1) the Note Principal Balance of the Class I-A Notes, Class
          I-M-1 Notes, Class I-M-2 Notes and Class I-M-3 Notes (after taking into
          account
          the payment of the Class I-A Principal Payment Amount, Class I-M-1 Principal
          Payment Amount, Class I-M-2 Principal Payment Amount and Class I-M-3 Principal
          Payment Amount for that Payment Date) and (2) the Note Principal Balance
          of the
          Class I-M-4 Notes immediately prior to such Payment Date over (B) the lesser
          of
          (x) the product of (1) the Invested Amount as of the end of the related
          Collection Period multiplied by (2) 75.10% and (y) (1) the Invested Amount
          as of
          the end of the related Collection Period, less (2) the Group I
          Overcollateralization Floor.

         

        Class
          I-M Notes: Any of the Class I-M-1, Class I-M-2, Class I-M-3 or Class I-M-4
          Notes.

         

        Class
          I-S Floating Allocation Percentage:  With respect to any Payment
          Date, 100% minus the Group I Floating Allocation Percentage.

         

        Class
          I-S Principal Payment Amount:  With respect to the Class I-S
          Certificates, the sum of: (i) with respect to any Payment Date during the
          Group
          I Managed Amortization Period and if the Group I Sponsor’s Certificate Pro Rata
          Test is not met, the lesser of (a) the Certificate Principal Balance of
          the
          Class I-S Certificates immediately prior to such Payment Date and (b) the
          Group
          I Principal Collection Amount less the aggregate Draws for the related
          Payment
          Date, and (ii) with respect to any Payment Date during the Group I Managed
          Amortization Period and if the Group I Sponsor’s Certificate Pro Rata Test is
          met, the Class I-S Floating Allocation Percentage of the Group I Principal
          Collection Amount less the aggregate Draws for the related Payment
          Date.

         

        Class
          II-A Principal Payment Amount: With respect to the Class II-A Notes and any
          Payment Date is the lesser of (I) the Group II Principal Payment Amount
          for that
          Payment Date and any amounts drawn on the Policy with regard to any Mortgage
          Loan that is charged off and (II) an amount equal to the excess (if any)
          of (A)
          the Note Principal Balance of the Class II-A Notes immediately prior to
          such
          Payment Date over (B) the lesser of (x) the product of (1) 61.30% and (2)
          the
          aggregate Stated Principal Balance of the Group II Mortgage Loans as of
          the last
          day of the related Due Period (after giving effect to scheduled payments
          of
          principal due during the related Due Period, to the extent received or
          advanced,
          and unscheduled collections of principal received during the related Prepayment
          Period, and after reduction for related Realized Losses incurred during
          the
          prior calendar month), and (y) the aggregate Stated Principal Balance of
          the
          Group II Mortgage Loans as of the last day of the related Due Period (after
          giving effect to scheduled payments of principal due during the related
          Due
          Period, to the extent received or advanced, and unscheduled collections
          of
          principal received during the related Prepayment Period, and after reduction
          for
          related Realized Losses incurred during the prior calendar month) minus
          the
          Group II Overcollateralization Floor.

         

        Class
          II-B-1 Principal Payment Amount: With respect to the Class II-B-1 Notes and
          any Payment Date is the lesser of (I) the remaining Group II Principal
          Payment
          Amount for that Payment Date after payment of the Class II-A Principal
          Payment
          Amount, the Class II-M-1 Principal Payment Amount, the Class II-M-2 Principal
          Payment Amount, the Class II-M-3 Principal Payment Amount, the Class II-M-4
          Principal Payment Amount, the Class II-M-5 Principal Payment Amount and
          the
          Class II-M-6 Principal Payment Amount and (II) an amount equal to the excess
          (if
          any) of (A) the sum of (1) the aggregate Note Principal Balance of the
          Class
          II-A Notes (after taking into account the payment of the Class II-A Principal
          Payment Amount on such Payment Date), (2) the Note Principal Balance of
          the
          Class II-M-1 Notes (after taking into account the payment of the Class
          II-M-1
          Principal Payment Amount on such Payment Date), (3) the Note Principal
          Balance
          of the Class II-M-2 Notes (after taking into account the payment of the
          Class
          II-M-2 Principal Payment Amount on such Payment Date), (4) the Note Principal
          Balance of the Class II-M-3 Notes (after taking into account the payment
          of the
          Class II-M-3 Principal Payment Amount on such Payment Date), (5) the Note
          Principal Balance of the Class II-M-4 Notes (after taking into account
          the
          payment of the Class II-M-4 Principal Payment Amount on such Payment Date),
          (6)
          the Note Principal Balance of the Class II-M-5 Notes (after taking into
          account
          the payment of the Class II-M-5 Principal Payment Amount on such Payment
          Date),
          (7) the Note Principal Balance of the Class II-M-6 Notes (after taking
          into
          account the payment of the Class II-M-6 Principal Payment Amount on such
          Payment
          Date) and (8) the Note Principal Balance of the Class II-B-1 Notes immediately
          prior to such Payment Date, over (B) the lesser of (x) the product of (1)
          85.50%
          and (2) the aggregate Stated Principal Balance of the Group II Mortgage
          Loans as
          of the last day of the related Due Period (after giving effect to scheduled
          payments of principal due during the related Due Period, to the extent
          received
          or advanced, and unscheduled collections of principal received during the
          related Prepayment Period, and after reduction for related Realized Losses
          incurred during the prior calendar month), and (y) the aggregate Stated
          Principal Balance of the Group II Mortgage Loans as of the last day of
          the
          related Due Period (after giving effect to scheduled payments of principal
          due
          during the related Due Period, to the extent received or advanced, and
          unscheduled collections of principal received during the related Prepayment
          Period, and after reduction for related Realized Losses incurred during
          the
          prior calendar month) minus the Group II Overcollateralization
          Floor.

         

        Class
          II-C Distribution Amount:  With respect to any Payment Date, the
          sum of (i) the Current Interest for the Class II-C Certificates for such
          Payment
          Date, (ii) any Group II Overcollateralization Release Amount for such Payment
          Date and (iii) without duplication, any Group II Subsequent Recoveries
          not
          distributed to the Group II Notes on such Payment Date; provided, however
          that
          on any Payment Date after the Payment Date on which the Note Principal
          Balances
          of the Group II Notes have been reduced to zero, the Class II-C Distribution
          Amount shall include the Group II Overcollateralization Amount.

         

        Class
          II-C Certificate Notional Amount: With respect to the Class II-C
          Certificates and any Payment Date, an amount equal to the Stated Principal
          Balance of the Group II Mortgage Loans as of the beginning of the related
          Due
          Period. The initial Class II-C Certificate Notional Amount of the Class
          II-C
          Certificates shall be $474,359,695.57. For federal income tax purposes,
          the
          Class II-C Certificate Notional Amount of the Class II-C Certificates for
          any
          Payment Date shall be an amount equal to the aggregate Uncertificated Principal
          Balance of the REMIC IV Group II Regular Interests for such Payment
          Date.

        


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

         

        Class
          II-IO Interest: A Regular Interest in REMIC V for purposes of the REMIC
          Provisions, which shall be held as an asset of the Group II Supplemental
          Interest Trust.

         

        Class
          II-M Notes: Any of the Class II-M-1, Class II-M-2, Class II-M-3, Class
          II-M-4, Class II-M-5 or Class II-M-6 Notes.

         

        Class
          II-M-1 Principal Payment Amount: With respect to the Class II-M-1 Notes and
          any applicable Payment Date is an amount equal to the lesser of (I) the
          remaining Group II Principal Payment Amount for that Payment Date after
          payment
          of the Class II-A Principal Payment Amount and (II) an amount equal to
          the
          excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance
          of
          the Class II-A Notes (after taking into account the payment of the Class
          II-A
          Principal Payment Amount on such Payment Date), and (2) the Note Principal
          Balance of the Class II-M-1 Notes immediately prior to such Payment Date,
          over
          (B) the lesser of (x) the product of (1) 65.50% and (2) the aggregate Stated
          Principal Balance of the Group II Mortgage Loans as of the last day of
          the
          related Due Period (after giving effect to scheduled payments of principal
          due
          during the related Due Period, to the extent received or advanced, and
          unscheduled collections of principal received during the related Prepayment
          Period, and after reduction for related Realized Losses incurred during
          the
          prior calendar month), and (y) the aggregate Stated Principal Balance of
          the
          Group II Mortgage Loans as of the last day of the related Due Period (after
          giving effect to scheduled payments of principal due during the related
          Due
          Period, to the extent received or advanced, and unscheduled collections
          of
          principal received during the related Prepayment Period, and after reduction
          for
          related Realized Losses incurred during the prior calendar month) minus
          the
          Group II Overcollateralization Floor.

         

        Class
          II-M-2 Principal Payment Amount: With respect to the Class II-M-2 Notes and
          any applicable Payment Date is an amount equal to the lesser of (I) the
          remaining Group II Principal Payment Amount for that Payment Date after
          payment
          of the Class II-A Principal Payment Amount and the Class II-M-1 Principal
          Payment Amount and (II) an amount equal to the excess (if any) of (A) the
          sum of
          (1) the aggregate Note Principal Balance of the Class II-A Notes (after
          taking
          into account the payment of the Class II-A Principal Payment Amount on
          such
          Payment Date), and (2) the Note Principal Balance of the Class II-M-1 Notes
          (after taking into account the payment of the Class II-M-1 Principal Payment
          Amount on such Payment Date) and (3) the Note Principal Balance of the
          Class
          II-M-2 Notes immediately prior to such Payment Date, over (B) the lesser
          of (x)
          the product of (1) 69.40% and (2) the aggregate Stated Principal Balance
          of the
          Group II Mortgage Loans as of the last day of the related Due Period (after
          giving effect to scheduled payments of principal due during the related
          Due
          Period, to the extent received or advanced, and unscheduled collections
          of
          principal received during the related Prepayment Period, and after reduction
          for
          related Realized Losses incurred during the prior calendar month), and
          (y) the
          aggregate Stated Principal Balance of the Group II Mortgage Loans as of
          the last
          day of the related Due Period (after giving effect to scheduled payments
          of
          principal due during the related Due Period, to the extent received or
          advanced,
          and unscheduled collections of principal received during the related Prepayment
          Period, and after reduction for related Realized Losses incurred during
          the
          prior calendar month) minus the Group II Overcollateralization
          Floor.

         

        Class
          II-M-3 Principal Payment Amount: With respect to the Class II-M-3 Notes and
          any applicable Payment Date is an amount equal to the lesser of (I) the
          remaining Group II Principal Payment Amount for that Payment Date after
          payment
          of the Class II-A Principal Payment Amount, the Class II-M-1 Principal
          Payment
          Amount and the Class II-M-2 Principal Payment Amount and (II) an amount
          equal to
          the excess (if any) of (A) the sum of (1) the aggregate Note Principal
          Balance
          of the Class II-A Notes (after taking into account the payment of the Class
          II-A
          Principal Payment Amount on such Payment Date), (2) the Note Principal
          Balance
          of the Class II-M-1 Notes (after taking into account the payment of the
          Class
          II-M-1 Principal Payment Amount on such Payment Date), (3) the Note Principal
          Balance of the Class II-M-2 Notes (after taking into account the payment
          of the
          Class II-M-2 Principal Payment Amount on such Payment Date) and (4) the
          Note
          Principal Balance of the Class II-M-3 Notes immediately prior to such Payment
          Date, over (B) the lesser of (x) the product of (1) 73.00% and (2) the
          aggregate
          Stated Principal Balance of the Group II Mortgage Loans as of the last
          day of
          the related Due Period (after giving effect to scheduled payments of principal
          due during the related Due Period, to the extent received or advanced,
          and
          unscheduled collections of principal received during the related Prepayment
          Period, and after reduction for related Realized Losses incurred during
          the
          prior calendar month), and (y) the aggregate Stated Principal Balance of
          the
          Group II Mortgage Loans as of the last day of the related Due Period (after
          giving effect to scheduled payments of principal due during the related
          Due
          Period, to the extent received or advanced, and unscheduled collections
          of
          principal received during the related Prepayment Period, and after reduction
          for
          related Realized Losses incurred during the prior calendar month) minus
          the
          Group II Overcollateralization Floor.

         

        Class
          II-M-4 Principal Payment Amount: With respect to the Class II-M-4 Notes and
          any applicable Payment Date is an amount equal to the lesser of (I) the
          remaining Group II Principal Payment Amount for that Payment Date after
          payment
          of the Class II-A Principal Payment Amount, the Class II-M-1 Principal
          Payment
          Amount, the Class II-M-2 Principal Payment Amount and the Class II-M-3
          Principal
          Payment Amount and (II) an amount equal to the excess (if any) of (A) the
          sum of
          (1) the aggregate Note Principal Balance of the Class II-A Notes (after
          taking
          into account the payment of the Class II-A Principal Payment Amount on
          such
          Payment Date), (2) the Note Principal Balance of the Class II-M-1 Notes
          (after
          taking into account the payment of the Class II-M-1 Principal Payment Amount
          on
          such Payment Date), (3) the Note Principal Balance of the Class II-M-2
          Notes
          (after taking into account the payment of the Class II-M-2 Principal Payment
          Amount on such Payment Date), (4) the Note Principal Balance of the Class
          II-M-3
          Notes (after taking into account the payment of the Class II-M-3 Principal
          Payment Amount on such Payment Date) and (5) the Note Principal Balance
          of the
          Class II-M-4 Notes immediately prior to such Payment Date, over (B) the
          lesser
          of (x) the product of (1) 76.40% and (2) the aggregate Stated Principal
          Balance
          of the Group II Mortgage Loans as of the last day of the related Due Period
          (after giving effect to scheduled payments of principal due during the
          related
          Due Period, to the extent received or advanced, and unscheduled collections
          of
          principal received during the related Prepayment Period, and after reduction
          for
          related Realized Losses incurred during the prior calendar month), and
          (y) the
          aggregate Stated Principal Balance of the Group II Mortgage Loans as of
          the last
          day of the related Due Period (after giving effect to scheduled payments
          of
          principal due during the related Due Period, to the extent received or
          advanced,
          and unscheduled collections of principal received during the related Prepayment
          Period, and after reduction for related Realized Losses incurred during
          the
          prior calendar month) minus the Group II Overcollateralization
          Floor.

         

        Class
          II-M-5 Principal Payment Amount: With respect to the Class II-M-5 Notes and
          any applicable Payment Date is an amount equal to the lesser of (I) the
          remaining Group II Principal Payment Amount for that Payment Date after
          payment
          of the Class II-A Principal Payment Amount, the Class II-M-1 Principal
          Payment
          Amount, the Class II-M-2 Principal Payment Amount, the Class II-M-3 Principal
          Payment Amount and the Class II-M-4 Principal Payment Amount and (II) an
          amount
          equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal
          Balance of the Class II-A Notes (after taking into account the payment
          of the
          Class II-A Principal Payment Amount on such Payment Date), (2) the Note
          Principal Balance of the Class II-M-1 Notes (after taking into account
          the
          payment of the Class II-M-1 Principal Payment Amount on such Payment Date),
          (3)
          the Note Principal Balance of the Class II-M-2 Notes (after taking into
          account
          the payment of the Class II-M-2 Principal Payment Amount on such Payment
          Date),
          (4) the Note Principal Balance of the Class II-M-3 Notes (after taking
          into
          account the payment of the Class II-M-3 Principal Payment Amount on such
          Payment
          Date), (5) the Note Principal Balance of the Class II-M-4 Notes (after
          taking
          into account the payment of the Class II-M-4 Principal Payment Amount on
          such
          Payment Date) and (6) the Note Principal Balance of the Class II-M-5 Notes
          immediately prior to such Payment Date, over (B) the lesser of (x) the
          product
          of (1) 79.90% and (2) the aggregate Stated Principal Balance of the Group
          II
          Mortgage Loans as of the last day of the related Due Period (after giving
          effect
          to scheduled payments of principal due during the related Due Period, to
          the
          extent received or advanced, and unscheduled collections of principal received
          during the related Prepayment Period, and after reduction for related Realized
          Losses incurred during the prior calendar month), and (y) the aggregate
          Stated
          Principal Balance of the Group II Mortgage Loans as of the last day of
          the
          related Due Period (after giving effect to scheduled payments of principal
          due
          during the related Due Period, to the extent received or advanced, and
          unscheduled collections of principal received during the related Prepayment
          Period, and after reduction for related Realized Losses incurred during
          the
          prior calendar month) minus the Group II Overcollateralization
          Floor.

         

        Class
          II-M-6 Principal Payment Amount: With respect to the Class II-M-6 Notes and
          any applicable Payment Date is an amount equal to the lesser of (I) the
          remaining Group II Principal Payment Amount for that Payment Date after
          payment
          of the Class II-A Principal Payment Amount, the Class II-M-1 Principal
          Payment
          Amount, the Class II-M-2 Principal Payment Amount, the Class II-M-3 Principal
          Payment Amount, the Class II-M-4 Principal Payment Amount and the Class
          II-M-5
          Principal Payment Amount and (II) an amount equal to the excess (if any)
          of (A)
          the sum of (1) the aggregate Note Principal Balance of the Class II-A Notes
          (after taking into account the payment of the Class II-A Principal Payment
          Amount on such Payment Date), (2) the Note Principal Balance of the Class
          II-M-1
          Notes (after taking into account the payment of the Class II-M-1 Principal
          Payment Amount on such Payment Date), (3) the Note Principal Balance of
          the
          Class II-M-2 Notes (after taking into account the payment of the Class
          II-M-2
          Principal Payment Amount on such Payment Date), (4) the Note Principal
          Balance
          of the Class II-M-3 Notes (after taking into account the payment of the
          Class
          II-M-3 Principal Payment Amount on such Payment Date), (5) the Note Principal
          Balance of the Class II-M-4 Notes (after taking into account the payment
          of the
          Class II-M-4 Principal Payment Amount on such Payment Date), (6) the Note
          Principal Balance of the Class II-M-5 Notes (after taking into account
          the
          payment of the Class II-M-5 Principal Payment Amount on such Payment Date)
          and
          (7) the Note Principal Balance of the Class II-M-6 Notes immediately prior
          to
          such Payment Date, over (B) the lesser of (x) the product of (1) 82.80%
          and (2)
          the aggregate Stated Principal Balance of the Group II Mortgage Loans as
          of the
          last day of the related Due Period (after giving effect to scheduled payments
          of
          principal due during the related Due Period, to the extent received or
          advanced,
          and unscheduled collections of principal received during the related Prepayment
          Period, and after reduction for related Realized Losses incurred during
          the
          prior calendar month), and (y) the aggregate Stated Principal Balance of
          the
          Group II Mortgage Loans as of the last day of the related Due Period (after
          giving effect to scheduled payments of principal due during the related
          Due
          Period, to the extent received or advanced, and unscheduled collections
          of
          principal received during the related Prepayment Period, and after reduction
          for
          related Realized Losses incurred during the prior calendar month) minus
          the
          Group II Overcollateralization Floor.

         

        Class
          III-A Principal Payment Amount: With respect to the Class III-A Notes and
          any Payment Date is the lesser of (I) the Group III Principal Payment Amount
          for
          that Payment Date and any amounts drawn on the Policy with regard to any
          Mortgage Loan that is charged off and (II) an amount equal to the excess
          (if
          any) of (A) the Note Principal Balance of the Class III-A Notes immediately
          prior to such Payment Date, over (B) the lesser of (x) the product of (1)
          59.80%
          and (2) the aggregate Stated Principal Balance of the Group III Mortgage
          Loans
          as of the last day of the related Due Period (after giving effect to scheduled
          payments of principal due during the related Due Period, to the extent
          received
          or advanced, and unscheduled collections of principal received during the
          related Prepayment Period, and after reduction for related Realized Losses
          incurred during the prior calendar month), and (y) the aggregate Stated
          Principal Balance of the Group III Mortgage Loans as of the last day of
          the
          related Due Period (after giving effect to scheduled payments of principal
          due
          during the related Due Period, to the extent received or advanced, and
          unscheduled collections of principal received during the related Prepayment
          Period, and after reduction for related Realized Losses incurred during
          the
          prior calendar month) minus the Group III Overcollateralization
          Floor.

         

        Class
          III-B-1 Principal Payment Amount: With respect to the Class III-B-1 Notes
          and any Payment Date is the lesser of (I) the remaining Group III Principal
          Payment Amount for that Payment Date after payment of the Class III-A Principal
          Payment Amount, the Class III-M-1 Principal Payment Amount, the Class III-M-2
          Principal Payment Amount, the Class III-M-3 Principal Payment Amount, the
          Class
          III-M-4 Principal Payment Amount, the Class III-M-5 Principal Payment Amount
          and
          the Class III-M-6 Principal Payment Amount and (II) an amount equal to
          the
          excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance
          of
          the Class III-A Notes (after taking into account the payment of the Class
          III-A
          Principal Payment Amount on such Payment Date), (2) the Note Principal
          Balance
          of the Class III-M-1 Notes (after taking into account the payment of the
          Class
          III-M-1 Principal Payment Amount on such Payment Date), (3) the Note Principal
          Balance of the Class III-M-2 Notes (after taking into account the payment
          of the
          Class III-M-2 Principal Payment Amount on such Payment Date), (4) the Note
          Principal Balance of the Class III-M-3 Notes (after taking into account
          the
          payment of the Class III-M-3 Principal Payment Amount on such Payment Date),
          (5)
          the Note Principal Balance of the Class III-M-4 Notes (after taking into
          account
          the payment of the Class III-M-4 Principal Payment Amount on such Payment
          Date),
          (6) the Note Principal Balance of the Class III-M-5 Notes (after taking
          into
          account the payment of the Class III-M-5 Principal Payment Amount on such
          Payment Date), (7) the Note Principal Balance of the Class III-M-6 Notes
          (after
          taking into account the payment of the Class III-M-6 Principal Payment
          Amount on
          such Payment Date) and (8) the Note Principal Balance of the Class III-B-1
          Notes
          immediately prior to such Payment Date, over (B) the lesser of (x) the
          product
          of (1) 84.70% and (2) the aggregate Stated Principal Balance of the Group
          III
          Mortgage Loans as of the last day of the related Due Period (after giving
          effect
          to scheduled payments of principal due during the related Due Period, to
          the
          extent received or advanced, and unscheduled collections of principal received
          during the related Prepayment Period, and after reduction for related Realized
          Losses incurred during the prior calendar month), and (y) the aggregate
          Stated
          Principal Balance of the Group III Mortgage Loans as of the last day of
          the
          related Due Period (after giving effect to scheduled payments of principal
          due
          during the related Due Period, to the extent received or advanced, and
          unscheduled collections of principal received during the related Prepayment
          Period, and after reduction for related Realized Losses incurred during
          the
          prior calendar month) minus the Group III Overcollateralization
          Floor.

         

        Class
          III-C Distribution Amount:  With respect to any Payment Date, the
          sum of (i) the Current Interest for the Class III-C Certificates for such
          Payment Date, (ii) any Group III Overcollateralization Release Amount for
          such
          Payment Date and (iii) without duplication, any Group III Subsequent Recoveries
          not distributed to the Group III Notes on such Payment Date; provided,
          however
          that on any Payment Date after the Payment Date on which the Note Principal
          Balances of the Group III Notes have been reduced to zero, the Class III-C
          Distribution Amount shall include the Group III Overcollateralization
          Amount.

         

        Class
          III-C Certificate Notional Amount: With respect to the Class III-C
          Certificates and any Payment Date, an amount equal to the Stated Principal
          Balance of the Group III Mortgage Loans as of the beginning of the related
          Due
          Period. The initial Class III-C Certificate Notional Amount of the Class
          III-C
          Certificates shall be $364,544,253.72. For federal income tax purposes,
          the
          Class III-C Certificate Notional Amount of the Class III-C Certificates
          for any
          Payment Date shall be an amount equal to the aggregate Uncertificated Principal
          Balance of the REMIC IV Group III Regular Interests for such Payment
          Date.

        


        Class
          III-C Interest Rate:  With respect to the Class III-C Certificates
          and any Payment Date, a rate per annum equal to the percentage equivalent
          of a
          fraction, the numerator of which is the sum of the amount determined for
          each
          REMIC IV Group III Regular Interest (other than REMIC IV Regular Interest
          III-IO) equal to (x) the excess, if any, of the Uncertificated REMIC IV
          Pass-Through Rate for such REMIC IV Regular Interest over the Group III
          Marker
          Rate, applied to (y) a notional amount equal to the Uncertificated Principal
          Balance of such REMIC IV Regular Interest, and the denominator of which
          is the
          aggregate Uncertificated Principal Balance of such REMIC IV Regular
          Interests.

         

        Class
          III-IO Interest: A Regular Interest in REMIC V for purposes of the REMIC
          Provisions, which shall be held as an asset of the Group III Supplemental
          Interest Trust.

         

        Class
          III-M Notes: Any of the Class III-M-1, Class III-M-2, Class III-M-3, Class
          II-M-4, Class III-M-5 or Class III-M-6 Notes.

         

        Class
          III-M-1 Principal Payment Amount: With respect to the Class III-M-1 Notes
          and any applicable Payment Date is an amount equal to the lesser of (I)
          the
          remaining Group III Principal Payment Amount for that Payment Date after
          payment
          of the Class III-A Principal Payment Amount and (II) an amount equal to
          the
          excess (if any) of (A) the sum of (1) the aggregate Note Principal Balance
          of
          the Class III-A Notes (after taking into account the payment of the Class
          III-A
          Principal Payment Amount on such Payment Date), and (2) the Note Principal
          Balance of the Class III-M-1 Notes immediately prior to such Payment Date,
          over
          (B) the lesser of (x) the product of (1) 63.90% and (2) the aggregate Stated
          Principal Balance of the Group III Mortgage Loans as of the last day of
          the
          related Due Period (after giving effect to scheduled payments of principal
          due
          during the related Due Period, to the extent received or advanced, and
          unscheduled collections of principal received during the related Prepayment
          Period, and after reduction for related Realized Losses incurred during
          the
          prior calendar month), and (y) the aggregate Stated Principal Balance of
          the
          Group III Mortgage Loans as of the last day of the related Due Period (after
          giving effect to scheduled payments of principal due during the related
          Due
          Period, to the extent received or advanced, and unscheduled collections
          of
          principal received during the related Prepayment Period, and after reduction
          for
          related Realized Losses incurred during the prior calendar month) minus
          the
          Group III Overcollateralization Floor.

         

        Class
          III-M-2 Principal Payment Amount: With respect to the Class III-M-2 Notes
          and any applicable Payment Date is an amount equal to the lesser of (I)
          the
          remaining Group III Principal Payment Amount for that Payment Date after
          payment
          of the Class II-A Principal Payment Amount and the Class III-M-1 Principal
          Payment Amount and (II) an amount equal to the excess (if any) of (A) the
          sum of
          (1) the aggregate Note Principal Balance of the Class III-A Notes (after
          taking
          into account the payment of the Class III-A Principal Payment Amount on
          such
          Payment Date), and (2) the Note Principal Balance of the Class III-M-1
          Notes
          (after taking into account the payment of the Class III-M-1 Principal Payment
          Amount on such Payment Date) and (3) the Note Principal Balance of the
          Class
          III-M-2 Notes immediately prior to such Payment Date, over (B) the lesser
          of (x)
          the product of (1) 67.80% and (2) the aggregate Stated Principal Balance
          of the
          Group III Mortgage Loans as of the last day of the related Due Period (after
          giving effect to scheduled payments of principal due during the related
          Due
          Period, to the extent received or advanced, and unscheduled collections
          of
          principal received during the related Prepayment Period, and after reduction
          for
          related Realized Losses incurred during the prior calendar month), and
          (y) the
          aggregate Stated Principal Balance of the Group III Mortgage Loans as of
          the
          last day of the related Due Period (after giving effect to scheduled payments
          of
          principal due during the related Due Period, to the extent received or
          advanced,
          and unscheduled collections of principal received during the related Prepayment
          Period, and after reduction for related Realized Losses incurred during
          the
          prior calendar month) minus the Group III Overcollateralization
          Floor.

         

        Class
          III-M-3 Principal Payment Amount: With respect to the Class III-M-3 Notes
          and any applicable Payment Date is an amount equal to the lesser of (I)
          the
          remaining Group III Principal Payment Amount for that Payment Date after
          payment
          of the Class III-A Principal Payment Amount, the Class III-M-1 Principal
          Payment
          Amount and the Class III-M-2 Principal Payment Amount and (II) an amount
          equal
          to the excess (if any) of (A) the sum of (1) the aggregate Note Principal
          Balance of the Class III-A Notes (after taking into account the payment
          of the
          Class III-A Principal Payment Amount on such Payment Date), (2) the Note
          Principal Balance of the Class III-M-1 Notes (after taking into account
          the
          payment of the Class III-M-1 Principal Payment Amount on such Payment Date),
          (3)
          the Note Principal Balance of the Class II-M-2 Notes (after taking into
          account
          the payment of the Class III-M-2 Principal Payment Amount on such Payment
          Date)
          and (4) the Note Principal Balance of the Class III-M-3 Notes immediately
          prior
          to such Payment Date, over (B) the lesser of (x) the product of (1) 71.60%
          and
          (2) the aggregate Stated Principal Balance of the Group III Mortgage Loans
          as of
          the last day of the related Due Period (after giving effect to scheduled
          payments of principal due during the related Due Period, to the extent
          received
          or advanced, and unscheduled collections of principal received during the
          related Prepayment Period, and after reduction for related Realized Losses
          incurred during the prior calendar month), and (y) the aggregate Stated
          Principal Balance of the Group III Mortgage Loans as of the last day of
          the
          related Due Period (after giving effect to scheduled payments of principal
          due
          during the related Due Period, to the extent received or advanced, and
          unscheduled collections of principal received during the related Prepayment
          Period, and after reduction for related Realized Losses incurred during
          the
          prior calendar month) minus the Group III Overcollateralization
          Floor.

         

        Class
          III-M-4 Principal Payment Amount: With respect to the Class III-M-4 Notes
          and any applicable Payment Date is an amount equal to the lesser of (I)
          the
          remaining Group III Principal Payment Amount for that Payment Date after
          payment
          of the Class III-A Principal Payment Amount, the Class III-M-1 Principal
          Payment
          Amount, the Class III-M-2 Principal Payment Amount and the Class III-M-3
          Principal Payment Amount and (II) an amount equal to the excess (if any)
          of (A)
          the sum of (1) the aggregate Note Principal Balance of the Class III-A
          Notes
          (after taking into account the payment of the Class III-A Principal Payment
          Amount on such Payment Date), (2) the Note Principal Balance of the Class
          III-M-1 Notes (after taking into account the payment of the Class III-M-1
          Principal Payment Amount on such Payment Date), (3) the Note Principal
          Balance
          of the Class III-M-2 Notes (after taking into account the payment of the
          Class
          III-M-2 Principal Payment Amount on such Payment Date), (4) the Note Principal
          Balance of the Class III-M-3 Notes (after taking into account the payment
          of the
          Class III-M-3 Principal Payment Amount on such Payment Date) and (5) the
          Note
          Principal Balance of the Class III-M-4 Notes immediately prior to such
          Payment
          Date, over (B) the lesser of (x) the product of (1) 75.20% and (2) the
          aggregate
          Stated Principal Balance of the Group III Mortgage Loans as of the last
          day of
          the related Due Period (after giving effect to scheduled payments of principal
          due during the related Due Period, to the extent received or advanced,
          and
          unscheduled collections of principal received during the related Prepayment
          Period, and after reduction for related Realized Losses incurred during
          the
          prior calendar month), and (y) the aggregate Stated Principal Balance of
          the
          Group III Mortgage Loans as of the last day of the related Due Period (after
          giving effect to scheduled payments of principal due during the related
          Due
          Period, to the extent received or advanced, and unscheduled collections
          of
          principal received during the related Prepayment Period, and after reduction
          for
          related Realized Losses incurred during the prior calendar month) minus
          the
          Group III Overcollateralization Floor.

         

        Class
          III-M-5 Principal Payment Amount: With respect to the Class III-M-5 Notes
          and any applicable Payment Date is an amount equal to the lesser of (I)
          the
          remaining Group III Principal Payment Amount for that Payment Date after
          payment
          of the Class III-A Principal Payment Amount, the Class III-M-1 Principal
          Payment
          Amount, the Class III-M-2 Principal Payment Amount, the Class III-M-3 Principal
          Payment Amount and the Class III-M-4 Principal Payment Amount and (II)
          an amount
          equal to the excess (if any) of (A) the sum of (1) the aggregate Note Principal
          Balance of the Class III-A Notes (after taking into account the payment
          of the
          Class III-A Principal Payment Amount on such Payment Date), (2) the Note
          Principal Balance of the Class III-M-1 Notes (after taking into account
          the
          payment of the Class III-M-1 Principal Payment Amount on such Payment Date),
          (3)
          the Note Principal Balance of the Class III-M-2 Notes (after taking into
          account
          the payment of the Class III-M-2 Principal Payment Amount on such Payment
          Date),
          (4) the Note Principal Balance of the Class III-M-3 Notes (after taking
          into
          account the payment of the Class III-M-3 Principal Payment Amount on such
          Payment Date), (5) the Note Principal Balance of the Class III-M-4 Notes
          (after
          taking into account the payment of the Class III-M-4 Principal Payment
          Amount on
          such Payment Date) and (6) the Note Principal Balance of the Class III-M-5
          Notes
          immediately prior to such Payment Date, over (B) the lesser of (x) the
          product
          of (1) 78.80% and (2) the aggregate Stated Principal Balance of the Group
          III
          Mortgage Loans as of the last day of the related Due Period (after giving
          effect
          to scheduled payments of principal due during the related Due Period, to
          the
          extent received or advanced, and unscheduled collections of principal received
          during the related Prepayment Period, and after reduction for related Realized
          Losses incurred during the prior calendar month), and (y) the aggregate
          Stated
          Principal Balance of the Group III Mortgage Loans as of the last day of
          the
          related Due Period (after giving effect to scheduled payments of principal
          due
          during the related Due Period, to the extent received or advanced, and
          unscheduled collections of principal received during the related Prepayment
          Period, and after reduction for related Realized Losses incurred during
          the
          prior calendar month) minus the Group III Overcollateralization
          Floor.

         

        Class
          III-M-6 Principal Payment Amount: With respect to the Class III-M-6 Notes
          and any applicable Payment Date is an amount equal to the lesser of (I)
          the
          remaining Group III Principal Payment Amount for that Payment Date after
          payment
          of the Class III-A Principal Payment Amount, the Class III-M-1 Principal
          Payment
          Amount, the Class III-M-2 Principal Payment Amount, the Class III-M-3 Principal
          Payment Amount, the Class III-M-4 Principal Payment Amount and the Class
          III-M-5
          Principal Payment Amount and (II) an amount equal to the excess (if any)
          of (A)
          the sum of (1) the aggregate Note Principal Balance of the Class III-A
          Notes
          (after taking into account the payment of the Class III-A Principal Payment
          Amount on such Payment Date), (2) the Note Principal Balance of the Class
          III-M-1 Notes (after taking into account the payment of the Class III-M-1
          Principal Payment Amount on such Payment Date), (3) the Note Principal
          Balance
          of the Class III-M-2 Notes (after taking into account the payment of the
          Class
          III-M-2 Principal Payment Amount on such Payment Date), (4) the Note Principal
          Balance of the Class III-M-3 Notes (after taking into account the payment
          of the
          Class III-M-3 Principal Payment Amount on such Payment Date), (5) the Note
          Principal Balance of the Class III-M-4 Notes (after taking into account
          the
          payment of the Class III-M-4 Principal Payment Amount on such Payment Date),
          (6)
          the Note Principal Balance of the Class III-M-5 Notes (after taking into
          account
          the payment of the Class III-M-5 Principal Payment Amount on such Payment
          Date),
          and (7) the Note Principal Balance of the Class III-M-6 Notes immediately
          prior
          to such Payment Date, over (B) the lesser of (x) the product of (1) 81.80%
          and
          (2) the aggregate Stated Principal Balance of the Group III Mortgage Loans
          as of
          the last day of the related Due Period (after giving effect to scheduled
          payments of principal due during the related Due Period, to the extent
          received
          or advanced, and unscheduled collections of principal received during the
          related Prepayment Period, and after reduction for related Realized Losses
          incurred during the prior calendar month), and (y) the aggregate Stated
          Principal Balance of the Group III Mortgage Loans as of the last day of
          the
          related Due Period (after giving effect to scheduled payments of principal
          due
          during the related Due Period, to the extent received or advanced, and
          unscheduled collections of principal received during the related Prepayment
          Period, and after reduction for related Realized Losses incurred during
          the
          prior calendar month) minus the Group III Overcollateralization
          Floor.

         

        Class
          R Certificates: The Class I-R, Class II-R-1, Class II-R-2 and Class III-R
          Certificates.

         

        Class
          X Certificates: The Class I-X, Class II-X and Class III-X
          Certificates.

         

        Closing
          Date: April 30, 2007.

         

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

         

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

         

        Collection
          Period: With respect to the HELOCs and any Payment Date, the calendar month
          immediately preceding the calendar month in which such Payment Date
          occurs.

         

        Commission:
          The Securities and Exchange Commission.

         

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

         

        Company
          Default: As defined in Section 7.05 of the Sale and Servicing
          Agreement.

         

        Compensating
          Interest: With respect to any Payment Date, (i) in the case of the Company
          or a Servicer, an amount, not to exceed the Servicing Fee, to be deposited
          in
          the Payment Account by the Company or a Servicer with respect to the payment
          of
          a Prepayment Interest Shortfall (in the case of the Company, related to
          a
          voluntary prepayment as described in Section 3.17 of the Sale and Servicing
          Agreement and in the case of each Servicer, related to a prepayment as
          described
          in the applicable Servicing Agreement) on a Group II Mortgage Loan or Group
          III
          Mortgage Loan subject to this Agreement and (ii) in the case of the Master
          Servicer, if the Company or a Servicer fails to make such payment, an amount
          not
          to exceed that portion of the Master Servicing Fee payable to the Master
          Servicer to the extent provided in Section 3.17 of the Sale and Servicing
          Agreement.

         

        Constant
          Draw Rate:  A constant rate of additional balances drawn on the
          HELOCs.

         

        Corporate
          Trust Office: With respect to the Indenture Trustee, the principal corporate
          trust office of the Indenture Trustee at which at any particular time its
          corporate trust business shall be administered, which office at the date
          of the
          execution of this instrument is located at 388 Greenwich Street, 14th Floor,
          New York,
          NY  10013, Attention:  Agency and Trust – Bear Stearns
          Second Lien Trust 2007-1. With respect to the Owner Trustee, the principal
          corporate trust office of the Owner Trustee at which at any particular
          time its
          corporate trust business shall be administered, which office at the date
          of the
          execution of this Trust Agreement is located at 1100 North Market Street,
          Wilmington, Delaware 19890, Attention:  Corporate Trust
          Administration.  With respect to the Securities Administrator,
          Certificate Registrar, Note Registrar and Paying Agent, the Corporate Trust
          Office of the Note Registrar and the Certificate Registrar for purposes
          of
          presentment and surrender of the Notes and the Certificates for the final
          payment thereon and for transfer is located at 135 South LaSalle Street,
          Suite
          1511, Chicago, Illinois 60603, Attention: Global Securities and Trust Services
          Group – Bear Stearns Second Lien Trust 2007-1, or any other address that the
          Securities Administrator may designate from time to time by notice to the
          Noteholders and the Certificateholders.

         

        Corresponding
          Note:  With respect to each REMIC I Regular Interest (other than
          REMIC I Regular Interests AA and ZZ) and each REMIC IV Regular Interest
          (other
          than REMIC IV Regular Interests II-AA, II-ZZ, II-IO, III-AA, III-ZZ and
          III-IO),
          the Note with the corresponding designation.

         

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

         

        Credit
          Line Agreement: With respect to any HELOC, the credit line account agreement
          executed by the related Mortgagor and any amendment or modification
          thereof.

         

        Current
          Interest: With respect to each Class of Notes and each Payment Date, the
          interest accrued at the applicable Note Interest Rate for the applicable
          accrual
          period on the Note Principal Balance of such Class plus any amount previously
          paid with respect to interest for such Class that is recovered as a voidable
          preference by a trustee in bankruptcy, reduced by any Prepayment Interest
          Shortfall to the extent not covered by Compensating Interest and any Relief
          Act
          Shortfalls, in each case to the extent allocated to such Class of
          Notes.  With respect to the Class I-E Certificates and each Payment
          Date is the interest accrued at the Class I-E Interest Rate for the applicable
          Accrual Period on the Class I-E Notional Amount of such Class.  With
          respect to the Class II-C Certificates and each Payment Date is the interest
          accrued at the Class II-C Interest Rate for the applicable Accrual Period
          on the
          Class II-C Certificate Notional Amount of such Class.  With respect to
          the Class III-C Certificates and each Payment Date is the interest accrued
          at
          the Class III-C Interest Rate for the applicable Accrual Period on the
          Class
          III-C Certificate Notional Amount of such Class.

         

        Current
          Specified Enhancement Percentage: Any of the Group I, Group II and Group III
          Current Specified Enhancement Percentage. .

         

        Custodial
          Agreement: Either of the LaSalle Custodial Agreement or Wells Fargo
          Custodial Agreement.

         

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

         

        Cut-off
          Date: April 1, 2007.

         

        Cut-off
          Date Principal Balance: Any of the Group I Cut-off Date Principal Balance,
          Group II Cut-off Date Principal Balance or Group III Cut-off Date Principal
          Balance.

         

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

         

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

         

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

         

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

         

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

         

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

         

        Delinquent:
          The delinquency method used for calculations with respect to the Mortgage
          Loans
          will be in accordance with the methodology used by lenders regulated by
          the
          Office of Thrift Supervision. 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 close of business on 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
          not be
          described as 30 days delinquent as of the cut-off date. Such mortgage loan
          with
          a payment due on June 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 mortgage loan’s second succeeding due date  (or, in the
          preceding example, if the mortgage loan with a payment due on May 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. 

         

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

         

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

         

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

         

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

         

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

         

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

         

        Due
          Period: With respect to any Payment Date and the Group II Mortgage Loans
          and
          Group III Mortgage Loans, the period from and including the second day
          of the
          calendar month preceding the calendar month in which such Payment Date
          occurs
          through close of business on the first day of the calendar month in which
          such
          Payment Date occurs.

         

        Eligible
          Account: An account that is any of the following: (i) maintained with a
          depository institution the short-term debt obligations of which have been
          rated
          by each Rating Agency in its highest rating category available, or (ii)
          an
          account or accounts in a depository institution in which such accounts
          are fully
          insured to the limits established by the FDIC, provided that any deposits
          not so
          insured shall, to the extent acceptable to each Rating Agency, as evidenced
          in
          writing, be maintained such that (as evidenced by an Opinion of Counsel
          delivered to the Indenture Trustee, each Rating Agency and the Note Insurer)
          the
          Indenture Trustee have a claim with respect to the funds in such account
          or a
          perfected first priority security interest against any collateral (which
          shall
          be limited to Permitted Investments) securing such funds that is superior
          to
          claims of any other depositors or creditors of the depository institution
          with
          which such account is maintained, or (iii) in the case of the Master Servicer
          Collection Account and the Payment Account, a trust account or accounts
          maintained in the corporate trust division of the Master Servicer or Securities
          Administrator, or (iv) an account or accounts of a depository institution
          acceptable to each Rating Agency and the Note Insurer in writing (in the
          case of
          the Rating Agencies, as evidenced in writing by each Rating Agency that
          use of
          any such account as the Master Servicer Collection Account or the Payment
          Account will not reduce the rating assigned to any of the Notes by such
          Rating
          Agency as of the Closing Date by such Rating Agency without regard to the
          Policy).

         

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

         

        EMC
          Charged-Off Mortgage Loan: Any EMC Mortgage Loan that has been charged
          off.

         

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

         

        EMC
          Mortgage Loan:  Any Mortgage Loan serviced by EMC.

         

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

         

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

         

        (i)           a
          failure by the Issuer to pay Current Interest on the related Class A, Class
          M or
          Class B Notes on any Payment Date and such default shall continue for a
          period
          of one Business Day; or

         

        (ii)           the
          failure by the Issuer on the related Final Scheduled Payment Date to pay
          all
          Current Interest of any Class of related Notes, all remaining related Net
          WAC
          Cap Rate Carryover Amounts or related Basis Risk Shortfall Carry Forward
          Amounts, as applicable, to any of the Class of related Notes and to reduce
          the
          Note Principal Balances of any Class of related Notes  to zero;
          or

         

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

         

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

         

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

         

        Event
          of Servicer Termination: The occurrence of an event permitting termination
          or removal of the related Servicer under the related Servicing Agreement
          or the
          Sale and Servicing Agreement, as applicable, as servicer of the related
          Mortgage
          Loans.

         

        Excess
          Liquidation Proceeds: Any of the Group I Excess Liquidation
          Proceeds,  the Group II Excess Liquidation Proceeds or the Group III
          Excess Liquidation Proceeds.

         

        Excess
          Cashflow: Any of the Group II Excess Cashflow or Group III Excess
          Cashflow.

         

        Excess
          Spread:  Any of the Group II Excess Spread or Group III Excess
          Spread.

         

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

         

        Expense
          Adjusted Mortgage Rate: Any of the Group I Expense Adjusted Mortgage Rate,
          the Group II Expense Adjusted Mortgage Rate or the Group III Expense Adjusted
          Mortgage Rate.

         

        Expense
          Fee Rate:  Any of the Group I Expense Fee Rate, Group II Expense
          Fee Rate or Group III Expense Fee Rate.

         

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

         

        Extra
          Principal Payment Amount:  With respect to any Payment Date and
          Loan Group II and Loan Group III is the lesser of (a) the excess, if any,
          of the
          related Overcollateralization Target Amount for such Payment Date, over
          the
          related Overcollateralization Amount for such Payment Date and (b) the
          related
          Excess Spread for such Payment Date.  With respect to any Payment Date
          and Loan Group I is the excess, if any, of the Group I Overcollateralization
          Target Amount for such Payment Date, over the Group I Overcollateralization
          Amount for such Payment Date

         

        Extraordinary
          Trust Fund Expenses:  Any of the Group I Extraordinary Trust Fund
          Expenses, the Group II Extraordinary Trust Fund Expenses or the Group III
          Extraordinary Trust Fund Expenses.

         

        Extraordinary
          Trust Fund Expenses Cap:  Any of the Group I Extraordinary Trust
          Fund Expenses Cap, the Group II Extraordinary Trust Fund Expenses Cap or
          the
          Group III Extraordinary Trust Fund Expenses Cap.

         

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

         

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

         

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

         

        Final
          Scheduled Payment Date: With respect to the Group I Notes, the Payment Date
          in January 2037. With respect to the Group II Notes and Group III Notes,
          the
          Payment Date in August 2037.

         

        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.

         

        Floating
          Allocation Percentage: With respect to any Payment Date, the percentage
          equivalent of a fraction, the numerator of which is equal to the Invested
          Amount
          at the end of the previous related Collection Period (in the case of the
          first
          Payment Date, the Invested Amount as of the Closing Date) and, the denominator
          equal to the aggregate Stated Principal Balance of the Group I HELOCs at
          the end
          of the previous related Collection Period (in the case of the first Payment
          Date, the Closing Date), provided such percentage shall not be greater
          than
          100%.

         

        Formula
          Rate:  With respect to any Class of Notes and, for purposes of the
          definition of “Note Interest Rate”, each of the REMIC I Regular Interests for
          which such Class of Notes is the Corresponding Note, and, for purposes
          of the
          definitions of “Group II Marker Rate”, “Group III Marker Rate”, “Group II
          Maximum Uncertificated Accrued Interest Deferral Amount” and “Group III Maximum
          Uncertificated Accrued Interest Deferral Amount”, each of the REMIC IV Regular
          Interests for which such Class of Notes is the Corresponding Note, a per
          annum
          rate equal to One-Month LIBOR plus the applicable Margin.

         

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

         

        GMACM:  GMAC
          Mortgage, LLC.

         

        GMACM
          Assignment Agreement: The Assignment, Assumption and Recognition Agreement,
          dated as of April 30, 2007, among EMC, GMACM and the Indenture Trustee,
          whereby
          the GMAC Servicing Agreement was assigned to the Indenture Trustee for
          the
          benefit of the Noteholders and the Note Insurer.

         

        GMACM
          HELOC Assignment Agreement: The Assignment, Assumption and Recognition
          Agreement, dated as of April 30, 2007, among EMC, GMACM and the Indenture
          Trustee, whereby the GMACM HELOC Servicing Agreement was assigned to the
          Indenture Trustee for the benefit of the Noteholders and the Note
          Insurer.

         

        GMACM
          HELOC Servicing Agreement: The Servicing Agreement, dated as of August 1,
          2005 and the Amended and Restated Amendment Number One, dated as of February
          1,
          2006, between GMACM and EMC.

         

        GMACM
          Servicing Agreement: The Servicing Agreement, dated as of May 1, 2001,
          between GMAC Mortgage, LLC and the sponsor, as amended.

         

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

         

        GreenPoint:
          GreenPoint Mortgage Funding, Inc., and its successors and assigns.

         

        GreenPoint
          Assignment Agreement: The Assignment, Assumption and Recognition Agreement,
          dated as of April 30, 2007, among EMC, GreenPoint and the Indenture Trustee,
          whereby the GreenPoint Servicing Agreement was assigned to the Indenture
          Trustee
          for the benefit of the Noteholders and the Note Insurer.

         

        GreenPoint
          Servicing Agreement: The Seller’s Purchase, Warranties and Servicing
          Agreement, dated as of October 18, 2004, as amended by Amendment Number
          One
          dated as of September 20, 2006, between GreenPoint and EMC.

         

        Group
          I Available Principal Payment Amount: With respect
          to the Group I Notes and any Payment Date:

         

        (i)           the
          greater of (A) zero and (B)

         

        (1)           with
          respect to any Payment Date during the Group I Managed Amortization Period
          and
          if the Group I Sponsor's Certificate Pro Rata Test is not met, the Group
          I
          Principal Collection Amount less (a) the aggregate Draws for such Payment
          Date
          and (b) the aggregate Certificate Principal Balance of the Class I-S
          Certificates immediately prior to that Payment Date;

         

        (2)           with
          respect to any Payment Date during the Group I Managed Amortization Period
          and
          if the Group I Sponsor's Certificate Pro Rata Test is met, the Floating
          Allocation Percentage of the Group I Principal Collection Amount less the
          aggregate Draws for the related Payment Date; and

         

        (3)           with
          respect to any Payment Date during the Group I Rapid Amortization Period,
          the
          Group I Principal Collection Amount; plus

         

        (ii)           the
          Group I Overcollateralization Increase Amount for that Payment
          Date;

         

        minus

         

        (iii)           the
          Group I Overcollateralization Reduction Amount for that Payment Date;
          minus

         

        (iv)           the
          sum of Servicing Fees, the Master Servicing Fees and Group I Extraordinary
          Trust
          Fund Expenses (subject to the Group I Extraordinary Trust Fund Expense
          Cap), to
          the extent not already covered by a reduction to the Group I Interest Collection
          Amount.

         

        Group
          I Certificate: Any of the Class I-S, Class I-E, Class I-R and Class I-X
          Certificates.

         

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

         

        Group
          I Charge-Off Amount: With respect to any Group I Charged-Off HELOC, the
          amount of the Stated Principal Balance of such HELOC that has been written
          down.
          To the extent that the related Servicer or the Master Servicer receives
          Subsequent Recoveries with respect to any HELOC, the amount of Group I
          Charge-Off Amount with respect to that HELOC will be reduced to the extent
          that
          such recoveries are applied to reduce the Note Principal Balance of any
          Class of
          Group I Notes on any Payment Date.

         

        Group
          I Charged-Off HELOC: Any Group I HELOC that has been
          charged-off.

         

        Group
          I Cumulative Charge-Off Percentage: With respect to the Group I Notes
          and any Payment Date is equal to the percentage obtained by dividing (x)
          the
          aggregate Group I Charge-Off Amounts on the Group I HELOCs incurred since
          the
          Group I Cut-off Date through the end of the related Collection Period,
          minus the
          principal portion of any amounts received in respect of the Group I HELOCs
          following the charge-off, by (y) the aggregate Stated Principal Balance
          of the
          Group I HELOCs as of the Group I Cut-off Date.

         

        Group
          I Current Specified Enhancement Percentage: With respect to any Payment
          Date, the percentage obtained by dividing (x) the sum of (i) the aggregate
          Note
          Principal Balance of the Class I-M Notes and Class I-B notes and (ii) the
          Group
          I Overcollateralization Amount, in each case prior to the payment of the
          Group I
          Available Principal Payment Amount on such Payment Date, by (y) the Invested
          Amount as of the end of the related Collection Period.

         

        Group
          I Cut-off Date Balance: $351,881,947.61.

         

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

         

        Group
          I Draw:  With respect to any Group I HELOC, an additional
          borrowing by the related mortgagor subsequent to the Group I Cut-off Date
          in
          accordance with the related mortgage note.

         

        Group
          I Draw Period:  With respect to any Group I HELOC, the period
          during which the related mortgagor is permitted to make Group I
          Draws.

         

        Group
          I 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 Group I Liquidation Proceeds with respect to a Group I Charged-Off
          HELOC
          exceed the sum of (i) the Outstanding Principal Balance of such HELOC and
          accrued but unpaid interest at the related Mortgage Interest Rate through
          the
          last day of the month in which the Group I Liquidation Date occurs, (ii)
          related
          Group I Liquidation Expenses (including Group I Liquidation Expenses which
          are
          payable therefrom to the Servicers or the Master Servicer in accordance
          with the
          related Servicing Agreement or Sale and Servicing Agreement) and (iii)
          unreimbursed advances by the related Servicers or the Master
          Servicer.

         

        Group
          I Excess Overcollateralization Amount: With respect to Group I HELOCs and
          any Payment Date, the excess, if any, of the Group I Overcollateralization
          Amount on that Payment Date over the Group I Overcollateralization Target
          Amount.

         

        Group
          I Expense Adjusted Mortgage Rate:  With respect to any Group I
          HELOC or Group I REO Property is the applicable interest rate thereon less
          the
          Group I Expense Fee Rate.

         

        Group
          I Expense Fee Rate: With respect to any Group I HELOC or Group I REO
          Property is the sum of (i) the related Servicing Fee Rate and (ii) the
          related
          Master Servicing Fee Rate.

         

        Group
          I Extraordinary Trust Fund Expenses: Any amounts reimbursable to the
          Securities Administrator or the Indenture Trustee, or any director, officer,
          employee or agent of the Securities Administrator or the Indenture Trustee,
          from
          the Trust Estate, any amounts reimbursable to the Depositor, the Master
          Servicer, the Securities Administrator, any Custodian, or any director,
          officer,
          employee or agent thereof, and any other amounts with respect to Loan Group
          I
          payable or reimbursable from the Trust Estate as Group I Extraordinary
          Trust
          Fund Expenses pursuant to the terms of the Sale and Servicing Agreement,
          the
          Indenture, the Trust Agreement, the Administration Agreement, the related
          Custodial Agreement, the Policy or the Insurance Agreement, including Group
          I
          Extraordinary Trust Fund Expenses that are not reimbursed in any calendar
          year
          as a result of the Group I Extraordinary Trust Fund Expenses Cap. Group
          I
          Extraordinary Trust Fund Expenses for any calendar year, to the extent
          they may
          exceed the Group I Extraordinary Trust Fund Expenses Cap, shall be paid
          pro rata
          among the parties entitled thereto from the amounts available
          therefor.

         

        Group
          I Extraordinary Trust Fund Expenses Cap: With respect to Loan Group I,
          $250,000 for each calendar year; provided, however, that such cap will
          not apply
          to any costs and expenses (i) of the Indenture Trustee incurred in connection
          with the termination of the Securities Administrator or the Master Servicer,
          the
          transfer of master servicing to a successor master servicer, any costs
          incurred
          with the replacement of any Custodian and costs and expenses incurred following
          an Event of Default (so long as such Event of Default is continuing), or
          (ii) of
          the Master Servicer incurred in connection with the termination of the
          related
          Servicer and the transfer of servicing to a successor servicer.

         

        Group
          I HELOC: A home equity line of credit in Loan Group I transferred and
          assigned to the Trust pursuant to Section 2.01 or Section 2.04 of the Sale
          and
          Servicing Agreement, as identified in the Mortgage Loan Schedule, including
          a
          HELOC in Loan Group I the property securing which has become an REO
          Property.

         

        Group
          I Insurance Proceeds: Amounts paid by any insurer under any Insurance
          Policy covering any Group I HELOC or related 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 related Mortgaged Property or to reimburse insured
          expenses.

         

        Group
          I Interest Collection Amount: With respect to each Payment Date, an amount
          equal to the amount received by the related Servicer and consisting of
          interest
          collected during the related Collection Period on the Group I HELOCs and
          allocated to interest in accordance with the terms of the related Servicing
          Agreement or the Sale and Servicing Agreement, as applicable, together
          with the
          interest portion of any Repurchase Price relating to any repurchased Group
          I
          HELOCs and the interest portion of any substitution adjustment amount paid
          during the related Collection Period and any Group I Subsequent Recoveries
          on
          Group I HELOCs that were previously Group I Charged-Off HELOCs, to the
          extent
          such Group I Subsequent Recoveries relate to interest, reduced, without
          duplication, by any Group I Extraordinary Trust Fund Expenses (subject
          to the
          Group I Extraordinary Trust Fund Expense Cap).

         

        Group
          I Liquidation Date: With respect to any Group I Charged-Off HELOC, the date
          on which the Master Servicer or the related Servicer has certified that
          such
          Group I HELOC has become a Group I Charged-Off HELOC.

         

        Group
          I Liquidation Expenses: With respect to a Group I HELOC 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
          Group I HELOC and the related Mortgaged 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.

         

        Group
          I Liquidation Proceeds: Cash received in connection with the liquidation of
          a defaulted Group I HELOC, whether through trustee’s sale, foreclosure sale,
          Insurance Proceeds, condemnation proceeds or otherwise.

         

        Group
          I Managed Amortization Period:  With respect to the Group I Notes
          is the period beginning on the Cut-off Date and ending on the occurrence
          of a
          Group I Rapid Amortization Event.

         

        Group
          I Marker Rate:  With respect to the Class I-E Certificates and any
          Payment Date, a per annum rate equal to two (2) times the weighted average
          of
          the Uncertificated REMIC I Pass-Through Rates for the REMIC I Regular Interests
          (other than REMIC I Regular Interest AA), with the rate on each such REMIC
          I
          Regular Interest (other than REMIC I Regular Interest I-A and ZZ) subject
          to a
          cap equal to the Note Interest Rate for the Corresponding Note for such
          Payment
          Date for the purpose of this calculation, with the rate on REMIC I Regular
          Interest I-A subject to a cap equal to the Note Interest Rate for the
          Corresponding Note for such Payment Date, plus the Premium Percentage,
          for the
          purpose of this calculation, and with the rate on REMIC I Regular Interest
          ZZ
          subject to a cap of zero for the purpose of this calculation; provided,
          however,
          that solely for this purpose, the related cap with respect to each REMIC
          I
          Regular Interest (other than REMIC I Regular Interests AA and ZZ) shall
          be
          multiplied by a fraction, the numerator of which is 30 and the denominator
          of
          which is the actual number of days in the related Accrual Period.

         

        Group
          I Maximum Uncertificated Accrued Interest Deferral Amount:  With
          respect to the any Payment Date, the excess, if any, of (i) accrued interest
          at
          the Uncertificated REMIC I Pass-Through Rate applicable to REMIC I Regular
          Interest ZZ for such Payment Date on a balance equal to the Uncertificated
          Principal Balance of REMIC I Regular Interest ZZ minus the REMIC I
          Overcollateralization Amount, in each case for such Payment Date, over
          (ii) the
          aggregate amount of Uncertificated Accrued Interest for such Payment Date
          on the
          REMIC I Regular Interests (other than REMIC I Regular Interests AA and
          ZZ), with
          the rate on each such REMIC I Regular Interest (other than REMIC I Regular
          Interest I-A) subject to a cap equal to the Note Interest Rate for the
          Corresponding Note for such Payment Date for the purpose of this calculation,
          and with the rate on REMIC I Regular Interest I-A subject to a cap equal
          to the
          Note Interest Rate for the Corresponding Note for such Payment Date, plus
          the
          Premium Percentage, for the purpose of this calculation; provided, however,
          that
          solely for this purpose, the related cap with respect to each REMIC I Regular
          Interest (other than REMIC I Regular Interests AA and ZZ) shall be multiplied
          by
          a fraction, the numerator of which is 30 and the denominator of which is
          the
          actual number of days in the related Accrual Period.

         

        Group
          I Net WAC Cap Rate: With respect to any Payment Date and the Class I-A
          Notes, a per annum rate equal to the excess, if any, of (x) the weighted
          average
          of the Expense Adjusted Mortgage Rates of the Group I HELOCs as of the
          first day
          of the related Collection Period preceding such Payment Date, over (y)
          the
          Premium Percentage.  With respect to any Payment Date and the Class
          I-M Notes and Class I-B Notes, a per annum rate equal to the weighted average
          of
          the Expense Adjusted Mortgage Rates of the Group I HELOCs as of the first
          day of
          the related Collection Period preceding such Payment Date. The Net WAC
          Cap Rate
          for each Class of Group I Notes will be calculated based on a 360-day year
          and
          the actual number of days elapsed in the related Accrual Period. For federal
          income tax purposes, the Group I Net WAC Cap Rate for any Payment Date
          and for
          each Class of Group I Notes shall be the equivalent of the foregoing, expressed
          as the weighted average (adjusted for the actual number of days elapsed
          in the
          related Accrual Period) of the Uncertificated REMIC I Pass-Through Rates
          on the
          REMIC I Regular Interests, weighted on the basis of the Uncertificated
          Principal
          Balances of such REMIC I Regular Interests immediately prior to such Payment
          Date, minus, in the case of the Class I-A Notes, the Premium
          Percentage.

         

        Group
          I Net WAC Cap Rate Carryover Amount: With respect to any Class of Group I
          Notes and any Payment Date, the sum of (A) if such Notes are subject to
          the Net
          WAC Cap Rate on such Payment Date, the excess, if any, of (x) the amount
          of
          interest that would have been payable to such Class of Group I Notes on
          such
          Payment Date if the Note Interest Rate for such Class for such Payment
          Date were
          calculated at the related Formula Rate over (y) the amount of interest
          payable
          on such Class of Group I Notes at the Group I Net WAC Cap Rate for such
          Payment
          Date, and (B) the Group I Net WAC Cap Rate Carryover Amount for the previous
          Payment Date not previously paid, together with interest thereon at a rate
          equal
          to the related Formula Rate for such Class of Group I Notes for the current
          Payment Date.

         

        Group
          I Net WAC Cap Rate Carryover Reserve Account:  The Account
          created pursuant to Section 5.09 of the Sale and Servicing
          Agreement.

         

        Group
          I Net WAC Cap Rate Carryover Reserve Account Deposit: With respect to
          the Group I Net WAC Cap Rate Carryover Reserve Account, an amount equal
          to
          $5,000, which the Depositor shall deposit into the Group I Net WAC Cap
          Rate
          Carryover Reserve Account pursuant to Section 5.09 of the Sale and Servicing
          Agreement.

         

        Group
          I Notes: Any of the Class I-A, Class I-M-1, Class I-M-2, Class I-M-3, Class
          I-M-4, Class I-B-1, Class I-B-2, Class I-B-3 and Class
          I-B-4  Notes.

         

        Group
          I Noteholder: The Person in whose name a Group I Note is registered in the
          Note Register, except that, any Group I Note registered in the name of
          the
          Depositor, the Issuer, the Indenture Trustee, the Sponsor, the Securities
          Administrator or the Master Servicer or any Affiliate of any of them shall
          be
          deemed not to be a Group I Holder or Group I Holders, nor shall any so
          owned be
          considered outstanding, for purposes of giving any request, demand,
          authorization, direction, notice, consent or waiver under the Indenture
          or the
          Trust Agreement; provided that, in determining whether the Indenture Trustee
          or
          Securities Administrator shall be protected in relying upon any such request,
          demand, authorization, direction, notice, consent or waiver, only Group
          I Notes
          that a Responsible Officer of the Indenture Trustee or Securities Administrator
          has actual knowledge to be so owned shall be so disregarded. Owners of
          Group I
          Notes that have been pledged in good faith may be regarded as Group I Holders
          if
          the pledgee establishes to the satisfaction of the Securities Administrator
          or
          the Indenture Trustee the pledgee’s right so to act with respect to such Notes
          and that the pledgee is not the Issuer, any other obligor upon the Group
          I Notes
          or any Affiliate of any of the foregoing Persons.

         

        Group
          I Optional Termination Date:  The first date on which the majority
          holder of the Class I-E Certificates may terminate the Group I
          Sub-Trust.

         

        Group
          I Overcollateralization Amount:  With respect to any Payment Date
          is the amount, if any, by which the Invested Amount exceeds the aggregate
          Note
          Principal Balance of the Group I Notes as of such Payment Date after giving
          effect to payments to be made on such Payment Date.

         

        Group
          I Overcollateralization Deficit: With respect to any Payment Date, the
          amount, if any, by which the aggregate Note Principal Balance of the Group
          I
          Notes as of such Payment Date, after giving effect to payments to be made
          on
          such Payment Date, exceeds the Invested Amount.

         

        Group
          I Overcollateralization Floor:  With respect to the Group I Notes,
          0.50% of the Invested Amount as of the Group I Cut-off Date.

         

        Group
          I Overcollateralization Increase Amount:  With respect to any
          Payment Date, the amount payable to the Group I Notes pursuant to Section
          3.02(a)(v) of the Indenture.

         

        Group
          I Overcollateralization Reduction Amount:  With respect to the
          Group I Notes and any Payment Date for which the Group I Excess
          Overcollateralization Amount is, or would be, after taking into account
          all
          other payments to be made on that Payment Date, greater than zero, an amount
          equal to the lesser of (i) the Group I Excess Overcollateralization Amount
          for
          that Payment Date and (ii) the Group I Available Principal Payment Amount
          for
          that Payment Date (without giving effect to the Group I Overcollateralization
          Reduction Amount).

         

        Group
          I Overcollateralization Target Amount:  With respect to any
          Payment Date (a) prior to the Group I Stepdown Date, an amount equal to
          5.50% of
          the Invested Amount as of the Cut-off Date, (b) on or after the Group I
          Stepdown
          Date and if a Group I Trigger Event is not in effect, the greater of (A)
          the
          lesser of (i) an amount equal to 5.50% of the Invested Amount as of the
          Cut-off
          Date and (ii) 11.00% of the then current Invested Amount as of the last
          day of
          the Group I Collection Period and (B) the Group I Overcollateralization
          Floor or
          (c) on or after the Group I Stepdown Date and if a Group I Trigger Event
          is in
          effect, the Group I Overcollateralization Target Amount for the immediately
          preceding Payment Date.

         

      

      Group
        I Principal Collection Amount:
        With
        respect to each Payment Date, an amount equal to the amount received by the
        related Servicer and consisting of amounts collected during the related
        Collection Period on the Group I HELOCs and allocated to principal in accordance
        with the terms of the Sale and Servicing Agreement, together with the principal
        portion of any repurchase price relating to any repurchased Group I HELOCs
        and
        substitution adjustment amount paid during the related Collection Period
        and
        Group I Subsequent Recoveries, to the extent such Group I Subsequent Recoveries
        relate to principal.

       

      Group
        I Rapid Amortization Event:
        With
        respect to the Group I HELOCs, any one of the following events: 

       

      (a)  the
        failure of the Sponsor to make any payments or deposits as required by the
        Sale
        and Servicing Agreement, or to observe or perform in any material respect
        any
        covenant of the Sponsor in the Mortgage Loan Purchase Agreement or the Sale
        and
        Servicing Agreement that materially and adversely affects the interests of
        the
        Noteholders or the Note Insurer and that continues unremedied and continues
        to
        affect materially and adversely the interests of the Noteholders for sixty
        (60)
        days (five days in the case of any failure to repurchase an affected Group
        I
        HELOC when required or to substitute a related Substitute HELOC for an affected
        related HELOC) after the date on which written notice of the failure, requiring
        it to be remedied, shall have been given to the Sponsor by the Indenture
        Trustee
        or the Securities Administrator, or to the Sponsor, the Indenture Trustee
        and
        the Securities Administrator by the Holders of greater than 50% of the aggregate
        Note Principal Balance of the Group I Notes;

       

      (b)  any
        representation or warranty made by the Sponsor in the Mortgage Loan Purchase
        Agreement or the Sale and Servicing Agreement proves to have been incorrect
        in
        any material respect when made, as a result of which the interests of the
        Noteholders are materially and adversely affected and that continues to be
        incorrect in any material respect and continues to affect materially and
        adversely the interests of the Noteholders for thirty (30) days after the
        date
        on which notice of the failure, requiring it to be remedied, shall have been
        given to the Sponsor by the Indenture Trustee or the Securities Administrator,
        or to the Sponsor, the Indenture Trustee and the Securities Administrator
        by the
        Holders of greater than 50% of the aggregate Note Principal Balance of the
        Group
        I Notes (a Group I Rapid Amortization Event pursuant to this subparagraph
        (b)
        shall not occur if the Sponsor has repurchased the related Group I HELOCs
        or
        substituted for them during the 60-day period (or such longer period (not
        to
        exceed an additional 60 days) as the Indenture Trustee or the Securities
        Administrator may specify) in accordance with the Sale and Servicing
        Agreement);

       

      (c)  a
        declaration of bankruptcy or insolvency by any of the Trust, the Depositor,
        the
        Master Servicer or the Servicers;

       

      (d)  the
        Trust
        becomes subject to the Investment Company Act of 1940; 

       

      (e)  the
        occurrence of a Group I Rapid Amortization Trigger Event; or

       

      (f)  a
        draw is
        made on the Policy which remains unreimbursed for three months.

       

      If
        any
        event described in clause (a), (b), (e) or (f) occurs, a Group I Rapid
        Amortization Event will occur only if, after the applicable grace period,
        either
        the Indenture Trustee, the Note Insurer or the Securities Administrator acting
        at the direction of the Group I Noteholders evidencing more than 51% in Note
        Principal Balance of the Group I Notes then outstanding by written notice
        to the
        holder of the Class I-E Certificates, the Depositor, the Sponsor and the
        related
        Servicers (and to the Securities Administrator, if given by the Group I
        Noteholders) declare that a Group I Rapid Amortization Event has occurred.
        If
        any event described in clauses (c) or (d) occurs, a Group I Rapid Amortization
        Event will occur without any notice or other action on the part of the
        Securities Administrator or the Noteholders immediately on the occurrence
        of
        such event.

       

      Group
        I Rapid Amortization Period:
        The
        period beginning upon the occurrence of the Group I Rapid Amortization
        Event.

       

      Group
        I Rapid Amortization Trigger Event:
        Is in
        effect with respect to the Group I Notes and any Payment Date if the cumulative
        amount of Group I Charge-Off Amounts (net of Group I Subsequent Recoveries)
        incurred on the Group I HELOCs from the Group I Cut-off Date through the
        end of
        the related Collection Period immediately preceding such Payment Date exceeds
        the applicable percentage set forth below of the aggregate Stated Principal
        Balance of the Group I HELOCs as of the Group I Cut-off Date:


      

        
          	
                  Prior
                    to November 2009

                	
                  4.50%
                    

                
	
                  November
                    2009 to October 2010

                	
                  4.50%,
                    plus an additional 1/12th of 2.00% for each Payment Date after
                    November
                    2009 up to and including the Payment Date in October
                    2010

                
	
                  November
                    2010 to October 2011

                	
                  6.50%,
                    plus an additional 1/12th of 1.00% for each Payment Date after
                    November
                    2010 up to and including the Payment Date in October
                    2011

                
	
                  November
                    2011 to October 2012

                	
                  7.50%,
                    plus an additional 1/12th of 1.00% for each Payment Date after
                    November
                    2011 up to and including the Payment Date in October
                    2012

                
	
                  November
                    2012 to October 2013

                	
                  8.50%,
                    plus an additional 1/12th of 1.00% for each Payment Date after
                    November
                    2012 up to and including the Payment Date in October
                    2013

                
	
                  November
                    2013 to October 2014

                	
                  9.50%,
                    plus an additional 1/12th of 0.50% for each Payment Date after
                    November
                    2013 up to and including the Payment Date in October
                    2014

                
	
                  November
                    2014 and thereafter

                	
                  10.00%

                


        

      

       

      Group
        I Residual Certificates:
        Any of
        the Class I-S and Class I-R Certificates, each evidencing the sole class
        of
        Residual Interests in the related REMIC.

       

      Group
        I Residual Certificateholders:
        Any of
        the Holders of the Class I-S Certificates or Class I-R Certificates.


       

      Group
        I REO Property:
        A
        Mortgaged Property acquired in the name of the Indenture Trustee, for the
        benefit of the Noteholders, by foreclosure or deed-in-lieu of foreclosure
        in
        connection with a defaulted Group I HELOC.

       

      Group
        I 60 Day Plus Delinquency Percentage:
        With
        respect to any Payment Date is the arithmetic average for each of the three
        successive Payment Dates ending with the applicable Payment Date of the
        percentage equivalent of a fraction, (A) the numerator of which is the aggregate
        Stated Principal Balance of (i) the Group I HELOCs that are 60 or more days
        delinquent in the payment of principal or interest for the relevant Payment
        Date, (ii) Group I HELOCs in foreclosure, (iii) Group I REO Property and
        (iv)
        Group I HELOCs with a related mortgagor subject to bankruptcy procedures,
        and
        (B) the denominator of which is the aggregate Stated Principal Balance of
        all of
        the Group I HELOCs immediately preceding the relevant Payment Date.

       

      Group
        I Security:
        Any of
        the Group I Certificates or Group I Notes.

       

      Group
        I Sub-Trust:
        The
        portion of the Trust Estate allocated to the Group I HELOCs.

       

      Group
        I Sponsor Certificate Pro Rata Test:
        Is met
        with respect to any Payment Date during the Group I Managed Amortization
        Period
        if the Certificate Principal Balance of the Class I-S Certificates is greater
        than 3.00% of the aggregate Stated Principal Balance of the Group I
        HELOCs.

       

      Group
        I Stepdown Date:
        The
        earlier to occur of

       

      (A) the
        Payment Date following the Payment Date on which the Class I-A Note is retired;
        and 

       

      (B) the
        later
        to occur of 

       

      (x)      
           the
        Payment Date occurring in November 2009 and

       

      (y)        
         the
        first
        Payment Date for which the Group I Current Specified Enhancement Percentage
        is
        greater than or equal to 40.70%.

       

      Group
        I Subsequent Recoveries:
        Means
        any amount recovered by the related Servicer or the Master Servicer (net
        of
        reimbursable expenses) with respect to a Group I Charged-Off HELOC with respect
        to which a Group I Charge-Off Amount was incurred after the liquidation or
        disposition of such HELOC.

       

      Group
        I Trigger Event:
        With
        respect to any Payment Date is if any of the following tests is not satisfied:
        (A) the Group I 60 Day Plus Delinquency Percentage is less than 5.50% of
        the
        aggregate Stated Principal Balance of the Group I HELOCs, (B) for any Payment
        Date, the Group I Cumulative Charge-off Percentage for such Payment Date
        is less
        than the following:

      

        
          	
                  Prior
                    to November 2009

                	
                  3.50%
                    

                
	
                  November
                    2009 to October 2010

                	
                  3.50%,
                    plus an additional 1/12th of 1.25% for each Payment Date after
                    November
                    2009 up to and including the Payment Date in October
                    2010

                
	
                  November
                    2010 to October 2011

                	
                  4.75%,
                    plus an additional 1/12th of 1.00% for each Payment Date after
                    November
                    2010 up to and including the Payment Date in October
                    2011

                
	
                  November
                    2011 to October 2012

                	
                  5.75%,
                    plus an additional 1/12th of 0.25% for each Payment Date after
                    November
                    2011 up to and including the Payment Date in October
                    2012

                
	
                  November
                    2012 and thereafter

                	
                  6.00%

                


        

      

       

      
        Group
          II Basis Risk Shortfall Carry Forward Amount: As of any Payment Date for any
          Class of Group II Notes an amount equal to the sum of (A) if on such Payment
          Date the Note Interest Rate for such Class is based upon the Group II Net
          WAC
          Cap Rate, the excess, if any, of (a) the amount of Current Interest to
          which
          such Class would have been entitled on such Payment Date had the applicable
          Note
          Interest Rate been calculated at a per annum rate equal to the lesser of
          (i)
          One-Month LIBOR plus the applicable Margin and (ii) 11.00% per annum, over
          (b)
          the amount of Current Interest that such Class received on such Payment
          Date at
          the Group II Net WAC Cap Rate for such Payment Date; and (B) the Group
          II Basis
          Risk Shortfall Carry Forward Amount for the preceding Payment Date not
          previously paid, together with interest thereon at a rate equal to the
          applicable Note Interest Rate for the current Payment Date without regard
          to the
          Group II Net WAC Cap Rate.

         

        Group
          II Basis Risk Shortfall Carry Forward Reserve Account:  The
          Account created pursuant to Section 3.22 of the Indenture.

         

        Group
          II Basis Risk Shortfall Carry Forward Reserve Account Deposit: With respect
          to the Group II Basis Risk Shortfall Carry Forward Reserve Account, an
          amount
          equal to $5,000, which the Depositor shall deposit into the Group II Basis
          Risk
          Shortfall Carry Forward Reserve Account pursuant to Section 3.22 of the
          Indenture.

         

        Group
          II Certificates: Any of the Class II-C, Class II-R-1, Class II-R-2 and Class
          II-X Certificates.

         

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

         

        Group
          II Class IO Distribution Amount: As defined in Section 3.22(f) of the
          Indenture. For the avoidance of doubt, the Group II Class IO Distribution
          Amount
          for any Payment Date shall equal the amount payable to the Swap Administrator
          pursuant to the first and second sentences of Section 3.22(c) on such Payment
          Date in excess of the amount payable on the Class II-IO Interest on such
          Payment
          Date, all as further provided in Section 3.22 of the Indenture.

         

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

         

        Group
          II Cut-off Date Balance: $474,359,695.57.

         

        Group
          II Cut-off Date Principal Balance: With respect to any Group II Mortgage
          Loan, the unpaid principal balance thereof as of the close of business
          on the
          Cut-off Date after application of all Principal Prepayments received prior
          to
          the Cut-off Date and scheduled payments of principal due on or before the
          Cut-off Date, whether or not received, but without giving effect to any
          installments of principal received in respect of Due Dates after the Cut-off
          Date.

         

        Group
          II Estimated Swap Termination Payment: As defined in the Group II Swap
          Agreement.

         

        Group
          II Excess Cashflow: With respect to any Payment Date is the sum of (i) the
          Group II Remaining Excess Spread for such Payment Date and (ii) the Group
          II
          Overcollateralization Release Amount for such Payment Date.

         

        Group
          II Excess Overcollateralization Amount: With respect to Group II Mortgage
          Loans and any Payment Date, the excess, if any, of the Group II
          Overcollateralization Amount on that Payment Date over the Group II
          Overcollateralization Target Amount.

         

        Group
          II Excess Spread: With respect to any Payment Date is (x) the excess, if
          any, of related Interest Funds for such Payment Date, over (y) the sum
          of (i)
          the Premium due to the Note Insurer, (ii) the Current Interest on the Group
          II
          Notes and (iii) the Interest Carry Forward Amounts on the Class II-A
          Notes.

         

        Group
          II Extraordinary Trust Fund Expenses: Any amounts reimbursable to the
          Securities Administrator or the Indenture Trustee, or any director, officer,
          employee or agent of the Securities Administrator or the Indenture Trustee,
          from
          the Trust Estate, any amounts reimbursable to the Depositor, the Master
          Servicer, the Securities Administrator, any Custodian, or any director,
          officer,
          employee or agent thereof, and any other amounts with respect to Loan Group
          II
          payable or reimbursable from the Trust Estate as Group II Extraordinary
          Trust
          Fund Expenses pursuant to the terms of the Sale and Servicing Agreement,
          the
          Indenture, the Trust Agreement, the Administration Agreement, the related
          Custodial Agreement, the Policy or the Insurance Agreement, including Group
          II
          Extraordinary Trust Fund Expenses that are not reimbursed in any calendar
          year
          as a result of the Group II Extraordinary Trust Fund Expenses Cap. Group
          II
          Extraordinary Trust Fund Expenses for any calendar year, to the extent
          they may
          exceed the Group II Extraordinary Trust Fund Expenses Cap, shall be paid
          pro
          rata among the parties entitled thereto from the amounts available
          therefor.

         

        Group
          II Extraordinary Trust Fund Expenses Cap: With respect to Loan Group II,
          $250,000 for each calendar year; provided, however, that such cap will
          not apply
          to any costs and expenses (i) of the Indenture Trustee incurred in connection
          with the termination of the Securities Administrator or the Master Servicer,
          the
          transfer of master servicing to a successor Master Servicer, any costs
          incurred
          with the replacement of any Custodian and costs and expenses incurred following
          an Event of Default (so long as such Event of Default is continuing), or
          (ii) of
          the Master Servicer incurred in connection with the termination of the
          related
          Servicer and the transfer of servicing to a successor servicer.

         

        Group
          II Initial Interest Coverage Deposit: The amount to be paid by the Depositor
          to the Securities Administrator for deposit in the Group II Interest Coverage
          Account on the Closing Date, which amount is $185,000.

         

        Group
          II Insurance Proceeds: Amounts paid by any insurer under any Insurance
          Policy covering any Group II Mortgage Loan or related 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 related Mortgaged Property or to reimburse insured
          expenses.

         

        Group
          II Interest Coverage Account: The account or sub-account established and
          maintained pursuant to Section 8.10 of the Indenture and which shall be
          an
          Eligible Account or sub-account of an Eligible Account.

         

        Group
          II Interest Coverage Distribution Amount: With respect to each Payment Date,
          an amount equal to (x) the weighted average of the Net Mortgage Rates on
          the
          then outstanding Group II Mortgage Loans, weighted based on the Stated
          Principal
          Balances of such Group II Mortgage Loans as of the related Due Date prior
          to
          giving effect to any reduction in the Stated Principal Balances of such
          Mortgage
          Loans on such Due Date, multiplied by (y) the sum of (A) the remaining
          Group II
          Pre-Funded Amount outstanding at the end of the related Due Period and
          (B) the
          aggregate Stated Principal Balance of the Group II Subsequent Mortgage
          Loans
          that do not have a Subsequent Cut-off Date prior to the end of the related
          Due
          Period, transferred to the Trust during the related Due Period.

         

        Group
          II Liquidation Expenses: With respect to a Group II 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 Group II Mortgage Loan and the related Mortgaged 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.

         

        Group
          II Liquidation Proceeds: All proceeds, other than Insurance Proceeds and
          Subsequent Recoveries, received in connection with the partial or complete
          liquidation of Group II Mortgage Loans, whether through trustee’s sale,
          foreclosure sale or otherwise, or in connection with any condemnation or
          partial
          release of a mortgaged property, together with the net proceeds received
          with
          respect to any mortgaged properties and any other proceeds received with
          respect
          to an REO Property, less the sum of related unreimbursed Advances, Servicing
          Fees and servicing advances and all expenses of liquidation, including
          property
          protection expenses and foreclosure and sale costs, including court and
          reasonable attorneys fees.

         

        Group
          II Marker Rate: With respect to the Class II-C Certificates and any Payment
          Date, a per annum rate equal to two (2) times the weighted average of the
          Uncertificated REMIC IV Pass-Through Rates for the REMIC IV Group II Regular
          Interests (other than REMIC IV Regular Interests II-AA and II-IO), with
          the rate
          on each such REMIC IV Regular Interest (other than REMIC IV Regular Interest
          II-A) subject to a cap equal to the least of (i) the Formula Rate for the
          Corresponding Note, (ii) 11.00% per annum and (iii) the Group II Net WAC
          Cap
          Rate for the REMIC V Regular Interest the ownership of which is represented
          by
          the Corresponding Note for such Payment Date for the purpose of this
          calculation, with the rate on REMIC IV Regular Interest II-A subject to
          a cap
          equal to the least of (i) the Formula Rate for the Corresponding Note,
          (ii)
          11.00% per annum and (iii) the Group II Net WAC Cap Rate for the REMIC
          V Regular
          Interest the ownership of which is represented by the Corresponding Note
          for
          such Payment Date, in each case, plus the Premium Percentage, for the purpose
          of
          this calculation, and with the rate on REMIC IV Regular Interest II-ZZ
          subject
          to a cap of zero for the purpose of this calculation; provided, however,
          that
          solely for this purpose, the related cap with respect to each REMIC IV
          Group II
          Regular Interest (other than REMIC IV Regular Interests II-AA, II-ZZ and
          II-IO)
          shall be multiplied by a fraction, the numerator of which is 30 and the
          denominator of which is the actual number of days in the related Accrual
          Period.

         

        Group
          II Maximum Probable Exposure: With respect to each Payment Date and the
          Group II Swap Agreement, the amount calculated by the Depositor in accordance
          with the Seller’s internal risk management process in respect of similar
          instruments, such calculation to be performed as agreed by the Indenture
          Trustee, the Supplemental Interest Trust Trustee and the Depositor.

         

        Group
          II Maximum Uncertificated Accrued Interest Deferral Amount:  With
          respect to the any Payment Date, the excess, if any, of (i) accrued interest
          at
          the Uncertificated REMIC IV Pass-Through Rate applicable to REMIC IV Regular
          Interest II-ZZ for such Payment Date on a balance equal to the Uncertificated
          Principal Balance of REMIC IV Regular Interest II-ZZ minus the REMIC IV
          Group II
          Overcollateralization Amount, in each case for such Payment Date, over
          (ii) the
          aggregate amount of Uncertificated Accrued Interest for such Payment Date
          on the
          REMIC IV Group II Regular Interests (other than REMIC IV Regular Interests
          II-AA, II-ZZ and II-IO), with the rate on each such REMIC IV Regular Interest
          (other than REMIC IV Regular Interest II-A) subject to a cap equal to the
          least
          of (i) the Formula Rate for the Corresponding Note, (ii) 11.00% per annum
          and
          (iii) the Group II Net WAC Cap Rate for the REMIC V Regular Interest the
          ownership of which is represented by the Corresponding Note for such Payment
          Date for the purpose of this calculation, and with the rate on REMIC IV
          Regular
          Interest II-A subject to a cap equal to the lesser of least of (i) the
          Formula
          Rate for the Corresponding Note, (ii) 11.00% per annum and (iii) the Group
          II
          Net WAC Cap Rate for the REMIC V Regular Interest the ownership of which
          is
          represented by the Corresponding Note for such Payment Date, in each case,
          plus
          the Premium Percentage, for the purpose of this calculation; provided,
          however,
          that solely for this purpose, the related cap with respect to each REMIC
          IV
          Group II Regular Interest (other than REMIC IV Regular Interests II-AA,
          II-ZZ
          and II-IO) shall be multiplied by a fraction, the numerator of which is
          30 and
          the denominator of which is the actual number of days in the related Accrual
          Period.

         

        Group
          II Mortgage Loan: Such of the Mortgage Loans in Loan Group II transferred
          and assigned to the Trust pursuant to Section 2.01 or Section 2.04 of the
          Sale
          and Servicing Agreement, as from time to time are held as a part of the
          Trust
          Fund (including the Subsequent Mortgage Loans related to loan Group II
          and any
          REO Property), the mortgage loans so held being identified in the Mortgage
          Loan
          Schedule, notwithstanding foreclosure or other acquisition of title of
          the
          related Mortgaged Property.  For purposes of interpreting the
          provisions in the Basic Documents containing the term “Group II Mortgage Loan”,
          each reference to “Group II Mortgage Loans”, other than that contained in the
          definition of “Group II Interest Coverage Distribution  Amount”, shall
          be deemed to include references to the Group II Pre-Funded Amount (or portion
          thereof remaining on deposit in the Group II Pre-Funding Account) and (without
          duplication) the Subsequent Mortgage Loans included in Loan Group II, in
          each
          case for the relevant determination date.

         

        Group
          II Mortgage Loan Purchase Price: The price, calculated as set forth in
          Section 8.06 of the Indenture, to be paid in connection with the repurchase
          of
          the Group II Mortgage Loans pursuant to such Section.

         

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

         

        Group
          II Net WAC Cap Rate: With respect to any Payment Date and with respect to
          the Group II Notes, a per annum rate equal to the excess, if any, of (A)
          the
          weighted average of the net mortgage rates of the Group II Mortgage Loans
          as of
          the related Due Date prior to giving effect to any reduction in the Stated
          Principal Balances of such Mortgage Loans on such Due Date, in each case
          over
          (B) (i) a per annum rate equal to the sum of (1) the Group II Net Swap
          Payment
          payable to the Group II Swap Provider and (2) any Group II Swap Termination
          Payment not due to a Group II Swap Provider Trigger Event payable to the
          Group
          II Swap Provider on such Payment Date (to the extent not paid by the Swap
          Administrator from any upfront payment received pursuant to any replacement
          interest rate swap agreement that may be entered into by the Group II
          Supplemental Interest Trust Trustee), divided by the outstanding Stated
          Principal Balance of the Group II Mortgage Loans as of the related Due
          Date
          prior to giving effect to any reduction in the Stated Principal Balances
          of such
          Mortgage Loans on such Due Date, multiplied by 12, and (ii) in the case
          of the
          Class II-A Notes only, the Premium Percentage.  The Group II Net WAC
          Cap Rate will be adjusted to an effective rate reflecting the accrual of
          interest on an actual/360 basis. For purposes of calculating the various
          Group
          II Net WAC Cap Rates, the “net mortgage rate” of a Mortgage Loans is equal to
          the applicable interest rate borne by the Mortgage Loans less the sum of
          the
          respective rates used to calculate the servicing fee, the master servicing
          fee
          and the lender paid mortgage insurance fee, if any. With respect to any
          Payment
          Date and the REMIC V Regular Interests the ownership of which is represented
          by
          the Group II Notes, a per annum rate equal to the weighted average (adjusted
          for
          the actual number of days elapsed in the related Accrual Period) of the
          Uncertificated REMIC IV Pass-Through Rates on the REMIC IV Group II Regular
          Interests (other than REMIC IV Regular Interest II-IO), weighted on the
          basis of
          the Uncertificated Principal Balances of such REMIC IV Regular Interest
          immediately prior to such Payment Date, minus, in the case of the REMIC
          V
          Regular Interest the ownership of which is represented by the Class II-A
          Notes,
          the Premium Percentage.

         

        Group
          II Notes: Any of the Class II-A, Class II-M-1, Class II-M-2, Class II-M-3,
          Class II-M-4, Class II-M-5, Class II-M-6 and Class II-B-1 Notes.

         

        Group
          II Noteholder: The Person in whose name a Group II Note is registered in the
          Note Register, except that, any Group II Note registered in the name of
          the
          Depositor, the Issuer, the Indenture Trustee, the Sponsor, the Securities
          Administrator or the Master Servicer or any Affiliate of any of them shall
          be
          deemed not to be a Group II Holder or Group II Holders, nor shall any so
          owned
          be considered outstanding, for purposes of giving any request, demand,
          authorization, direction, notice, consent or waiver under the Indenture
          or the
          Trust Agreement; provided that, in determining whether the Indenture Trustee
          or
          Securities Administrator shall be protected in relying upon any such request,
          demand, authorization, direction, notice, consent or waiver, only Group
          II Notes
          that a Responsible Officer of the Indenture Trustee or Securities Administrator
          has actual knowledge to be so owned shall be so disregarded. Owners of
          Group II
          Notes that have been pledged in good faith may be regarded as Group II
          Holders
          if the pledgee establishes to the satisfaction of the Securities Administrator
          or the Indenture Trustee the pledgee’s right so to act with respect to such
          Notes and that the pledgee is not the Issuer, any other obligor upon the
          Group
          II Notes or any Affiliate of any of the foregoing Persons.

         

        Group
          II Optional Termination Date:  The first date on which the
          majority holder of the Class II-C Certificates may terminate the Group
          II
          Sub-Trust (with the consent of the Note Insurer if such termination would
          result
          in a draw against the Policy or amounts remain due and owing under the
          Insurance
          Agreement) pursuant to Section 8.07 of the Indenture.

         

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

         

        Group
          II Overcollateralization Floor:  With respect to the Group II
          Notes, 0.50% of the aggregate Stated Principal Balance of the Group II
          Mortgage
          Loans as of the Cut-Off Date.

         

        Group
          II Overcollateralization Increase Amount:  With respect to any
          Payment Date is the amount payable to the Group II Notes pursuant to Section
          3.02(e) of the Indenture.

         

        Group
          II Overcollateralization Release Amount: With respect to any Payment Date is
          the lesser of (x) the Principal Funds related to Loan Group II for such
          Payment
          Date and (y) the excess, if any, of (i) the Group II Overcollateralization
          Amount for such Payment Date (assuming that 100% of such Principal Funds
          is
          applied as a principal payment on such Payment Date), over (ii) the Group
          II
          Overcollateralization Target Amount for such Payment Date.

         

        Group
          II Overcollateralization Target Amount:  With respect to any
          Payment Date (a) prior to the Group II Stepdown Date, 7.25% of the aggregate
          Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off
          Date,
          (b) on or after the Group II Stepdown Date and if a Group II Trigger Event
          is
          not in effect, the greater of (i) the lesser of (1) 7.25% of the aggregate
          Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off
          Date
          and (2) 14.50% of the then current aggregate Stated Principal Balance of
          the
          Group II Mortgage Loans as of the last day of the related Due Period (after
          giving effect to scheduled payments of principal due during the related
          Due
          Period, to the extent received or advanced, and unscheduled collections
          of
          principal received during the related Prepayment Period, and after reduction
          for
          related Realized Losses incurred during the prior calendar month) and (ii)
          the
          Group II Overcollateralization Floor, and (c) on or after the Group II
          Stepdown
          Date and if a Group II Trigger Event is in effect, the Group II
          Overcollateralization Target Amount for the immediately preceding Payment
          Date.

         

        Group
          II Pre-Funding Account: The account established by the Securities
          Administrator in the name of the Indenture Trustee and designated the “Group II
          Pre-Funding Account, LaSalle Bank National Association as securities
          administrator on behalf of Citibank, N.A., as indenture trustee for the
          benefit
          of holders of Bear Stearns Second Lien Trust, Mortgage-Backed Notes, Series
          2007-1”.

         

        Group
          II Pre-Funded Amount: The amount deposited by the Depositor in the Group II
          Pre-Funding Account on the Closing Date for the Subsequent Mortgage Loans
          for
          Group II, which amount is $17,803,720.

         

        Group
          II Pre-Funding Period: The period from the Closing Date up to and including
          July 15, 2007, in which the Seller may purchase Subsequent Mortgage Loans
          for
          Group II for inclusion in the Trust with amounts in the Group II Pre-Funding
          Account.

         

        Group
          II Principal Payment Amount: With respect to each Payment Date is equal
          to:

         

        (a)
          the
          Principal Funds for Group II for such Payment Date, plus

         

        (b)
          any
          related Extra Principal Payment Amount for such Payment Date, less

         

        (c)
          any Group II Overcollateralization
          Release Amount for such Payment Date.

         

        Group
          II Remaining Excess Spread: With respect to any Payment Date is the Group II
          Excess Spread less any related Extra Principal Payment Amount, in each
          case for
          such Payment Date.

         

        Group
          II Remaining Pre-Funded Amount: An amount equal to the Group II Pre-Funded
          Amount minus the aggregate Stated Principal Balance of the Subsequent Mortgage
          Loans in Loan Group II transferred to the Trust during the Group II Pre-Funding
          Period.

         

        Group
          II Residual Certificates: Any of the Class II-R-1 Certificates and Class
          II-R-2 Certificates, each evidencing the sole Class of Residual Interests
          in the
          related REMIC.

         

        Group
          II Residual Certificateholders: Any of the Holders of the Class II-R-1
          Certificates or Class II-R-2 Certificates.

         

        Group
          II REO Property: A Mortgaged Property acquired in the name of the Indenture
          Trustee, for the benefit of the Noteholders and the Note Insurer, by foreclosure
          or deed-in-lieu of foreclosure in connection with a defaulted Group II
          Mortgage
          Loan.

         

        Group
          II 60 Day Plus Delinquency Percentage: With respect to any Payment Date, the
          arithmetic average for each of the three successive Payment Dates ending
          with
          the applicable Payment Date of the percentage equivalent of a fraction,
          (A) the
          numerator of which is the aggregate Stated Principal Balance of (i) the
          Group II
          Mortgage Loans that are 60 or more days delinquent in the payment of principal
          or interest for the relevant Payment Date, (ii) Group II Mortgage Loans
          in
          foreclosure, (iii) Group II REO Property and (iv) Group II Mortgage Loans
          with a
          related Mortgagor subject to bankruptcy procedures, and (B) the denominator
          of
          which is the aggregate Stated Principal Balance of all of the Group II
          Mortgage
          Loans immediately preceding the relevant Payment Date.

         

        Group
          II Security: Any of the Group II Certificates or Group II
          Notes.

         

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

         

        Group
          II Significance Percentage: With respect to any Payment Date, and in
          accordance with Item 1115 of Regulation AB, shall be a percentage equal
          to the
          Group II Significance Estimate divided by the aggregate outstanding Note
          Principal Balance of the Class II-A, Class II-M and Class II-B Notes, prior
          to
          the distribution of the related Principal Payment Amount on such Payment
          Date.

         

        Group
          II Stepdown Date: The earlier to occur of

         

        (x)           the
          first Payment Date following the Payment Date for which the aggregate Note
          Principal Balance for the Class II-A Notes have been reduced to zero;
          and

         

        (y)           the
          later to occur of (a) the first Payment Date for which the related Current
          Specified Enhancement Percentage is greater than or equal to 38.70%or (b)
          the
          Payment Date occurring in May 2010.

         

        Group
          II Sub-Trust: The portion of the Trust Estate allocated to the Group II
          Mortgage Loans.

         

        Group
          II Subsequent Recoveries: Any amount recovered by the related Servicer or
          the Master Servicer (net of reimbursable expenses) with respect to a Group
          II
          Mortgage Loan that has been previously liquidated and that resulted in
          a
          Realized Loss.

         

        Group
          II Supplemental Interest Trust:  The corpus of a trust created
          pursuant to Section 3.22 of the Indenture and designated as the “Group II
          Supplemental Interest Trust,” consisting of the Group II Swap Agreement, the
          rights in respect of the Swap Administration Agreement that relate to Loan
          Group
          II, the Group II Swap Account, Group II Swap Collateral Account and the
          Class
          II-IO Interest.  For the avoidance of doubt, the Group II Supplemental
          Interest Trust, the Group II Swap Agreement, the Group II Swap Account,
          the
          Group II Swap Collateral Account and the Swap Administration Agreement
          do not
          constitute parts of the Trust Fund or any REMIC.

         

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

         

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

         

        Group
          II Swap Agreement: The interest rate swap agreement, dated as of April 30,
          2007, between the Group II Supplemental Interest Trust Trustee and the
          Group II
          Swap Provider, including any schedule, confirmations, credit support annex
          or
          other credit support document relating thereto, and attached as Exhibit
          I to the
          Sale and Servicing Agreement.

         

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

         

        Group
          II Swap Credit Support Annex:  The credit support annex, dated as
          of April 30, 2007, between the Group II Supplemental Interest Trust Trustee
          and
          the Group II Swap Provider, which is annexed to and forms part of the Group
          II
          Swap Agreement.

         

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

         

        Group
          II Swap Optional Termination Payment:  As defined in Section 8.06
          of the Indenture.

         

        Group
          II Swap Provider:  The swap provider under the Group II Swap
          Agreement either (a) entitled to receive payments from the Swap Administrator
          from amounts payable by the Trust Fund with respect to Loan Group II under
          the
          Indenture or (b) required to make payments to the Swap Administrator for
          distribution as provided herein, in either case pursuant to the terms of
          the
          Group II Swap Agreement, and any successor in interest or
          assign.  Initially, the Group II Swap Provider shall be Bear Stearns
          Financial Products Inc.

         

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

         

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

         

        Group
          II Trigger Event: With respect to any Payment Date, the event that is in
          effect if any of the following tests is not satisfied: (A) the Group II
          60 Day
          Plus Delinquency Percentage is less than 20.65% of the related Current
          Specified
          Enhancement Percentage, or (ii) (A) for any Payment Date from and including
          the
          Payment Date in May 2010 to and including the Payment Date in April 2011,
          the
          Cumulative Realized Loss Percentage for such Payment Date is less than
          5.05%
          plus an additional 1/12th of 1.95% for each Payment Date thereafter up
          to and
          including the Payment Date in April 2011, (B) for any Payment Date from
          and
          including the Payment Date in May 2011 to and including the Payment Date
          in
          April 2012, the Cumulative Realized Loss Percentage for such Payment Date
          is
          less than 7.00% plus an additional 1/12th of 1.25% for each Payment Date
          thereafter up to and including the Payment Date in April 2012, (C) for
          any
          Payment Date from and including the Payment Date in May 2012 to and including
          the Payment Date in April 2013, the Cumulative Realized Loss Percentage
          for such
          Payment Date is less than 8.25% plus an additional 1/12th of 0.50% for
          each
          Payment Date thereafter up to and including the Payment Date in April 2013,
          and
          (D) for any Payment Date thereafter, the Cumulative Realized Loss Percentage
          for
          such Payment Date is less than 8.75%.

         

        Group
          III Basis Risk Shortfall Carry
          Forward Amount: as of any Payment Date for any Class of Group III Notes an
          amount equal to the sum of (A) if on such Payment Date the Note Interest
          Rate
          for such Class is based upon the related Group III Net WAC Cap Rate, the
          excess,
          if any, of (a) the amount of Current Interest to which such Class would
          have
          been entitled on such Payment Date had the applicable Note Interest Rate
          been
          calculated at a per annum rate equal to the lesser of (i) One-Month LIBOR
          plus
          the applicable Margin and (ii) 11.00% per annum, over (b) the amount of
          Current
          Interest that such Class received on such Payment Date at the related Group
          III
          Net WAC Cap Rate for such Payment Date; and (B) the Group III Basis Risk
          Shortfall Carry Forward Amount for the preceding Payment Date not previously
          paid, together with interest thereon at a rate equal to the applicable
          Note
          Interest Rate for the current Payment Date without regard to the related
          Group
          III Net WAC Cap Rate.

         

        Group
          III Basis Risk Shortfall Carry Forward Reserve Account:  The
          Account created pursuant to Section 3.23 of the Indenture.

         

        Group
          III Basis Risk Shortfall Carry Forward Reserve Account Deposit: With respect
          to the Group III Basis Risk Shortfall Carry Forward Reserve Account, an
          amount
          equal to $5,000, which the Depositor shall deposit into the Group III Basis
          Risk
          Shortfall Carry Forward Reserve Account pursuant to Section 3.23 of the
          Indenture.

         

        Group
          III Certificates: Any of the Class III-C, Class III-R and Class III-X
          Certificates.

         

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

         

        Group
          III Class IO Distribution Amount: As defined in Section 3.23(f) of the
          Indenture. For the avoidance of doubt, the Group III Class IO Distribution
          Amount for any Payment Date shall equal the amount payable to the Swap
          Administrator pursuant to the first and second sentences of Section 3.23(c)
          on
          such Payment Date in excess of the amount payable on the Class III-IO Interest
          on such Payment Date, all as further provided in Section 3.23 of the
          Indenture.

         

        Group
          III Cut-off Date Balance: $364,544,253.72.

         

        Group
          III Cut-off Date Principal Balance: With respect to any Group II Mortgage
          Loan, the unpaid principal balance thereof as of the close of business
          on the
          Cut-off Date after application of all Principal Prepayments received prior
          to
          the Cut-off Date and scheduled payments of principal due on or before the
          Cut-off Date, whether or not received, but without giving effect to any
          installments of principal received in respect of Due Dates after the Cut-off
          Date.

         

        Group
          III Estimated Swap Termination Payment: As defined in the Group III Swap
          Agreement.

         

        Group
          III Excess Cashflow: With respect to any Payment Date is the sum of (i) the
          Group III Remaining Excess Spread for such Payment Date and (ii) the Group
          III
          Overcollateralization Release Amount for such Payment Date.

         

        Group
          III Excess Overcollateralization Amount: With respect to Group III Mortgage
          Loans and any Payment Date, the excess, if any, of the Group III
          Overcollateralization Amount on that Payment Date, over the Group III
          Overcollateralization Target Amount.

         

        Group
          III Excess Spread: With respect to any Payment Date is (x) the excess, if
          any, of the related Interest Funds for such Payment Date, over (y) the
          sum of
          (i) the Premium due to the Note Insurer, (ii) the Current Interest on the
          Group
          III Notes and (iii) the Interest Carry Forward Amounts on the Class III-A
          Notes.

         

        Group
          III Extraordinary Trust Fund Expenses: Any amounts reimbursable to the
          Securities Administrator or the Indenture Trustee, or any director, officer,
          employee or agent of the Securities Administrator or the Indenture Trustee,
          from
          the Trust Estate, any amounts reimbursable to the Depositor, the Master
          Servicer, the Securities Administrator, any Custodian, or any director,
          officer,
          employee or agent thereof, and any other amounts with respect to Loan Group
          III
          payable or reimbursable from the Trust Estate as Group III Extraordinary
          Trust
          Fund Expenses pursuant to the terms of the Sale and Servicing Agreement,
          the
          Indenture, the Trust Agreement, the Administration Agreement, the related
          Custodial Agreement, the Policy or the Insurance Agreement, including Group
          III
          Extraordinary Trust Fund Expenses that are not reimbursed in any calendar
          year
          as a result of the Group III Extraordinary Trust Fund Expenses Cap. Group
          III
          Extraordinary Trust Fund Expenses for any calendar year, to the extent
          they may
          exceed the Group III Extraordinary Trust Fund Expenses Cap, shall be paid
          pro
          rata among the parties entitled thereto from the amounts available
          therefor.

         

        Group
          III Extraordinary Trust Fund Expenses Cap: With respect to Loan Group III,
          $250,000 for each calendar year; provided, however, that such cap will
          not apply
          to any costs and expenses (i) of the Indenture Trustee incurred in connection
          with the termination of the Securities Administrator or the Master Servicer,
          the
          transfer of master servicing to a successor master servicer, any costs
          incurred
          with the replacement of any Custodian and costs and expenses incurred following
          an Event of Default (so long as such Event of Default is continuing), or
          (ii) of
          the Master Servicer incurred in connection with the termination of the
          related
          Servicer and the transfer of servicing to a successor servicer.

         

        Group
          III Initial Interest Coverage Deposit: The amount to be paid by the
          Depositor to the Securities Administrator for deposit in the Group III
          Interest
          Coverage Account on the Closing Date, which amount is $585,000.

         

        Group
          III Insurance Proceeds: Amounts paid by any insurer under any Insurance
          Policy covering any Group III Mortgage Loan or related 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 related Mortgaged Property or to reimburse insured
          expenses.

         

        Group
          III Interest Coverage Account: The account or sub-account established and
          maintained pursuant to Section 8.12 of the Indenture and which shall be
          an
          Eligible Account or sub-account of an Eligible Account.

         

        Group
          III Interest Coverage Distribution Amount: With respect to each Payment
          Date, an amount equal to (x) the weighted average of the Net Mortgage Rates
          on
          the then outstanding Group III Mortgage Loans, weighted based on the Stated
          Principal Balances of such Group III Mortgage Loans as of the related Due
          Date
          prior to giving effect to any reduction in the Stated Principal Balances
          of such
          Mortgage Loans on such Due Date, multiplied by (y) the sum of (A) the remaining
          Group III Pre-Funded Amount outstanding at the end of the related Due Period
          and
          (B) the aggregate Stated Principal Balance of the Group III Subsequent
          Mortgage
          Loans that do not have a Subsequent Cut-off Date prior to the end of the
          related
          Due Period, transferred to the Trust during the related Due Period.

         

        Group
          III Liquidation Expenses: With respect to a Group III 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 Group III Mortgage Loan and the related Mortgaged 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.

         

        Group
          III Liquidation Proceeds: All proceeds, other than Insurance Proceeds and
          Subsequent Recoveries, received in connection with the partial or complete
          liquidation of Mortgage Loans related to each loan group, whether through
          trustee’s sale, foreclosure sale or otherwise, or in connection with any
          condemnation or partial release of a mortgaged property, together with
          the net
          proceeds received with respect to any mortgaged properties and any other
          proceeds received with respect to an REO Property, less the sum of related
          unreimbursed Advances, Servicing Fees and servicing advances and all expenses
          of
          liquidation, including property protection expenses and foreclosure and
          sale
          costs, including court and reasonable attorneys fees.

         

        Group
          III Marker Rate: With respect to the Class III-C Certificates and any
          Payment Date, a per annum rate equal to two (2) times the weighted average
          of
          the Uncertificated REMIC IV Pass-Through Rates for the REMIC IV Group III
          Regular Interests (other than REMIC IV Regular Interests III-AA and III-IO),
          with the rate on each such REMIC IV Regular Interest (other than REMIC
          IV
          Regular Interest III-A) subject to a cap equal to the least of (i) the
          Formula
          Rate for the Corresponding Note, (ii) 11.00% per annum and (iii) the Group
          III
          Net WAC Cap Rate for the REMIC V Regular Interest the ownership of which
          is
          represented by the Corresponding Note for such Payment Date for the purpose
          of
          this calculation, with the rate on REMIC IV Regular Interest III-A subject
          to a
          cap equal to the least of (i) the Formula Rate for the Corresponding Note,
          (ii)
          11.00% per annum and (iii) the Group III Net WAC Cap Rate for the REMIC
          V
          Regular Interest the ownership of which is represented by the Corresponding
          Note
          for such Payment Date, in each case, plus the Premium Percentage, for the
          purpose of this calculation, and with the rate on REMIC IV Regular Interest
          III-ZZ subject to a cap of zero for the purpose of this calculation; provided,
          however, that solely for this purpose, the related cap with respect to
          each
          REMIC IV Group III Regular Interest (other than REMIC IV Regular Interests
          III-AA, III-ZZ and III-IO) shall be multiplied by a fraction, the numerator
          of
          which is 30 and the denominator of which is the actual number of days in
          the
          related Accrual Period.

         

        Group
          III Maximum Probable Exposure: With respect to each Payment Date and the
          Group III Swap Agreement, the amount calculated by the Depositor in accordance
          with the Seller’s internal risk management process in respect of similar
          instruments, such calculation to be performed as agreed by the Indenture
          Trustee, the Supplemental Interest Trust Trustee and the Depositor.

         

        Group
          III Maximum Uncertificated Accrued Interest Deferral Amount:  With
          respect to the any Payment Date, the excess, if any, of (i) accrued interest
          at
          the Uncertificated REMIC IV Pass-Through Rate applicable to REMIC IV Regular
          Interest III-ZZ for such Payment Date on a balance equal to the Uncertificated
          Principal Balance of REMIC IV Regular Interest III-ZZ minus the REMIC IV
          Group
          III Overcollateralization Amount, in each case for such Payment Date, over
          (ii)
          the aggregate amount of Uncertificated Accrued Interest for such Payment
          Date on
          the REMIC IV Group III Regular Interests (other than REMIC IV Regular Interests
          III-AA, III-ZZ and III-IO), with the rate on each such REMIC IV Regular
          Interest
          (other than REMIC IV Regular Interest III-A) subject to a cap equal to
          the least
          of (i) the Formula Rate for the Corresponding Note, (ii) 11.00% per annum
          and
          (iii) the Group III Net WAC Cap Rate for the REMIC V Regular Interest the
          ownership of which is represented by the Corresponding Note for such Payment
          Date for the purpose of this calculation, and with the rate on REMIC IV
          Regular
          Interest III-A subject to a cap equal to the least of (i) the Formula Rate
          for
          the Corresponding Note, (ii) 11.00% per annum and (iii) the Group III Net
          WAC
          Cap Rate for the REMIC V Regular Interest the ownership of which is represented
          by the Corresponding Note for such Payment Date, in each case, plus the
          Premium
          Percentage, for the purpose of this calculation; provided, however, that
          solely
          for this purpose, the related cap with respect to each REMIC IV Group III
          Regular Interest (other than REMIC IV Regular Interests III-AA, III-ZZ
          and
          III-IO) shall be multiplied by a fraction, the numerator of which is 30
          and the
          denominator of which is the actual number of days in the related Accrual
          Period.

         

        Group
          III Mortgage Loan: Such of the Mortgage Loans in Loan Group III transferred
          and assigned to the Trust pursuant to Section 2.01 or Section 2.04 of the
          Sale
          and Servicing Agreement, as from time to time are held as a part of the
          Trust
          Fund (including the Subsequent Mortgage Loans related to Loan Group III
          and any
          REO Property), the mortgage loans so held being identified in the Mortgage
          Loan
          Schedule, notwithstanding foreclosure or other acquisition of title of
          the
          related Mortgaged Property. For purposes of interpreting the provisions
          in the
          Basic Documents containing the term “Group III Mortgage Loan”, each reference to
“Group III Mortgage Loans”, other than that contained in the definition of
“Group III Interest Coverage Payment  Amount”, shall be deemed to
          include references to the Group III Pre-Funded Amount (or portion thereof
          remaining on deposit in the Group III Pre-Funding Account) and (without
          duplication) the Subsequent Mortgage Loans included in Loan Group III,
          in each
          case for the relevant determination date.

         

        Group
          III Mortgage Loan Purchase Price: The price, calculated as set forth in
          Section 8.06 of the Indenture, to be paid in connection with the repurchase
          of
          the Group III Mortgage Loans pursuant to such Section.

         

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

         

        Group
          III Net WAC Cap Rate: With respect to any Payment Date and with respect to
          the Group III Notes, a per annum rate equal to the excess, if any, of (A)
          the
          weighted average of the net mortgage rates of the Group III Mortgage Loans as of
          the related Due Date prior to giving effect to any reduction in the Stated
          Principal Balances of such Mortgage Loans on such Due Date, in each case
          over
          (B) (i) a per annum rate equal to the sum of (1) the Group III Net Swap
          Payment
          payable to the Group III Swap Provider and (2) any Group III Swap Termination
          Payment not due to a Group III Swap Provider Trigger Event payable to the
          Group
          III Swap Provider on such Payment Date (to the extent not paid by the Swap
          Administrator from any upfront payment received pursuant to any replacement
          interest rate swap agreement that may be entered into by the Group III
          Supplemental Interest Trust Trustee), divided by the outstanding Stated
          Principal Balance of the Group III Mortgage Loans as of the related Due
          Date
          prior to giving effect to any reduction in the Stated Principal Balances
          of such
          Mortgage Loans on such Due Date, multiplied by 12, and (ii) in the case
          of the
          Class III-A Notes only, the Premium Percentage.  The Group III Net WAC
          Cap Rate will be adjusted to an effective rate reflecting the accrual of
          interest on an actual/360 basis. For purposes of calculating the various
          Group
          III Net WAC Cap Rates, the “net mortgage rate” of a Mortgage Loans is equal to
          the applicable interest rate borne by the Mortgage Loans less the sum of
          the
          respective rates used to calculate the servicing fee, the master servicing
          fee
          and the lender paid mortgage insurance fee, if any. With respect to any
          Payment
          Date and the REMIC V Regular Interests the ownership of which is represented
          by
          the Group III Notes, a per annum rate equal to the weighted average (adjusted
          for the actual number of days elapsed in the related Accrual Period) of
          the
          Uncertificated REMIC IV Pass-Through Rates on the REMIC IV Group II Regular
          Interests (other than REMIC IV Regular Interest III-IO), weighted on the
          basis
          of the Uncertificated Principal Balances of such REMIC IV Regular Interest
          immediately prior to such Payment Date, minus, in the case of the REMIC
          V
          Regular Interest the ownership of which is represented by the Class III-A
          Notes,
          the Premium Percentage.

         

        Group
          III Notes: Any of the Class III-A, Class III-M-1, Class III-M-2, Class
          III-M-3, Class III-M-4, Class III-M-5, Class III-M-6 and Class III-B-1
          Notes.

         

        Group
          III Noteholder: The Person in whose name a Group III Note is registered in
          the Note Register, except that, any Group III Note registered in the name
          of the
          Depositor, the Issuer, the Indenture Trustee, the Sponsor, the Securities
          Administrator or the Master Servicer or any Affiliate of any of them shall
          be
          deemed not to be a Group III Holder or Group III Holders, nor shall any
          so owned
          be considered outstanding, for purposes of giving any request, demand,
          authorization, direction, notice, consent or waiver under the Indenture
          or the
          Trust Agreement; provided that, in determining whether the Indenture Trustee
          or
          Securities Administrator shall be protected in relying upon any such request,
          demand, authorization, direction, notice, consent or waiver, only Group
          III
          Notes that a Responsible Officer of the Indenture Trustee or Securities
          Administrator has actual knowledge to be so owned shall be so disregarded.
          Owners of Group III Notes that have been pledged in good faith may be regarded
          as Group III Holders if the pledgee establishes to the satisfaction of
          the
          Securities Administrator or the Indenture Trustee the pledgee’s right so to act
          with respect to such Notes and that the pledgee is not the Issuer, any
          other
          obligor upon the Group III Notes or any Affiliate of any of the foregoing
          Persons.

         

        Group
          III Optional Termination Date:  The first date on which the
          majority holder of the Class III-C Certificates may terminate the Group
          III
          Sub-Trust (with the consent of the Note Insurer if such termination would
          result
          in a draw against the Policy or amounts remain due and owing under the
          Insurance
          Agreement).

         

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

         

        Group
          III Overcollateralization Floor:  With respect to the Group III
          Notes, 0.50% of the aggregate Stated Principal Balance of the Group III
          Mortgage
          Loans Amount as of the Cut-Off Date.

         

        Group
          III Overcollateralization Increase Amount:  With respect to any
          Payment Date is the amount payable to the Group III Notes pursuant to Section
          3.02(g) of the Indenture.

         

        Group
          III Overcollateralization Release Amount: With respect to any Payment Date
          is the lesser of (x) the Principal Funds related to Loan Group III for
          such
          Payment Date and (y) the excess, if any, of (i) the Group III
          Overcollateralization Amount for such Payment Date (assuming that 100%
          of such
          Principal Funds is applied as a principal payment on such Payment Date)
          over
          (III) the Group III Overcollateralization Target Amount for such Payment
          Date.

         

        Group
          III Overcollateralization Target Amount:  With respect to any
          Payment Date (a) prior to the Group III Stepdown Date, 7.65% of the aggregate
          Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off
          Date,
          (b) on or after the Group III Stepdown Date and if a Group III Trigger
          Event is
          not in effect, the greater of (i) the lesser of (1) 7.65% of the aggregate
          Stated Principal Balance of the Group III Mortgage Loans as of the Cut-off
          Date
          and (2) 15.30% of the then current aggregate Stated Principal Balance of
          the
          Group III Mortgage Loans as of the last day of the related Due Period (after
          giving effect to scheduled payments of principal due during the related
          Due
          Period, to the extent received or advanced, and unscheduled collections
          of
          principal received during the related Prepayment Period, and after reduction
          for
          related Realized Losses incurred during the prior calendar month) and (ii)
          the
          Group III Overcollateralization Floor, and (c) on or after the Group III
          Stepdown Date and if a Group III Trigger Event is in effect, the Group
          III
          Overcollateralization Target Amount for the immediately preceding Payment
          Date.

         

        Group
          III Principal Collection Amount: With respect to each Payment Date, an
          amount equal to the amount received by the related Servicer and consisting
          of
          amounts collected during the related Due Period on the Group III Mortgage
          Loans
          and allocated to principal in accordance with the terms of the Sale and
          Servicing Agreement, together with the principal portion of any Repurchase
          Price
          relating to any repurchased Group III Mortgage Loans and substitution adjustment
          amount paid during the related Due Period and Group III Subsequent Recoveries,
          to the extent such Group III Subsequent Recoveries relate to
          principal.

         

        Group
          III Pre-Funding Account: The account established by the Securities
          Administrator in the name of the Indenture Trustee and designated the “Group III
          Pre-Funding Account, LaSalle Bank National Association as securities
          administrator on behalf of Citibank, N.A., as indenture trustee for the
          benefit
          of holders of Bear Stearns Second Lien Trust, Mortgage-Backed Notes, Series
          2007-1”.

         

        Group
          III Pre-Funded Amount: The amount deposited by the Depositor in the Group
          III Pre-Funding Account on the Closing Date for the Subsequent Mortgage
          Loans in
          Loan Group III, which amount is $55,431,978.

         

        Group
          III Pre-Funding Period: The period from the Closing Date up to and including
          July 15, 2007, in which the seller may purchase Subsequent Mortgage Loans
          for l
          Group III for inclusion in the trust with amounts in the Group III Pre-Funding
          Account.

         

        Group
          III Principal Payment Amount: With respect to each Payment Date is equal
          to:

         

        (a)
          the
          Principal Funds for Loan Group III for such Payment Date, plus

         

        (b)
          any
          related Extra Principal Payment Amount for such Payment Date, less

         

        (c)
          any Group III Overcollateralization
          Release Amount for such Payment Date.

         

        Group
          III Remaining Excess Spread: With respect to any Payment Date is the Group
          III Excess Spread less any related Extra Principal Payment Amount, in each
          case
          for such Payment Date.

         

        Group
          III Remaining Pre-Funded Amount: An amount equal to the Group III Pre-Funded
          Amount minus the aggregate Stated Principal Balance of the Subsequent Mortgage
          Loans in Loan Group III transferred to the Trust during the Group III
          Pre-Funding Period.

         

        Group
          III Residual Certificates: The Class III-R Certificates, each evidencing the
          sole class of Residual Interests in the related REMIC.

         

        Group
          III Residual Certificateholders: The Holders of the Class III-R
          Certificates.

         

        Group
          III REO Property: A Mortgaged Property acquired in the name of the Indenture
          Trustee, for the benefit of the Noteholders and the Note Insurer, by foreclosure
          or deed-in-lieu of foreclosure in connection with a defaulted Group III
          Mortgage
          Loan.

         

        Group
          III 60 Day Plus Delinquency Percentage: With respect to any Payment Date,
          the arithmetic average for each of the three successive Payment Dates ending
          with the applicable Payment Date of the percentage equivalent of a fraction,
          (A)
          the numerator of which is the aggregate Stated Principal Balance of (i)
          the
          Group III Mortgage Loans that are 60 or more days delinquent in the payment
          of
          principal or interest for the relevant Payment Date, (III) Group III Mortgage
          Loans in foreclosure, (IIIi) Group III REO Property and (iv) Group III
          Mortgage
          Loans with a related Mortgagor subject to bankruptcy procedures, and (B)
          the
          denominator of which is the aggregate Stated Principal Balance of all of
          the
          Group III Mortgage Loans immediately preceding the relevant Payment
          Date.

         

        Group
          III Security: Any of the Group III Certificates or Group III
          Notes.

         

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

         

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

         

        Group
          III Stepdown Date: The earlier to occur of

         

        (x)           the
          first Payment Date following the Payment Date for which the aggregate Note
          Principal Balance for the Class III-A Notes have been reduced to zero;
          and

         

        (y)           the
          later to occur of (a) the first Payment Date for which the Group III Current
          Specified Enhancement Percentage is greater than or equal to 40.20% or
          (b) the
          Payment Date occurring in May 2010.

         

        Group
          III Sub-Trust: The portion of the Trust Estate allocated to the Group III
          Mortgage Loans.

         

        Group
          III Subsequent Recoveries: Any amount recovered by the related Servicer or
          the Master Servicer (net of reimbursable expenses) with respect to a Group
          III
          Mortgage Loan that has been previously liquidated and that resulted in
          a
          Realized Loss.

         

        Group
          III Supplemental Interest Trust:  The corpus of a trust created
          pursuant to Section 3.22 of this Agreement and designated as the “Group III
          Supplemental Interest Trust,” consisting of the Group III Swap Agreement, the
          rights in respect of the Swap Administration Agreement that relate to Loan
          Group
          III, the Group III Swap Account, the Group III Swap Collateral Account
          and the
          Class III-IO Interest.  For the avoidance of doubt, the Group III
          Supplemental Interest Trust, the Group III Swap Agreement, the Group III
          Swap
          Account, the Group III Swap Collateral Account and the Swap Administration
          Agreement do not constitute parts of the Trust Fund or any REMIC.

         

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

         

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

         

        Group
          III Swap Agreement: The interest rate swap agreement, dated as of April 30,
          2007, between the Group III Supplemental Interest Trust Trustee and the
          Group
          III Swap Provider, including any schedule, confirmations, credit support
          annex
          or other credit support document relating thereto, and attached as Exhibit
          J to
          the Sale and Servicing Agreement.

         

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

         

        Group
          III Swap Credit Support Annex:  The credit support annex, dated as
          of April 30, 2007, between the Group III Supplemental Interest Trust Trustee
          and
          the Group III Swap Provider, which is annexed to and forms part of the
          Group III
          Swap Agreement.

         

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

         

        Group
          III Swap Optional Termination Payment:  As defined in Section 8.06
          of the Indenture.

         

        Group
          III Swap Provider:  The swap provider under the Group III Swap
          Agreement either (a) entitled to receive payments from the Swap Administrator
          from amounts payable by the Trust Fund with respect to Loan Group III under
          this
          Agreement or (b) required to make payments to the Swap Administrator for
          distribution as provided herein, in either case pursuant to the terms of
          the
          Group III Swap Agreement, and any successor in interest or
          assign.  Initially, the Group III Swap Provider shall be Bear Stearns
          Financial Products Inc.

         

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

         

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

         

        Group
          III Trigger Event: With respect to any Payment Date, the event that is in
          effect if any of the following tests is not satisfied: (A) the Group III
          60 Day
          Plus Delinquency Percentage is less than 19.90% of the related Current
          Specified
          Enhancement Percentage, or (III) (A) for any Payment Date from and including
          the
          Payment Date in May 2010 to and including the Payment Date in April 2011,
          the
          Cumulative Realized Loss Percentage for such Payment Date is less than
          5.05%
          plus an additional 1/12th of 2.80% for each Payment Date thereafter up
          to and
          including the Payment Date in April 2011, (B) for any Payment Date from
          and
          including the Payment Date in May 2011 to and including the Payment Date
          in
          April 2012, the Cumulative Realized Loss Percentage for such Payment Date
          is
          less than 7.85% plus an additional 1/12th of 1.65% for each Payment Date
          thereafter up to and including the Payment Date in April 2012, (C) for
          any
          Payment Date from and including the Payment Date in May 2012 to and including
          the Payment Date in April 2013, the Cumulative Realized Loss Percentage
          for such
          Payment Date is less than 9.50% plus an additional 1/12th of 0.50% for
          each
          Payment Date thereafter up to and including the Payment Date in April 2013,
          and
          (D) for any Payment Date thereafter, the Cumulative Realized Loss Percentage
          for
          such Payment Date is less than 10.00%.

         

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

         

        Indemnified
          Persons: The Indenture Trustee, the Master Servicer, the Company, the Owner
          Trustee, the Trust, the Note Insurer and the Securities Administrator,
          including
          LaSalle Bank National Association in its individual capacity, and their
          respective officers, directors, agents and employees and, with respect
          to the
          Indenture Trustee, any separate co-trustee and its officers, directors,
          agents
          and employees.

         

        Indenture:
          The indenture, dated as of April 30, 2007, among the Issuing Entity, the
          Indenture Trustee and the Securities Administrator, relating to the Bear
          Stearns
          Second Lien Trust 2007-1, Mortgage-Backed Notes, Series 2007-1.

         

        Indenture
          Trustee: Citibank, N.A., and its successors and assigns or any successor
          indenture trustee appointed pursuant to the terms of  the
          Indenture.

         

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

         

        Independent
          Certificate: A certificate or opinion to be delivered to the Indenture
          Trustee under the circumstances described in, and otherwise complying with,
          the
          applicable requirements of Section 11.01 of the Indenture, made by an
          independent appraiser or other expert appointed by an Issuer Request and
          approved by the Indenture Trustee in the exercise of reasonable care, and
          such
          opinion or certificate shall state that the signer has read the definition
          of
“Independent” in this Indenture and that the signer is Independent within the
          meaning thereof.

         

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

         

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

         

        Initial
          Note Principal Balance: With respect to the Class I-A Notes,
          $295,932,000.00, with respect to the Class I-M-1 Notes, $7,565,000.00,
          with
          respect to the Class I-M-2 Notes, $6,862,000.00, with respect to the Class
          I-M-3
          Notes, $7,038,000.00, with respect to the Class I-M-4 Notes, $6,334,000.00,
          with
          respect to the Class I-B-1 Notes, $6,686,000.00, with respect to the Class
          I-B-2
          Notes, $5,806,000.00, with respect to the Class I-B-3 Notes, $5,630,000.00,
          with
          respect to the Class I-B-4 Notes, $6,334,000.00, with respect to the Class
          II-A
          Notes, $382,571,000.00, with respect to the Class II-M-1 Notes, $9,961,000.00,
          with respect to the Class II-M-2 Notes, $9,250,000.00, with respect to
          the Class
          II-M-3 Notes, $8,538,000.00, with respect to the Class II-M-4 Notes,
          $8,064,000.00, with respect to the Class II-M-5 Notes, $8,301,000.00, with
          respect to the Class II-M-6 Notes, $6,878,000.00, with respect to the Class
          II-B-1 Notes, $6,404,000.00, with respect to the Class III-A Notes,
          $291,271,000.00, with respect to the Class III-M-1 Notes, $7,474,000.00,
          with
          respect to the Class III-M-2 Notes, $7,108,000.00, with respect to the
          Class
          III-M-3 Notes, $6,926,000.00, with respect to the Class III-M-4 Notes,
          $6,562,000.00, with respect to the Class III-M-5 Notes, $6,562,000.00,
          with
          respect to the Class III-M-6 Notes, $5,468,000.00 and with respect to the
          Class
          III-B-1 Notes, $5,285,000.00.

         

        Insurance
          Agreement: The Insurance and Indemnity Agreement dated as of April 30, among
          the Note Insurer, EMC, as seller, the Issuing Entity, the Indenture Trustee
          and
          the Depositor, including any amendments and supplements thereto in accordance
          with the terms thereof.

         

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

         

        Insurance
          Proceeds: Any Group I Insurance Proceeds, the Group II Insurance Proceeds or
          the Group III Insurance Proceeds.

         

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

         

        Interest
          Carry Forward Amounts: As of any Payment Date and with respect to each Class
          of Group II Notes and Group III Notes, the sum of (i) the excess of (a)
          the
          related Current Interest for such Class with respect to such Payment Date
          and
          any prior Payment Dates over (b) the amount actually paid to such Class
          of Notes
          with respect to interest on such Payment Dates and (ii) interest thereon
          (to the
          extent permitted by applicable law) at the applicable Note Interest Rate
          for
          such Class for the related Accrual Period including the Accrual Period
          relating
          to such Payment Date.

         

        Interest
          Coverage Account: Either of the Group II Interest Coverage Account or the
          Group III Interest Coverage Account.

         

        Interest
          Determination Date: The second LIBOR Business Day preceding the related
          Payment Date on which such Accrual Period commences.

         

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

         

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

         

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

         

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

         

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

         

        Intervening
          Assignments: The original intervening assignments of the Mortgage, notices
          of transfer or equivalent instrument.

         

        Invested
          Amount: With respect to any Payment Date, the aggregate Stated Principal
          Balance of the Group I HELOCs reduced by the aggregate Certificate Principal
          Balance of the Class I-S Certificates, if any.

         

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

         

        IRS:
          The Internal Revenue Service.

         

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

         

        Issuing
          Entity:  Bear Stearns Second Lien Trust 2007-1, a Delaware
          statutory trust, or its successor in interest.

         

        LaSalle:
          LaSalle Bank National Association, and its successors and assigns.

         

        LaSalle
          Custodial Agreement: The custodial agreement, dated as of April 30, 2007,
          among the Indenture Trustee, the Sponsor, the Master Servicer, the Depositor
          and
          LaSalle, relating to the Bear Stearns Second Lien Trust 2007-1, Mortgage-Backed
          Notes, Series 2007-1.

         

        Latest
          Possible Maturity Date: With respect to the Group I HELOCs, January 25, 2037
          and with respect to the Group II Mortgage Loans and Group III Mortgage
          Loans,
          August 25, 2037. For purposes of the Treasury regulations under Sections
          860A
          through 860G of the Code, the latest possible maturity date of the REMIC
          I
          Regular Interests and each Regular Interest issued by REMIC V the ownership
          of
          which is represented by the Group I Notes and Class I-E Certificates shall
          be
          the Latest Possible Maturity Date specified for the Group I HELOCs, and
          the
          latest possible maturity date of the REMIC II Regular Interests, REMIC
          III
          Regular Interests, REMIC IV Regular Interests and each Regular Interest
          issued
          by REMIC V the ownership of which is represented by the Group II Notes,
          the
          Group III Notes and the Class C Certificates and the Class IO Interests
          shall be
          the Latest Possible Maturity Date specified for the Group II Mortgage Loans
          and
          Group III Mortgage Loans.

         

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

         

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

         

        Liquidation
          Date: Any of the Group I Liquidation Date, the Group II Liquidation Date
          or
          the Group III Liquidation Date.

         

        Liquidation
          Expenses: Any of the Group I Liquidation Expenses, the Group II Liquidation
          Expenses or the Group III Liquidation Expenses.

         

        Liquidation
          Proceeds: Any of the Group I Liquidation Proceeds, the Group II Liquidation
          Proceeds or the Group III Liquidation Proceeds.

         

        Loan
          Group: Any of Loan Group I, Loan Group II or Loan Group III

         

        Loan
          Group I: All of the Group I HELOCs.

         

        Loan
          Group II: All of the Group II Mortgage Loans.

         

        Loan
          Group III: All of the Group III Mortgage Loans.

         

        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.

         

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

         

        Majority
          Securityholders: With respect to the Notes of each Loan Group, the Note
          Insurer or, if a Note Insurer Default has occurred and is continuing, the
          holder
          or holders of in excess of 50% of the balance of the related group of Notes
          and
          following the reduction of the aggregate balance of the related group of
          Notes
          to zero, the holders of related Residual Certificates (voting collectively
          as a
          single class).

         

        Margin:
          With respect to any Payment Date on or prior to the first possible related
          Optional Termination Date and (i) with respect to the Class I-A Notes and,
          for
          purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-A,
          0.190% per annum, (ii) with respect to the Class I-M-1 Notes and, for purposes
          of the definition of “Formula Rate”, REMIC I Regular Interest I-M-1, 1.150% per
          annum, (iii) with respect to the Class I-M-2 Notes and, for purposes of
          the
          definition of “Formula Rate”, REMIC I Regular Interest I-M-2, 1.700% per annum,
          (iv) with respect to the Class I-M-3 Notes and, for purposes of the definition
          of “Formula Rate”, REMIC I Regular Interest I-M-3, 1.900% per annum, (v) with
          respect to the Class I-M-4 Notes and, for purposes of the definition of
“Formula
          Rate”, REMIC I Regular Interest I-M-4, 2.500% per annum, (vi) with respect to
          the Class I-B-1 Notes and, for purposes of the definition of “Formula Rate”,
          REMIC I Regular Interest I-B-1, 2.750% per annum, (vii) with respect to
          the
          Class I-B-2 Notes and, for purposes of the definition of “Formula Rate”, REMIC I
          Regular Interest I-B-2, 3.000% per annum, (viii) with respect to the Class
          I-B-3
          Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular
          Interest I-B-3, 3.000% per annum, (ix) with respect to the Class I-B-4
          Notes
          and, for purposes of the definition of “Formula Rate”, REMIC I Regular Interest
          I-B-4, 3.000% per annum, (x) with respect to the Class II-A Notes and,
          for
          purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-A,
          0.220% per annum, (xi) with respect to the Class II-M-1 Notes and, for
          purposes
          of the definition of “Formula Rate”, REMIC IV Regular Interest II-M-1, 1.250%
          per annum, (xii) with respect to the Class II-M-2 Notes and, for purposes
          of the
          definition of “Formula Rate”, REMIC IV Regular Interest II-M-2, 1.750% per
          annum, (xiii) with respect to the Class II-M-3 Notes and, for purposes
          of the
          definition of “Formula Rate”, REMIC IV Regular Interest II-M-3, 2.500% per annum
          and (xiv) with respect to the Class II-M-4 Notes and, for purposes of the
          definition of “Formula Rate”, REMIC IV Regular Interest II-M-4, 3.000% per
          annum, (xv) with respect to the Class II-M-5 Notes and, for purposes of
          the
          definition of “Formula Rate”, REMIC IV Regular Interest II-M-5, 3.000% per
          annum, (xvi) with respect to the Class II-M-6 Notes and, for purposes of
          the
          definition of “Formula Rate”, REMIC IV Regular Interest II-M-6, 3.000% per
          annum, (xvii) with respect to the Class II-B-1 Notes and, for purposes
          of the
          definition of “Formula Rate”, REMIC IV Regular Interest II-B-1, 3.000% per
          annum, (xviii) with respect to the Class III-A Notes and, for purposes
          of the
          definition of “Formula Rate”, REMIC IV Regular Interest III-A, 0.220% per annum,
          (xix) with respect to the Class III-M-1 Notes and, for purposes of the
          definition of “Formula Rate”, REMIC IV Regular Interest III-M-1, 1.000% per
          annum, (xx) with respect to the Class III-M-2 Notes and, for purposes of
          the
          definition of “Formula Rate”, REMIC IV Regular Interest III-M-2, 1.500% per
          annum, (xxi) with respect to the Class III-M-3 Notes and, for purposes
          of the
          definition of “Formula Rate”, REMIC IV Regular Interest III-M-3, 2.500% per
          annum and (xxii) with respect to the Class III-M-4 Notes and, for purposes
          of
          the definition of “Formula Rate”, REMIC IV Regular Interest III-M-4, 2.500% per
          annum, (xxiii) with respect to the Class III-M-5 Notes and, for purposes
          of the
          definition of “Formula Rate”, REMIC IV Regular Interest III-M-5, 2.500% per
          annum, (xxiv) with respect to the Class III-M-6 Notes and, for purposes
          of the
          definition of “Formula Rate”, REMIC IV Regular Interest III-M-6, 2.500% per
          annum and (xxv) with respect to the Class III-B-1 Notes and, for purposes
          of the
          definition of “Formula Rate”, REMIC IV Regular Interest III-B-1, 2.500% per
          annum.

         

         With
          respect to any Payment Date after the first possible related Optional
          Termination Date, the Margin will increase to (i) with respect to the Class
          I-A
          Notes and, for purposes of the definition of “Formula Rate”, REMIC I Regular
          Interest I-A, 0.380% per annum, (ii) with respect to the Class I-M-1 Notes
          and,
          for purposes of the definition of “Formula Rate”, REMIC I Regular Interest
          I-M-1, 1.725% per annum, (iii) with respect to the Class I-M-2 Notes and,
          for
          purposes of the definition of “Formula Rate”, REMIC I Regular Interest I-M-2,
          2.550% per annum, (iv) with respect to the Class I-M-3 Notes and, for purposes
          of the definition of “Formula Rate”, REMIC I Regular Interest I-M-3, 2.850% per
          annum, (v) with respect to the Class I-M-4 Notes and, for purposes of the
          definition of “Formula Rate”, REMIC I Regular Interest I-M-4, 3.750% per annum,
          (vi) with respect to the Class I-B-1 Notes and, for purposes of the definition
          of “Formula Rate”, REMIC I Regular Interest I-B-1, 4.125% per annum, (vii) with
          respect to the Class I-B-2 Notes and, for purposes of the definition of
“Formula
          Rate”, REMIC I Regular Interest I-B-2, 4.500% per annum, (viii) with respect
          to
          the Class I-B-3 Notes and, for purposes of the definition of “Formula Rate”,
          REMIC I Regular Interest I-B-3, 4.500% per annum, (ix) with respect to
          the Class
          I-B-4 Notes and, for purposes of the definition of “Formula Rate”, REMIC I
          Regular Interest I-B-4, 4.500% per annum, (x) with respect to the Class
          II-A
          Notes and, for purposes of the definition of “Formula Rate”, REMIC IV Regular
          Interest II-A, 0.440% per annum, (xi) with respect to the Class II-M-1
          Notes
          and, for purposes of the definition of “Formula Rate”, REMIC IV Regular Interest
          II-M-1, 1.875% per annum, (xii) with respect to the Class II-M-2 Notes
          and, for
          purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-M-2,
          2.625% per annum, (xiii) with respect to the Class II-M-3 Notes and, for
          purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-M-3,
          3.750% per annum and (xiv) with respect to the Class II-M-4 Notes and,
          for
          purposes of the definition of “Formula Rate”, REMIC IV Regular Interest II-M-4,
          4.500% per annum, (xv) with respect to the Class II-M-5 Notes and, for
          purposes
          of the definition of “Formula Rate”, REMIC IV Regular Interest II-M-5, 4.500%
          per annum, (xvi) with respect to the Class II-M-6 Notes and, for purposes
          of the
          definition of “Formula Rate”, REMIC IV Regular Interest II-M-6, 4.500% per
          annum, (xvii) with respect to the Class II-B-1 Notes and, for purposes
          of the
          definition of “Formula Rate”, REMIC IV Regular Interest II-B-1, 4.500% per
          annum, (xviii) with respect to the Class III-A Notes and, for purposes
          of the
          definition of “Formula Rate”, REMIC IV Regular Interest III-A, 0.440% per annum,
          (xix) with respect to the Class III-M-1 Notes and, for purposes of the
          definition of “Formula Rate”, REMIC IV Regular Interest III-M-1, 1.500% per
          annum, (xx) with respect to the Class III-M-2 Notes and, for purposes of
          the
          definition of “Formula Rate”, REMIC IV Regular Interest III-M-2, 2.250% per
          annum, (xxi) with respect to the Class III-M-3 Notes and, for purposes
          of the
          definition of “Formula Rate”, REMIC IV Regular Interest III-M-3, 3.750% per
          annum and (xxii) with respect to the Class III-M-4 Notes and, for purposes
          of
          the definition of “Formula Rate”, REMIC IV Regular Interest III-M-4, 3.750% per
          annum, (xxiii) with respect to the Class III-M-5 Notes and, for purposes
          of the
          definition of “Formula Rate”, REMIC IV Regular Interest III-M-5, 3.750% per
          annum, (xxiv) with respect to the Class III-M-6 Notes and, for purposes
          of the
          definition of “Formula Rate”, REMIC IV Regular Interest III-M-6, 3.750% per
          annum and (xxv) with respect to the Class III-B-1 Notes and, for purposes
          of the
          definition of “Formula Rate”, REMIC IV Regular Interest III-B-1, 3.750% per
          annum.

         

        Master
          Servicer: LaSalle Bank National Association, and its successors and
          assigns.

         

        Master
          Servicer Collection Account: The trust account or accounts created and
          maintained pursuant to Section 5.05 of the Sale and Servicing Agreement.
          The
          Master Servicer Collection Account shall be an Eligible Account.

         

        Master
          Servicer Compensation: As defined in Section 4.13 of the Sale and Servicing
          Agreement.

         

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

         

        Master
          Servicing Fee:  As to any Mortgage Loan and Payment Date, an
          amount equal to the product of (i) the Stated Principal Balance of such
          Mortgage
          Loan as of the Due Date in the preceding calendar month and (ii) 1/12 of
          the
          Master Servicing Fee Rate.

         

        Master
          Servicing Fee Rate: 0.0025% per annum.

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        Mortgage
          Loan: The Group I HELOCs, Group II Mortgage Loans and Group III Mortgage
          Loans.

         

        Mortgage
          Loan Purchase Agreement: The Mortgage Loan Purchase Agreement, dated as of
          April 30, 2007, between EMC Mortgage Corporation, as seller, and Bear Stearns
          Asset Backed Securities I LLC, as purchaser, and all amendments thereof
          and
          supplements thereto, attached to the Sale and Servicing Agreement as Exhibit
          E.

         

        Mortgage
          Loan Schedule: The schedule, attached as Exhibit A to the Sale and Servicing
          Agreement with respect to the Mortgage Loans.

         

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

         

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

         

        Mortgagor:
          The obligor on a Mortgage Note.

         

        Net
          Collections: With respect to any related Group I Charged-Off HELOC, an
          amount equal to all payments on account of interest and principal on such
          Group
          I HELOC.

         

        Net
          Liquidation Proceeds: With respect to any Group I Charged-Off HELOC,
          Liquidation Proceeds and Subsequent Recoveries net of unreimbursed advances
          by
          the related Servicer, expenses incurred by the Servicer in connection with
          the
          liquidation of such Group I HELOC and the related Mortgaged Property, and
          any
          other amounts payable to the related Servicer under the related Servicing
          Agreement.

         

        Net
          Rate or Net Mortgage Rate: For any Mortgage Loan, the then applicable
          Mortgage Rate thereon less the sum of (i) the Servicing Fee Rate and (ii)
          the
          Master Servicing Fee Rate.

         

        Net
          Swap Payment:  Any of the Group II Net Swap Payment or the Group
          III Net Swap Payment.

         

        Note:
          Any of the Group I, Group II or Group III Notes..

         

        Noteholder:
          Any of the Group I Noteholder, Group II Noteholder or Group III
          Noteholder.

         

        Note
          Insurer:  Ambac Assurance Corporation.

         

        Note
          Insurer Default:  The existence and continuance of any of the
          following: (a) a failure by the Note Insurer to make a payment required
          under
          the Policy in accordance with its terms; or (b) the Note Insurer (A) files
          any
          petition or commences any case or proceeding under any provision or chapter
          of
          the Bankruptcy Code or any other similar federal or state law relating
          to
          insolvency, bankruptcy, rehabilitation, liquidation or reorganization,
          (B) makes
          a general assignment for the benefit of its creditors, or (C) has an order
          for
          relief entered against it under the Bankruptcy Code or any other similar
          federal
          or state law relating to insolvency, bankruptcy, rehabilitation, liquidation
          or
          reorganization which is final and nonappealable.

         

        Note
          Interest Rate: With respect to each Group I Note and, for purposes of the
          definitions of “Group I Marker Rate” and “Group I Maximum Uncertificated Accrued
          Interest Deferral Amount”, each REMIC I Regular Interest  for which
          such Group I Note is the Corresponding Note, is the lesser of (a) the related
          Formula Rate and (b) the related Group I Net WAC Cap Rate.  With
          respect to each Group II Note and Group III Note, the least of (x) the
          related
          Formula Rate, (y) 11.00% per annum and (z) the related Net WAC Cap
          Rate

         

        Note
          Owner: The Beneficial Owner of a Note.

         

        Note
          Principal Balance: With respect to any Group I Note as of any Payment Date,
          will equal such Note’s initial principal balance on the Closing Date, as reduced
          by (i) all amounts distributed on previous Payment Dates on such Note with
          respect to principal, (ii) the principal portion of all Group I Charge-Off
          Amounts allocated prior to such Payment Date to such Note, plus any Group
          I
          Subsequent Recoveries added to the Note Principal Balance of such Note.
          With
          respect to the Group II Notes as of any Payment Date, will equal such Note’s
          initial principal balance on the Closing Date, as reduced by (i) all amounts
          distributed on previous Payment Dates on such Note with respect to principal,
          (ii) the principal portion of all related Realized Loss amounts allocated
          prior
          to such Payment Date to such Note (to the extent not covered by the Policy),
          plus any Group II Subsequent Recoveries added to the Note Principal Balance
          of
          such Note (to the extent not used to reimburse the Note Insurer for previous
          draws on the Policy). With respect to the Group III Notes as of any Payment
          Date, will equal such Note’s initial principal balance on the Closing Date, as
          reduced by (i) all amounts distributed on previous Payment Dates on such
          Note
          with respect to principal, (ii) the principal portion of all related Realized
          Loss amounts allocated prior to such Payment Date to such Note (to the
          extent
          not covered by the Policy), plus any Group III Subsequent Recoveries added
          to
          the Note Principal Balance of such Note (to the extent not used to reimburse
          the
          Note Insurer for previous draws on the Policy). With respect to any Class
          of
          Note, the Note Principal Balance thereof shall be equal to the sum of the
          Note
          Principal Balances of all Outstanding Notes of such Class.

         

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

         

        Note
          Registrar: The Securities Administrator, in its capacity as Note Registrar,
          or any successor to the Securities Administrator in such capacity.

         

        Notional
          Amount:  Any of the Class I-E Notional Amount, Class II-C
          Certificate Notional Amount or Class III-C Certificate Notional
          Amount.

         

        Officer’s
          Certificate: With respect to the Master Servicer, a certificate signed by
          the President, Managing Director, a Director, a Vice President or an Assistant
          Vice President, of the Master Servicer and delivered to the Indenture Trustee
          or
          the Securities Administrator, as applicable. With respect to the Issuer,
          a
          certificate signed by any Authorized Officer of the Issuer or a Responsible
          Officer of the Securities Administrator, under the circumstances described
          in,
          and otherwise complying with, the applicable requirements of Section 11.01
          of
          the Indenture, and delivered to the Indenture Trustee. Unless otherwise
          specified, any reference in the Indenture to an Officer’s Certificate shall be
          to an Officer’s Certificate of any Responsible Officer of the Securities
          Administrator.

         

        One-Month
          LIBOR: With respect to any Accrual Period other than the first Accrual
          Period, the rate determined by the Securities Administrator on the related
          Interest Determination Date on the basis of the London interbank offered
          rate
          for one-month United States dollar deposits, as such rates appear on the
          Telerate Screen Page 3750, as of 11:00 a.m. (London time) on such Interest
          Determination Date; provided that the parties hereto acknowledge that One-Month
          LIBOR for the first Accrual Period shall equal 5.320% per annum.

         

        In
          the
          event that on any Interest Determination Date, Telerate Screen 3750 fails
          to
          indicate the London interbank offered rate for one-month United States
          dollar
          deposits, then One-Month LIBOR for the related Interest Accrual Period
          will be
          established by the Securities Administrator as follows:

         

        1.  If
          on
          such Interest Determination Date two or more Reference Banks provide such
          offered quotations, One-Month LIBOR for the related Accrual Period shall
          be the
          arithmetic mean of such offered quotations (rounded upwards if necessary
          to the
          nearest whole multiple of 1/16%).

         

        2.  If
          on
          such Interest Determination Date fewer than two Reference Banks provide
          such
          offered quotations, One-Month LIBOR for the related Accrual Period shall
          be the
          higher of (i) One-Month LIBOR as determined on the previous Interest
          Determination Date and (ii) the Reserve Interest Rate.

         

        The
          establishment of One-Month LIBOR on each Interest Determination Date by
          the
          Securities Administrator and the Securities Administrator’s calculation of the
          rate of interest applicable for the related Accrual Period shall (in the
          absence
          of manifest error) be final and binding.

         

        Opinion
          of Counsel:  A written opinion of counsel acceptable to the
          Indenture Trustee (and Owner Trustee, if applicable) and the Note Insurer
          which
          counsel may be in-house counsel for the Depositor or the Sponsor if acceptable
          to the Indenture Trustee (and Owner Trustee, if applicable), the Note Insurer
          and the Rating Agencies or outside counsel for the Depositor, the Sponsor,
          the
          Issuer or the Master Servicer, as the case may be.

         

        Optional
          Termination Date: Any of the Group I Optional Termination Date, the Group II
          Optional Termination Date or the Group III Optional Termination
          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. In the case of a refinancing, Original Value
          shall
          be the Appraised Value.

         

        Originator:  Any
          originator of the Mortgage Loans.

         

        Outstanding:
          With respect to the Notes, as of the date of determination, all Notes
          theretofore executed, authenticated and delivered under this Indenture
          except:

         

        (i)           Notes
          theretofore canceled by the Note Registrar or delivered to the Securities
          Administrator for cancellation; and

         

        (ii)           Notes
          in exchange for or in lieu of which other Notes have been executed,
          authenticated and delivered pursuant to the Indenture unless proof satisfactory
          to the Securities Administrator is presented that any such Notes are held
          by a
          holder in due course;

         

        provided,
          Notes that have been paid with proceeds of the Policy will be considered
          outstanding for purposes of Section 4.12 of the Indenture.

         

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

         

        Overcollateralization
          Amount: Any of the Group I Overcollateralization Amount, the Group II
          Overcollateralization Amount or the Group III Overcollateralization
          Amount.

         

        Overcollateralization
          Target Amount: Any of the Group I Overcollateralization Target Amount, the
          Group II Overcollateralization Target Amount or the Group III
          Overcollateralization Target Amount.

         

        Owner
          Trust Estate: The corpus of the Issuer created by the Trust Agreement which
          consists of items referred to in Section 3.01 of the Trust
          Agreement.

         

        Owner
          Trustee: Wilmington Trust Company, acting not in its individual capacity but
          solely as owner trustee under the Trust Agreement, and its successors and
          assigns or any successor owner trustee appointed pursuant to the terms
          of the
          Trust Agreement.

         

        Paying
          Agent: Any paying agent or co-paying agent appointed under the Indenture,
          which initially shall be the Securities Administrator.

         

        Payment
          Account: The trust account or accounts created and maintained pursuant to
          Section 3.01 of the Indenture, which shall be denominated LaSalle Bank
          National
          Association, as Securities Administrator f/b/o holders of Bear Stearns
          Second
          Lien Trust 2007-1, Mortgage-Backed Notes, Series 2007-1 - Payment Account.” The
          Payment Account shall be an Eligible Account.

         

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

         

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

         

        Percentage
          Interest: With respect to any Note, the percentage obtained by dividing the
          Note Principal Balance or the Notional Amount, as applicable, of such Note
          by
          the aggregate Note Principal Balances of all Notes of that Class. With
          respect
          to any Certificate, the percentage as stated on the face thereof.

         

        Periodic
          Rate Cap: With respect to any Mortgage Loan, the maximum rate, if any, by
          which the Mortgage Rate on such Mortgage Loan can adjust on any Adjustment
          Date,
          as stated in the related Mortgage Note or Mortgage.

         

        Permitted
          Investments: Any one or more of the following obligations or securities held
          in the name of the Indenture Trustee for the benefit of the Noteholders
          and the
          Note Insurer or in the name of the Securities Administrator for the benefit
          of
          the Certificateholders:

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

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

         

        Piggyback
          Loan: With respect to a second lien Mortgage Loan originated by the same
          originator to the same borrower at the same time as the first lien Mortgage
          Loan, each secured by the same mortgaged property.

         

        Plan:
          Any employee benefit plan or certain other retirement plans and arrangements,
          including individual retirement accounts and annuities, Keogh plans and
          bank
          collective investment funds and insurance company general or separate accounts
          in which such plans, accounts or arrangements are invested, that are subject
          to
          ERISA or Section 4975 of the Code.

         

        Plan
          Assets: Assets of a Plan within the meaning of Department of Labor
          regulation 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of
          ERISA.

         

        Policy:
          The financial guaranty insurance policy (No. AB1075BE) with respect to
          the Class
          A Notes and all endorsements thereto, if any, dated the Closing Date, issued
          by
          the Note Insurer for the benefit of the holders of the Class A Notes
          only.

         

        Pool
          Balance: With respect to any date of determination, the aggregate of the
          Stated Principal Balances of all Mortgage Loans as of such date.

         

        Premium
          Amount:  With respect to the Class I-A, Class II-A or Class III-A
          Notes, the amount of premium due to the Note Insurer calculated based on
          the
          product of the Premium Percentage and the Note Principal Balance of such
          Class A
          Notes, as applicable, as of the immediately preceding Payment Date, based
          on a
          360-day year consisting of twelve 30-day months; provided, that, on the
          first
          Payment Date, the amount of premium due with respect to each Class A Note
          shall
          be the product of the Premium Percentage and the Note Principal Balance
          of the
          related Class A Notes as of the Closing Date.

         

        Premium
          Percentage: 0.200% per annum.

         

        Prepayment
          Assumption:  A specified CPR and a Constant Draw Rate of
          10%.

         

        Prepayment
          Charges: With respect to any Mortgage Loan, are charges incurred by the
          related mortgagor pursuant to the related Mortgage Loan documents under
          certain
          circumstances and in connection with a prepayment of the Mortgage Loan
          during
          periods up to five years after the Mortgage Loan was originated. Prepayment
          Charges collected with respect to any Group II Mortgage Loan or Group III
          Mortgage Loan will be distributed to holders of the related Class C Certificates
          and will not be available to make payments on the related Notes.

         

        Prepayment
          Charge Waiver Amount: Any amount received by the Master Servicer in respect
          of waived Prepayment Charges related to the Group II Mortgage Loans or
          Group III
          Mortgage Loans, as applicable.

         

        Prepayment
          Interest Shortfalls: With respect to any Payment Date, for each Group II
          Mortgage Loan or Group III Mortgage Loan that was the subject of a partial
          Principal Prepayment during the related Prepayment Period, or a Principal
          Prepayment in full during the related Prepayment Period, or that became
          a
          Liquidated Loan during the prior calendar month, (other than a Principal
          Prepayment in full resulting from the purchase of a Mortgage Loan pursuant
          to
          Sections 3.08  and 8.06 hereof and Sections 2.02 and 8.10 of the Sale
          and Servicing Agreement), the amount, if any, by which (i) one month’s interest
          at the applicable Net Mortgage Rate on the Stated Principal Balance of
          such
          Group II Mortgage Loan or Group III Mortgage Loan immediately prior to
          such
          Principal Prepayment (or liquidation) or in the case of a partial Principal
          Prepayment on the amount of such prepayment (or Liquidation Proceeds) exceeds
          (ii) the amount of interest paid or collected in connection with such Principal
          Prepayment or such Liquidation Proceeds less the sum of (a) the Master
          Servicing
          Fee and (b) the Servicing Fee.

         

        Prepayment
          Period: With respect to a Payment Date and (i) each EMC Mortgage Loan (not
          including any Group I HELOC), for each Principal Prepayment in full, the
          period
          commencing on the 16th day
          of the month
          prior to the month in which the related Payment Date occurs (or with respect
          to
          the first Payment Date, the period commencing on the cut-off date) and
          ending on
          the 15th day
          of
          the month in which such Payment Date occurs and for each partial Principal
          Prepayment, the calendar month prior to the month in which such Payment
          Date
          occurs and (ii) any other Mortgage Loan (not including any Group I HELOC),
          the
          period set forth in the related Servicing Agreement.

         

        Principal
          Funds: With respect to each of Group II and Group III and any Payment Date,
          (1) the sum, without duplication, of (a) all scheduled principal collected
          on
          the Mortgage Loans in the related Loan Group during the related Due Period
          or
          advanced on or before the servicer advance date (b) all Advances relating
          to
          principal with respect to the Mortgage Loans in the related Group made
          on or
          before the Payment Account Deposit Date, (c) Principal Prepayments exclusive
          of
          prepayment charges or penalties collected on the Mortgage Loans in the
          related
          Loan Group during the related Prepayment Period, (d) the Stated Principal
          Balance of each Mortgage Loan in the related Loan Group that was repurchased
          by
          EMC pursuant to Sections 2.02, 2.03 and by EMC pursuant to Section 3.05
          of the
          Sale and Servicing Agreement, (e) the aggregate of all Substitution Adjustment
          Amounts on the Mortgage Loans in the related Loan Group for the related
          Determination Date in connection with the substitution of any Mortgage
          Loans
          pursuant to Section 2.03(d) of the Sale and Servicing Agreement, (f) all
          Liquidation Proceeds and Subsequent Recoveries collected on the Mortgage
          Loans
          in the related Loan Group during the prior calendar month (to the extent
          such
          Liquidation Proceeds and Subsequent Recoveries relate to principal), in
          each
          case to the extent remitted by the Master Servicer to the
          Payment  Account pursuant to this Agreement, (g) with respect to Loan
          Group II, any Group II Remaining Pre-Funded Amounts after the Group II
          Pre-Funding Period, (h) with respect to Loan Group III, any Group III Remaining
          Pre-Funded Amounts after the Group III Pre-Funding Period, (i) the principal
          portion of the purchase price of the assets of the trust related to such
          loan
          group upon the exercise by the Majority Holder of the related Class C
          Certificates of its optional termination right; minus (i) any amounts
          required to be reimbursed to the Seller, the Master Servicer, the Indenture
          Trustee, the related Supplemental Interest Trust Trustee or the Swap
          Administrator as provided in the Indenture, and (ii) any related Net Swap
          Payments or related Swap Termination Payments not due to a Swap Provider
          Trigger
          Event owed to the related Swap Provider (to the extent not paid by the
          Swap
          Administrator from any upfront payment received pursuant to any replacement
          interest rate swap agreement that may be entered into by the related
          Supplemental Interest Trust Trustee), to the extent remaining unpaid from
          any
          previous Payment Date, in each case to the extent not covered by the Interest
          Funds for such Loan Group.

         

        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 Excess Liquidation
          Proceeds. Partial Principal Prepayments shall be applied by the Company
          or the
          related Servicer, as appropriate, in accordance with the terms of the related
          Mortgage Note

         

        Proceeding:
          Any suit in equity, action at law or other judicial or administrative
          proceeding.

         

        Protected
          Account: The trust account or accounts created and maintained by each
          Servicer pursuant to the related Servicing Agreement or the Sale and Servicing
          Agreement, as applicable.  Each Protected Account shall be an Eligible
          Account.

         

        Purchaser:
          Bear Stearns Asset Backed Securities I LLC, a Delaware limited liability
          company, and its successors and assigns.

         

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

         

        Rating
          Agency:  Any nationally recognized statistical rating
          organization, or its successor, that rated the Notes at the request of
          the
          Depositor at the time of the initial issuance of the Notes. Initially,
          Standard
& Poor’s and Moody’s. If such organization or a successor is no longer in
          existence, “Rating Agency” with respect to the Notes shall be such nationally
          recognized statistical rating organization, or other comparable Person,
          designated by the Depositor, notice of which designation shall be given
          to the
          Securities Administrator, the Indenture Trustee, the Note Insurer and Master
          Servicer. References herein to the highest short term unsecured rating
          category
          of a Rating Agency shall mean A-1 or better in the case of Standard &
Poor’s, P-1 in the case of Moody’s and in the case of any other Rating Agency
          shall mean such equivalent ratings. References herein to the highest long-term
          rating category of a Rating Agency shall mean “AAA” in the case of Standard
& Poor’s, “Aaa” in the case of Moody’s and in the case of any other Rating
          Agency, such equivalent rating.

         

        Rating
          Confirmation:  A letter from each Rating Agency then providing a
          rating for any of the Notes at the request of the Issuer confirming that
          the
          action proposed to be taken by the Issuer will not, in and of itself, result
          in
          a downgrade of any of the ratings then applicable to the Notes (without
          regard
          to the Policy), or cause any Rating Agency to suspend or withdraw the Ratings
          then applicable to the Notes (without regard to the Policy).

         

        Realized
          Loss: The excess of the unpaid Stated Principal Balance of a defaulted
          Group
          II Mortgage Loan or Group III Mortgage Loan, as applicable, plus accrued
          and
          unpaid interest thereon at the Mortgage Rate to the extent not advanced
          by the
          related Servicer through the last day of the month of liquidation over
          the net
          Liquidation Proceeds with respect thereto. With respect to any Mortgage
          Loan
          that has been modified upon a default or reasonably foreseeable default,
          (a)(1)
          the amount by which the monthly payment of such Mortgage Loan has been
          reduced,
          (2) the sum of any other amounts owing under the Mortgage Loan that were
          forgiven and (3) servicing advances that are forgiven and are reimbursable
          to
          the related Servicer, and (b) any such amount with respect to a monthly
          payment
          that was or would have been due in the month immediately following the
          month in
          which a Principal Prepayment or the purchase price of such Mortgage Loan
          is
          received or is deemed to have been received and not paid due to such
          modification.  To the extent that the related Servicer or the Master
          Servicer receives Subsequent Recoveries with respect to any Mortgage Loan,
          the
          amount of the Realized Loss with respect to that Mortgage Loan will be
          reduced
          to the extent that such recoveries are applied to reduce the Note Principal
          Balance of any related Class of Notes on any Payment Date. 

         

        Recordation
          Event:  Any of (i) the resignation of a Servicer, (ii) the
          occurrence of an Event of Servicer Termination, or (iii) the occurrence
          of a
          bankruptcy, insolvency or foreclosure relating to a Servicer; provided,
          that any Recordation Event may be waived by the Majority
          Securityholders.

         

        Record
          Date: With respect to any Class of Notes, the business day preceding the
          applicable Payment Date so long as such Class of Notes is in book-entry
          form;
          and otherwise, the Record Date shall be the close of business on the last
          business day of the month immediately preceding the month of the applicable
          Payment Date.

         

        Reference
          Banks: Any leading banks engaged in transactions in Eurodollar deposits
          in
          the international Eurocurrency market (i) with an established place of
          business
          in London, (ii) whose quotations appear on the Telerate Screen Page 3750
          on the
          Interest Determination Date, (iii) which have been designated as such by
          the
          Securities Administrator and (iv) which are not Affiliates of the Depositor
          or
          the Sponsor.

         

        Registered
          Holder: The Person in whose name a Note is registered in the Note Register
          on the applicable Record Date.

         

        Regular
          Certificates: Any of the Class I-E Certificates or Class C
          Certificates.

         

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

         

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

         

        Related
          Documents: With respect to each Mortgage Loan, the documents specified in
          Section 2.01(d)(i)-(viii) of the Sale and Servicing Agreement, and any
          documents
          required to be added to such documents pursuant to the Sale and Servicing
          Agreement, the Trust Agreement, the Indenture or the Mortgage Loan Purchase
          Agreement.

         

        Release:
          The Federal Reserve Board’s statistical Release No. H.15(519).

         

        Relief
          Act: Servicemembers Civil Relief Act.

         

        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.

         

        Relief
          Act Shortfalls: Interest
          shortfalls resulting from the application of the Relief Act or any similar
          state
          law.

         

        Remaining
          Excess Spread:  Any of the Group II Remaining Excess Spread or
          Group III Remaining Excess Spread

         

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

         

        REMIC
          I:  The segregated pool of assets described in Section 10.01 of
          the Indenture.

        


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

         

        REMIC
          I Overcollateralization Amount:  With respect to any date of
          determination, (i) 1.00% of the aggregate Uncertificated Principal Balance
          of
          the REMIC I Regular Interests minus (ii) the aggregate Uncertificated Principal
          Balance of each REMIC I Regular Interest for which a Group I Note is the
          Corresponding Note, in each case, as of such date of determination.

         

        REMIC
          I Required Overcollateralization Amount:  1.00% of the Group I
          Overcollateralization Target Amount.

         

        REMIC
          I Principal Loss Allocation Amount:  With respect to any Payment
          Date, an amount equal to the product of (i) the Invested Amount and REO
          Properties related to the Group I HELOCs then outstanding and (ii) 1 minus
          a
          fraction, the numerator of which is two (2) times the aggregate Uncertificated
          Principal Balance of each REMIC I Regular Interest for which a Group I
          Note is
          the Corresponding Note, and the denominator of which is the aggregate
          Uncertificated Principal Balance of each REMIC I Regular Interest for which
          a
          Group I Note is the Corresponding Note and REMIC I Regular Interest
          ZZ.

        


        REMIC
          I Regular Interest:  Any of the separate non-certificated
          beneficial ownership interests in REMIC I issued hereunder and designated
          as a
          Regular Interest in REMIC I. Each REMIC I Regular Interest shall accrue
          interest
          at the related Uncertificated REMIC I Pass-Through Rate in effect from
          time to
          time, and shall be entitled to payments of principal, subject to the terms
          and
          conditions hereof, in an aggregate amount equal to its initial Uncertificated
          Principal Balance as set forth in the Section 10.01 of the Indenture. The
          designations for the respective REMIC I Regular Interests are set forth
          in
          Section 10.01 of the Indenture.

        


        REMIC
          II:  The segregated pool of assets described in Section 10.01 of
          the Indenture.

        


        REMIC
          II Regular Interest:  Any of the separate non-certificated
          beneficial ownership interests in REMIC II issued hereunder and designated
          as a
          Regular Interest in REMIC II. Each REMIC II Regular Interest shall accrue
          interest at the related Uncertificated REMIC II Pass-Through Rate in effect
          from
          time to time, and shall be entitled to payments of principal, subject to
          the
          terms and conditions hereof, in an aggregate amount equal to its initial
          Uncertificated Principal Balance as set forth in the Section 10.01 of the
          Indenture. The designations for the respective REMIC II Regular Interests
          are
          set forth in Section 10.01 of the Indenture.

        


        REMIC
          III:  The segregated pool of assets described in Section 10.01 of
          the Indenture.

        


        REMIC
          III Regular Interest:  Any of the separate non-certificated
          beneficial ownership interests in REMIC III issued hereunder and designated
          as a
          Regular Interest in REMIC III. Each REMIC III Regular Interest shall accrue
          interest at the related Uncertificated REMIC III Pass-Through Rate in effect
          from time to time, and shall be entitled to payments of principal, subject
          to
          the terms and conditions hereof, in an aggregate amount equal to its initial
          Uncertificated Principal Balance as set forth in the Section 10.01 of the
          Indenture. The designations for the respective REMIC III Regular Interests
          are
          set forth in Section 10.01 of the Indenture.

        


        REMIC
          IV:  The segregated pool of assets described in Section 10.01 of
          the Indenture.

        


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

         

        REMIC
          IV Group II Overcollateralization Amount:  With respect to any
          date of determination, (i) 1.00% of the aggregate Uncertificated Principal
          Balance of the REMIC IV Group II Regular Interests minus (ii) the aggregate
          Uncertificated Principal Balance of each REMIC IV Group II Regular Interest
          for
          which a Group II Note is the Corresponding Note, in each case, as of such
          date
          of determination.

         

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

        


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

        


        REMIC
          IV Group II Regular Interest: Any of REMIC IV Regular Interests II-AA, II-A,
          II-M-1, II-M-2, II-M-3, II-M-4, II-M-5, II-M-6, II-B-1, II-IO and
          II-ZZ.

        


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

         

        REMIC
          IV Group III Overcollateralization Amount:  With respect to any
          date of determination, (i) 1.00% of the aggregate Uncertificated Principal
          Balance of the REMIC IV Group III Regular Interests minus (ii) the aggregate
          Uncertificated Principal Balance of each REMIC IV Group III Regular Interest
          for
          which a Group III Note is the Corresponding Note, in each case, as of such
          date
          of determination.

         

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

        


        REMIC
          IV Group III Regular Interest: Any of REMIC IV Regular Interests III-AA,
          III-A, III-M-1, III-M-2, III-M-3, III-M-4, III-M-5, III-M-6, III-B-1, III-IO
          and
          III-ZZ.

         

        REMIC
          IV Regular Interest:  Any of the separate non-certificated
          beneficial ownership interests in REMIC IV issued hereunder and designated
          as a
          Regular Interest in REMIC IV. Each REMIC IV Regular Interest shall accrue
          interest at the related Uncertificated REMIC IV Pass-Through Rate in effect
          from
          time to time, and (except for REMIC IV Regular Interests II-IO and III-IO)
          shall
          be entitled to payments of principal, subject to the terms and conditions
          hereof, in an aggregate amount equal to its initial Uncertificated Principal
          Balance as set forth in the Section 10.01 of the Indenture. The designations
          for
          the respective REMIC IV Regular Interests are set forth in Section 10.01
          of the
          Indenture. The REMIC IV Regular Interests consist of the REMIC IV Group
          II
          Regular Interests and REMIC IV Group III Regular Interests.

        


         

        REMIC
          V:  The segregated pool of assets described in Section 10.01 of
          the Indenture.

         

        REMIC
          V Regular Interest: The Class IO Interests or any Regular Interest in REMIC
          V the ownership of which is represented by any of the Notes or Regular
          Certificates.

         

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

         

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

         

        REO
          Property: Any of the Group I REO Property or Group II REO
          Property.

         

        Reportable
          Event:  As defined in Section 4.16(a)(iv) of the Sale and
          Servicing Agreement.

         

        Repurchase
          Price: With respect to any Mortgage Loan (or any property acquired with
          respect thereto) required to be repurchased pursuant to the Mortgage Loan
          Purchase Agreement or the Sale and Servicing Agreement, an amount equal
          to the
          sum of (i) 100% of the principal remaining unpaid on such Mortgage Loan
          as of
          the date of repurchase (including if a foreclosure has already occurred,
          the
          principal balance of the related Mortgage Loan at the time the Mortgage
          Property
          was acquired), net of any Servicing Advances attributable to principal
          and
          payable to the repurchaser of the Mortgage Loan if such repurchaser is
          also the
          Servicer of such Mortgage Loan, (ii) accrued and unpaid interest thereon
          at the
          Mortgage Interest Rate through and including the last day of the month
          of
          repurchase, net of any portion of the Servicing Fee and any Servicing Advances
          attributable to interest that is payable to the repurchaser of the Mortgage
          Loan
          if such repurchaser is also the Servicer of such Mortgage Loan, plus (iii)
          any
          costs and damages (if any) incurred by the Trust in connection with any
          violation of such Mortgage Loan of any anti-predatory lending laws.

         

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

         

        Request
          for Release:  A request for release pursuant to the related
          Custodial Agreement.

         

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

         

        Residual
          Certificates:  Any of the Group I Residual Certificates, the Group
          II Residual Certificates or the Group III Residual Certificates.

         

        Residual
          Certificateholders: Any of the Group I Residual Certificateholders, the
          Group II Residual Certificateholders or the Group III Residual
          Certificateholders.

         

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

         

        Responsible
          Officer: With respect to the Securities Administrator, any officer of the
          Securities Administrator with direct responsibility for the administration
          of
          the Indenture and also, with respect to a particular matter, any other
          officer
          to whom such matter is referred because of such officer’s knowledge of and
          familiarity with the particular subject; and with respect to the Indenture
          Trustee, any vice president, assistant vice president, any assistant secretary,
          any assistant treasurer, any associate or any other officer of the Indenture
          Trustee customarily performing functions similar to those performed by
          any of
          the above designated officers who at such time shall be officers to whom,
          with
          respect to a particular matter, such matter is referred because of such
          officer’s knowledge of and familiarity with the particular subject or who shall
          have direct responsibility for the administration of the Indenture or the
          Trust
          Agreement.

         

        60
          Day
          Plus Delinquency Percentage: Any of the Group I 60 Day Plus Delinquency
          Percentage, the Group II 60 Day Plus Delinquency Percentage or the Group
          III 60
          Day Plus Delinquency Percentage.

         

        Sale
          and Servicing Agreement: The Sale and Servicing Agreement, dated as of April
          30, 2007, among the Issuer, the Sponsor, the Indenture Trustee, the Master
          Servicer, the Securities Administrator and the Depositor.

         

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

         

        Sarbanes-Oxley
          Certification: The meaning set forth in Section 4.16(a)(iii) of the Sale and
          Servicing Agreement.

         

        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.

         

        Securities
          Act: The Securities Act of 1933, as amended, and the rules and regulations
          promulgated thereunder.

         

        Securities
          Administrator: LaSalle Bank National Association, or its successor in
          interest, or any successor securities administrator.

         

        Security:
          Any of the Group I, Group II or Group III Security.

         

        Securityholder
          or Holder: Any Noteholder or Certificateholder.

         

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

         

        Seller:
          EMC Mortgage Corporation, and its successors and assigns.

         

        Servicer:
          With respect to the Group I HELOCs, GMACM, GreenPoint or EMC, or its successors
          and assigns. With respect to the Group II Mortgage Loans and Group III
          Mortgage
          Loans, GMACM or EMC, or its successors and assigns.

         

        Servicer
          Remittance Date: With respect to each Mortgage Loan serviced by GMACM or
          GreenPoint, the date set forth in the related Servicing Agreement, and
          with
          respect to each EMC Mortgage Loan, on or before 1:00 p.m. New York City
          time on
          the second Business Day immediately preceding the related Payment
          Date.

         

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

         

        Servicing
          Agreement: Any of the GreenPoint Servicing Agreement, GMACM HELOC Servicing
          Agreement or GMACM Servicing Agreement.

         

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

         

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

         

        Servicing
          Fee Rate: As to any Mortgage Loan, a per annum rate of 0.500%.

         

        Servicing
          Officer: Any officer of the related Servicer involved in, or responsible
          for, the administration and master servicing of the related Mortgage Loan
          whose
          name and specimen signature appear on a list of servicing officers furnished
          to
          the Indenture Trustee by the related Servicer, as such list may be amended
          from
          time to time.

         

        Sponsor:  EMC
          Mortgage Corporation, and its successors and assigns.

         

        Standard
          & Poor’s: Standard & Poor’s, a division of The McGraw-Hill
          Companies, Inc., or its successor in interest.

         

        Stated
          Principal Balance:  With respect to any Mortgage Loan and any
          Payment Date, the principal balance of the Mortgage Loan as of the Cut-off
          date,
          plus the aggregate amount of all Draws conveyed to the Trust in respect
          of a
          Group I HELOC minus all collections credited against the principal balance
          of
          such Group I HELOC in accordance with the related mortgage note and minus
          all
          prior related Charge-Off Amounts.  The Stated Principal Balance of any
          Group I Charged-Off HELOC is equal to zero.

         

        Statutory
          Trust Statute: Chapter 38 of Title 12 of the Delaware Code, 12 Del.
          Code §§3801 etseq., as the same may be amended from time to
          time.

         

        Subordinate
          Notes: The Class I-M-1, Class I-M-2, Class I-M-3 and Class I-M-4
          Notes.

         

        Subsequent
          Cut-off Date: With respect to the Subsequent Mortgage Loans sold to theTrust
          pursuant to a subsequent transfer instrument, the later of (i) the first
          day of
          the month in which the related Subsequent Transfer Date occurs or (ii)
          the date
          of origination of such mortgage loan.

         

        Subsequent
          Mortgage Loan: The Subsequent Mortgage Loans related to Loan Group II and
          Loan Group III transferred to the Trust pursuant to a Subsequent Transfer
          Instrument.

         

        Subsequent
          Mortgage Loan Purchase
          Agreement: The agreement dated as of the Subsequent Transfer Date, between
          EMC Mortgage Corporation, as seller, and Bear Stearns Asset Backed Securities
          I
          LLC, as purchaser, and all amendments thereof and supplements thereto,
          regarding
          the transfer of the Subsequent Mortgage Loans by EMC to Bear Stearns Asset
          Backed Securities I LLC attached to the Sale and Servicing Agreement as
          Exhibit
          C-7.

         

        Subsequent
          Transfer Date: With respect to each Subsequent Transfer Instrument, the date
          on which the Subsequent Mortgage Loans are sold to the Trust, which date
          will be
          a Business Day.

         

        Subsequent
          Transfer Instrument: Each Subsequent Transfer Instrument, dated as of a
          Subsequent Transfer Date, executed by the Depositor and the Indenture Trustee
          and substantially in the form attached to the Sale and Servicing Agreement
          as
          Exhibit C-8, by which Subsequent Mortgage Loans are transferred to the
          Trust.

         

        Subsequent
          Recoveries: Any of the Group I Subsequent Recoveries, the Group II
          Subsequent Recoveries or the Group III Subsequent Recoveries.

         

        Substitute
          HELOC:  The meaning specified in the Mortgage Loan Purchase
          Agreement.

         

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

         

        Supplemental
          Interest Trust: Any of the Group II Supplemental Interest Trust and Group
          III Supplemental Interest Trust.

         

      

      Supplemental
        Interest Trust Trustee:
        Any of
        the Group II Supplemental Interest Trust Trustee or Group III Supplemental
        Interest Trust Trustee.

       

      Swap
        Account:
        Any of
        the Group II Swap Account and Group III Swap Account.

       

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

       

      Swap
        Administration Agreement:
        The
        Swap Administration Agreement, dated April 30, 2007, pursuant to which the
        Swap
        Administrator will make payments to the related Swap Provider and the related
        Certificateholders, and certain other payments, as such agreement may be
        amended
        or supplemented from time to time.

       

      Swap
        Agreement:
        Any of
        the Group II Swap Agreement and Group III Swap Agreement.

       

      Swap
        Collateral Account:
        Any of
        the Group II Swap Collateral Account or the Group III Swap Collateral
        Account.

       

      Swap
        Credit Support Annex:
        Any of
        the Group II Swap Credit Support Annex or the Group III Swap Credit Support
        Annex.

       

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

       

      Swap
        Provider:
        Any of
        the Group II Swap Provider and Group III Swap Provider.

       

      Swap
        Provider Trigger Event:
        Any of
        the Group II Swap Provider Trigger Event and Group III Swap Provider Trigger
        Event.

       

      Swap
        Termination Payment:
        Any of
        the Group II Swap Termination Payment and Group III Swap Termination
        Payment.

       

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

       

      Telerate
        Screen Page 3750:
        The
        display designated as page 3750 on the Telerate Service (or such other page
        as
        may replace page 3750 on that service for the purpose of displaying London
        interbank offered rates of major banks).

       

      Transfer:
        Any
        direct or indirect transfer or sale of any ownership interest in a Note or
        a
        Certificate.

       

      Treasury
        Regulations:
        Regulations, including proposed or temporary regulations, promulgated under
        the
        Code. References herein to specific provisions of proposed or temporary
        regulations shall include analogous provisions of final Treasury Regulations
        or
        other successor Treasury Regulations.

       

      Trust:
        The
        Bear Stearns Second Lien Trust 2007-1 created pursuant to the Trust
        Agreement.

       

      Trust
        Agreement:
        The
        Trust Agreement, dated as of April 27, 2007 between the Depositor and the
        Owner
        Trustee, as amended and restated by the Amended and Restated Trust Agreement,
        dated as of April 30, 2007, among the Depositor, the Owner Trustee, and the
        Securities Administrator.

       

      Trust
        Estate:
        The
        meaning specified in the Granting Clause of the Indenture.

       

      Trust
        Indenture Act or TIA:
        The
        Trust Indenture Act of 1939, as amended from time to time, as in effect on
        any
        relevant date.

       

      UCC:
        The
        Uniform Commercial Code, as amended from time to time, as in effect in any
        specified jurisdiction.

       

      Uncertificated
        Accrued Interest:
        With
        respect to each REMIC Regular Interest and each Payment Date, an amount equal
        to
        one month’s interest at the Uncertificated REMIC I Pass-Through Rate,
        Uncertificated REMIC II Pass-Through Rate, Uncertificated REMIC III Pass-Through
        Rate or Uncertificated REMIC IV Pass-Through Rate, as applicable, on the
        related
        Uncertificated Principal Balance or Uncertificated Notional Amount, as
        applicable, of such REMIC Regular Interest. In each case, Uncertificated
        Accrued
        Interest will be reduced by any Interest Shortfalls allocated to such REMIC
        Regular Interests in accordance with the Indenture.

       

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

       

      
        	
                Payment
                  Date

              	
                REMIC
                  II
                  Regular Interests

              
	
                1

              	
                I-1-A
                  through I-45-A

              
	
                2

              	
                I-2-A
                  through I-45-A

              
	
                3

              	
                I-3-A
                  through I-45-A

              
	
                4

              	
                I-4-A
                  through I-45-A

              
	
                5

              	
                I-5-A
                  through I-45-A

              
	
                6

              	
                I-6-A
                  through I-45-A

              
	
                7

              	
                I-7-A
                  through I-45-A

              
	
                8

              	
                I-8-A
                  through I-45-A

              
	
                9

              	
                I-9-A
                  through I-45-A

              
	
                10

              	
                I-10-A
                  through I-45-A

              
	
                11

              	
                I-11-A
                  through I-45-A

              
	
                12

              	
                I-12-A
                  through I-45-A

              
	
                13

              	
                I-13-A
                  through I-45-A

              
	
                14

              	
                I-14-A
                  through I-45-A

              
	
                15

              	
                I-15-A
                  through I-45-A

              
	
                16

              	
                I-16-A
                  through I-45-A

              
	
                17

              	
                I-17-A
                  through I-45-A

              
	
                18

              	
                I-18-A
                  through I-45-A

              
	
                19

              	
                I-19-A
                  through I-45-A

              
	
                20

              	
                I-20-A
                  through I-45-A

              
	
                21

              	
                I-21-A
                  through I-45-A

              
	
                22

              	
                I-22-A
                  through I-45-A

              
	
                23

              	
                I-23-A
                  through I-45-A

              
	
                24

              	
                I-24-A
                  through I-45-A

              
	
                25

              	
                I-25-A
                  through I-45-A

              
	
                26

              	
                I-26-A
                  through I-45-A

              
	
                27

              	
                I-27-A
                  through I-45-A

              
	
                28

              	
                I-28-A
                  through I-45-A

              
	
                29

              	
                I-29-A
                  through I-45-A

              
	
                30

              	
                I-30-A
                  through I-45-A

              
	
                31

              	
                I-31-A
                  through I-45-A

              
	
                32

              	
                I-32-A
                  through I-45-A

              
	
                33

              	
                I-33-A
                  through I-45-A

              
	
                34

              	
                I-34-A
                  through I-45-A

              
	
                35

              	
                I-35-A
                  through I-45-A

              
	
                36

              	
                I-36-A
                  through I-45-A

              
	
                37

              	
                I-37-A
                  through I-45-A

              
	
                38

              	
                I-38-A
                  through I-45-A

              
	
                39

              	
                I-39-A
                  through I-45-A

              
	
                40

              	
                I-40-A
                  through I-45-A

              
	
                41

              	
                I-41-A
                  through I-45-A

              
	
                42

              	
                I-42-A
                  through I-45-A

              
	
                43

              	
                I-43-A
                  through I-45-A

              
	
                44

              	
                I-44-A
                  through I-45-A

              
	
                45

              	
                I-45-A

              
	
                thereafter

              	
                $0.00

              


      

      


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


      


      With
        respect to REMIC IV Regular Interest III-IO and each Payment Date listed
        below,
        the aggregate Uncertificated Principal Balance of the REMIC III Regular
        Interests ending with the designation “A” listed below:

       

      
        	
                Payment
                  Date

              	
                REMIC
                  III
                  Regular Interests

              
	
                1

              	
                I-1-A
                  through I-45-A

              
	
                2

              	
                I-2-A
                  through I-45-A

              
	
                3

              	
                I-3-A
                  through I-45-A

              
	
                4

              	
                I-4-A
                  through I-45-A

              
	
                5

              	
                I-5-A
                  through I-45-A

              
	
                6

              	
                I-6-A
                  through I-45-A

              
	
                7

              	
                I-7-A
                  through I-45-A

              
	
                8

              	
                I-8-A
                  through I-45-A

              
	
                9

              	
                I-9-A
                  through I-45-A

              
	
                10

              	
                I-10-A
                  through I-45-A

              
	
                11

              	
                I-11-A
                  through I-45-A

              
	
                12

              	
                I-12-A
                  through I-45-A

              
	
                13

              	
                I-13-A
                  through I-45-A

              
	
                14

              	
                I-14-A
                  through I-45-A

              
	
                15

              	
                I-15-A
                  through I-45-A

              
	
                16

              	
                I-16-A
                  through I-45-A

              
	
                17

              	
                I-17-A
                  through I-45-A

              
	
                18

              	
                I-18-A
                  through I-45-A

              
	
                19

              	
                I-19-A
                  through I-45-A

              
	
                20

              	
                I-20-A
                  through I-45-A

              
	
                21

              	
                I-21-A
                  through I-45-A

              
	
                22

              	
                I-22-A
                  through I-45-A

              
	
                23

              	
                I-23-A
                  through I-45-A

              
	
                24

              	
                I-24-A
                  through I-45-A

              
	
                25

              	
                I-25-A
                  through I-45-A

              
	
                26

              	
                I-26-A
                  through I-45-A

              
	
                27

              	
                I-27-A
                  through I-45-A

              
	
                28

              	
                I-28-A
                  through I-45-A

              
	
                29

              	
                I-29-A
                  through I-45-A

              
	
                30

              	
                I-30-A
                  through I-45-A

              
	
                31

              	
                I-31-A
                  through I-45-A

              
	
                32

              	
                I-32-A
                  through I-45-A

              
	
                33

              	
                I-33-A
                  through I-45-A

              
	
                34

              	
                I-34-A
                  through I-45-A

              
	
                35

              	
                I-35-A
                  through I-45-A

              
	
                36

              	
                I-36-A
                  through I-45-A

              
	
                37

              	
                I-37-A
                  through I-45-A

              
	
                38

              	
                I-38-A
                  through I-45-A

              
	
                39

              	
                I-39-A
                  through I-45-A

              
	
                40

              	
                I-40-A
                  through I-45-A

              
	
                41

              	
                I-41-A
                  through I-45-A

              
	
                42

              	
                I-42-A
                  through I-45-A

              
	
                43

              	
                I-43-A
                  through I-45-A

              
	
                44

              	
                I-44-A
                  through I-45-A

              
	
                45

              	
                I-45-A

              
	
                thereafter

              	
                $0.00

              


      

      


       

      With
        respect to the Class III-IO Interest and any Payment Date, an amount equal
        to
        the Uncertificated Notional Amount of the REMIC IV Regular Interest III-IO.
        

       

      Uncertificated
        Principal Balance:
        The
        amount of REMIC Regular Interests outstanding as of any date of determination.
        As of the Closing Date, the Uncertificated Principal Balance of each REMIC
        Regular Interest shall equal the amount set forth in Section 10.01 of the
        Indenture as its initial uncertificated principal balance. On each Payment
        Date,
        the Uncertificated Principal Balances of the REMIC Regular Interests shall
        be
        reduced by all payments of principal made on such REMIC Regular Interests
        on
        such Payment Date pursuant to Section 10.02 of the Indenture and, if and
        to the
        extent necessary and appropriate, shall be further reduced on such Payment
        Date
        by Group I Charge-Off Amounts or Realized Losses, as applicable, as provided
        in
        Section 10.03 of the Indenture, and the Uncertificated Principal Balance
        of
        REMIC I Regular Interest ZZ and REMIC IV Regular Interests II-ZZ and III-ZZZ
        shall be increased by interest deferrals as provided in Sections 10.02(b)(i),
        10.02(e)(1)(ii) and 10.02(f)(1)(ii), as applicable, of the Indenture. The
        Uncertificated Principal Balance of each REMIC Regular Interest shall never
        be
        less than zero. 

       

      Uncertificated
        REMIC I Pass-Through Rate:
        With
        respect to any REMIC I Regular Interest and any Payment Date, a per annum
        rate
        equal to the weighted average of the Group I Expense Adjusted Mortgage Rates
        of
        the Group I HELOCs as of the first day of the related Collection Period
        preceding such Payment Date.

       

      Uncertificated
        REMIC II Pass-Through Rate:
        With
        respect to each REMIC II Regular Interest ending with the designation “A” and
        any Payment Date, a per annum rate equal to the weighted average Net Mortgage
        Rate of the Group II Mortgage Loans multiplied by 2, subject to a maximum
        rate
        of 10.0550%. With respect to each REMIC II Regular Interest ending with the
        designation “B” and any Payment Date, the greater of (x) a per annum rate equal
        to the excess, if any, of (1) 2 multiplied by the weighted average Net Mortgage
        Rate of the Group II Mortgage Loans over (2) 10.0550% and (y) 0.00% per annum.
        

       

      Uncertificated
        REMIC III Pass-Through Rate:
        With
        respect to each REMIC III Regular Interest ending with the designation “A” and
        any Payment Date, a per annum rate equal to the weighted average Net Mortgage
        Rate of the Group III Mortgage Loans multiplied by 2, subject to a maximum
        rate
        of 10.0550%. With respect to each REMIC III Regular Interest ending with
        the
        designation “B” and any Payment Date, the greater of (x) a per annum rate equal
        to the excess, if any, of (1) 2 multiplied by the weighted average Net Mortgage
        Rate of the Group III Mortgage Loans over (2) 10.0550% and (y) 0.00% per
        annum.

       

      Uncertificated
        REMIC IV Pass-Through Rate:
        With
        respect to each REMIC IV Group II Regular Interest
        (other
        than REMIC IV Regular Interest II-IO) and
        any
        Payment Date, a
        per
        annum rate equal to the weighted average of (x) the Uncertificated REMIC
        II
        Pass-Through Rates for the REMIC II Regular Interests ending with the
        designation “B” for such Payment Date, and (y) the rates listed below for the
        REMIC II Regular Interests ending with the designation “A” for such Payment
        Date, in each case, weighted on the basis of the Uncertificated Principal
        Balances of each such REMIC II Regular Interest for such Payment
        Date:

       

      

        
          	
                  Payment
                    Date

                	 	
                  REMIC
                    II Regular Interest

                	 	
                  Rate

                
	
                  1

                	 	
                  I-1-A
                    through I-45-A

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

                
	 	 	 	 	 
	
                  2

                	 	
                  I-2-A
                    through I-45-A

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

                
	 	 	
                  I-1-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  3

                	 	
                  I-3-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-2-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  4

                	 	
                  I-4-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-3-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  5

                	 	
                  I-5-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-4-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  6

                	 	
                  I-6-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-5-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  7

                	 	
                  I-7-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-6-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  8

                	 	
                  I-8-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-7-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  9

                	 	
                  I-9-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-8-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  10

                	 	
                  I-10-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-9-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  11

                	 	
                  I-11-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-10-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  12

                	 	
                  I-12-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-11-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  13

                	 	
                  I-13-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-12-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  14

                	 	
                  I-14-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-13-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  15

                	 	
                  I-15-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-14-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  16

                	 	
                  I-16-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-15-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  17

                	 	
                  I-17-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-16-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  18

                	 	
                  I-18-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-17-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  19

                	 	
                  I-19-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-18-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  20

                	 	
                  I-20-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-19-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  21

                	 	
                  I-21-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-20-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  22

                	 	
                  I-22-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-21-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  23

                	 	
                  I-23-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-22-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  24

                	 	
                  I-24-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-23-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  25

                	 	
                  I-25-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-24-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  26

                	 	
                  I-26-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-25-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  27

                	 	
                  I-27-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-26-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  28

                	 	
                  I-28-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-27-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  29

                	 	
                  I-29-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-28-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  30

                	 	
                  I-30-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-29-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  31

                	 	
                  I-31-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-30-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  32

                	 	
                  I-32-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-31-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  33

                	 	
                  I-33-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-32-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  34

                	 	
                  I-34-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-33-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  35

                	 	
                  I-35-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-34-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  36

                	 	
                  I-36-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-35-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  37

                	 	
                  I-37-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-36-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  38

                	 	
                  I-38-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-37-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  39

                	 	
                  I-39-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-38-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  40

                	 	
                  I-40-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-39-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  41

                	 	
                  I-41-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-40-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  42

                	 	
                  I-42-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-41-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  43

                	 	
                  I-43-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-42-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  44

                	 	
                  I-44-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-43-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  45

                	 	
                  I-45-A

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

                
	 	 	
                  I-1-A
                    through I-44-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                
	
                  thereafter

                	 	
                  I-1-A
                    through I-45-A

                	 	
                  Uncertificated
                    REMIC II Pass-Through Rate

                


        

      

       

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

      


      With
        respect to each REMIC IV Group III Regular Interest (other than REMIC IV
        Regular
        Interest III-IO) and any Payment Date, a per annum rate equal to the weighted
        average of (x) the Uncertificated REMIC III Pass-Through Rates for the REMIC
        III
        Regular Interests ending with the designation “B” for such Payment Date, and (y)
        the rates listed below for the REMIC III Regular Interests ending with the
        designation “A” for such Payment Date, in each case, weighted on the basis of
        the Uncertificated Principal Balances of each such REMIC III Regular Interest
        for such Payment Date::

      

        
          	
                  Payment
                    Date

                	 	
                  REMIC
                    III Regular Interest

                	 	
                  Rate

                
	
                  1

                	 	
                  I-1-A
                    through I-45-A

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

                
	 	 	 	 	 
	
                  2

                	 	
                  I-2-A
                    through I-45-A

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

                
	 	 	
                  I-1-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  3

                	 	
                  I-3-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-2-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  4

                	 	
                  I-4-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-3-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  5

                	 	
                  I-5-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-4-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  6

                	 	
                  I-6-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-5-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  7

                	 	
                  I-7-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-6-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  8

                	 	
                  I-8-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-7-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  9

                	 	
                  I-9-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-8-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  10

                	 	
                  I-10-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-9-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  11

                	 	
                  I-11-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-10-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  12

                	 	
                  I-12-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-11-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  13

                	 	
                  I-13-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-12-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  14

                	 	
                  I-14-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-13-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  15

                	 	
                  I-15-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-14-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  16

                	 	
                  I-16-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-15-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  17

                	 	
                  I-17-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-16-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  18

                	 	
                  I-18-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-17-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  19

                	 	
                  I-19-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-18-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  20

                	 	
                  I-20-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-19-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  21

                	 	
                  I-21-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-20-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  22

                	 	
                  I-22-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-21-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  23

                	 	
                  I-23-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-22-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  24

                	 	
                  I-24-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-23-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  25

                	 	
                  I-25-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-24-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  26

                	 	
                  I-26-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-25-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  27

                	 	
                  I-27-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-26-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  28

                	 	
                  I-28-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-27-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  29

                	 	
                  I-29-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-28-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  30

                	 	
                  I-30-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-29-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  31

                	 	
                  I-31-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-30-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  32

                	 	
                  I-32-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-31-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  33

                	 	
                  I-33-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-32-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  34

                	 	
                  I-34-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-33-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  35

                	 	
                  I-35-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-34-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  36

                	 	
                  I-36-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-35-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  37

                	 	
                  I-37-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-36-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  38

                	 	
                  I-38-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-37-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  39

                	 	
                  I-39-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-38-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  40

                	 	
                  I-40-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-39-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  41

                	 	
                  I-41-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-40-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  42

                	 	
                  I-42-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-41-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  43

                	 	
                  I-43-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-42-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  44

                	 	
                  I-44-A
                    through I-45-A

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

                
	 	 	
                  I-1-A
                    through I-43-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  45

                	 	
                  I-45-A

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

                
	 	 	
                  I-1-A
                    through I-44-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                
	
                  thereafter

                	 	
                  I-1-A
                    through I-45-A

                	 	
                  Uncertificated
                    REMIC III Pass-Through Rate

                


        

         

      

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

       

      Underwriter:
        Bear,
        Stearns & Co. Inc.

       

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

       

      Unpaid
        Interest Shortfall Amount:
        With
        respect to any Class of Notes and (i) the first Payment Date, zero, and (ii)
        any
        Payment Date after the first Payment Date, the amount, if any, by which (A)
        the
        sum of (1) the Current Interest for such Class of Notes for the immediately
        preceding Payment Date and (2) the outstanding Unpaid Interest Shortfall
        Amount,
        if any, for such Class of Notes for such preceding Payment Date exceeds (B)
        the
        aggregate amount distributed on such Class of Notes in respect of interest
        pursuant to clause (A) above on such preceding Payment Date, plus interest
        on
        the amount of the interest due but not paid on such Class of Notes on such
        preceding Payment Date, to the extent permitted by law, at the Note Interest
        Rate for such Class for the related Accrual Period.

       

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

       

      Wells
        Fargo Custodial Agreement:
        The
        custodial agreement, dated as of April 30, 2007, among the Indenture Trustee,
        the Sponsor, the Master Servicer, the Depositor and Wells Fargo, relating
        to the
        Bear Stearns Second Lien Trust 2007-1, Mortgage-Backed Notes, Series
        2007-1.