Unassociated Document


    STRUCTURED
      ASSET MORTGAGE INVESTMENTS II INC.,

    DEPOSITOR

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

    TRUSTEE

     

    and

     

    EMC
      MORTGAGE CORPORATION

    SELLER
      AND MASTER SERVICER 

     

    


     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of March 1, 2007

     

    Structured
      Asset Mortgage Investments II Inc.

    


    Prime
      Mortgage Trust, Certificates

    


     

    Series
      2007-1

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    TABLE
      OF
      CONTENTS

    

      
        	
                ARTICLE
                  I Definitions

              
	 
	
                Section
                  1.01

              	
                Definitions.

              
	
                Section
                  1.02

              	
                Calculation
                  of LIBOR.

              
	 
	
                ARTICLE
                  II Conveyance of Mortgage Loans; Original Issuance of
                  Certificates

              
	 	 
	
                Section
                  2.01

              	
                Conveyance
                  of Mortgage Loans to Trustee.

              
	
                Section
                  2.02

              	
                Acceptance
                  of Mortgage Loans and Underlying Certificates by
                  Trustee.

              
	
                Section
                  2.03

              	
                Assignment
                  of Interest in the Mortgage Loan Purchase Agreement.

              
	
                Section
                  2.04

              	
                Substitution
                  of Mortgage Loans.

              
	
                Section
                  2.05

              	
                Issuance
                  of Certificates.

              
	
                Section
                  2.06

              	
                Representations
                  and Warranties Concerning the Depositor.

              
	
                Section
                  2.07

              	
                Representations
                  and Warranties of EMC.

              
	
                Section
                  2.08

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

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

              
	 	 
	
                Section
                  3.01

              	
                Master
                  Servicer.

              
	
                Section
                  3.02

              	
                REMIC-Related
                  Covenants.

              
	
                Section
                  3.03

              	
                Monitoring
                  of Servicers.

              
	
                Section
                  3.04

              	
                Fidelity
                  Bond.

              
	
                Section
                  3.05

              	
                Power
                  to Act; Procedures.

              
	
                Section
                  3.06

              	
                Due-on-Sale
                  Clauses; Assumption Agreements.

              
	
                Section
                  3.07

              	
                Release
                  of Mortgage Files.

              
	
                Section
                  3.08

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

              
	
                Section
                  3.09

              	
                Standard
                  Hazard Insurance and Flood Insurance Policies.

              
	
                Section
                  3.10

              	
                Presentment
                  of Claims and Collection of Proceeds.

              
	
                Section
                  3.11

              	
                Maintenance
                  of the Primary Mortgage Insurance Policies.

              
	
                Section
                  3.12

              	
                Trustee
                  to Retain Possession of Certain Insurance Policies and
                  Documents.

              
	
                Section
                  3.13

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              
	
                Section
                  3.14

              	
                Compensation
                  for the Master Servicer.

              
	
                Section
                  3.15

              	
                REO
                  Property.

              
	
                Section
                  3.16

              	
                Annual
                  Statement as to Compliance.

              
	
                Section
                  3.17

              	
                Assessments
                  of Compliance and Attestation Reports.

              
	
                Section
                  3.18

              	
                Reports
                  Filed with Securities and Exchange Commission.

              
	
                Section
                  3.19

              	
                Intention
                  of the Parties and Interpretation.

              
	
                Section
                  3.20

              	
                UCC.

              
	
                Section
                  3.21

              	
                Optional
                  Purchase of Defaulted Mortgage Loans.

              
	 	 
	
                ARTICLE
                  IV Accounts

              
	 	 
	
                Section
                  4.01

              	
                Protected
                  Accounts.

              
	
                Section
                  4.02

              	
                Master
                  Servicer Collection Account.

              
	
                Section
                  4.03

              	
                Permitted
                  Withdrawals and Transfers from the Master Servicer Collection
                  Account.

              
	
                Section
                  4.04

              	
                Distribution
                  Account.

              
	
                Section
                  4.05

              	
                Permitted
                  Withdrawals and Transfers from the Distribution
                  Account.

              
	 	 
	
                ARTICLE
                  V Certificates

              
	 	 
	
                Section
                  5.01

              	
                Certificates.

              
	
                Section
                  5.02

              	
                Registration
                  of Transfer and Exchange of Certificates.

              
	
                Section
                  5.03

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              
	
                Section
                  5.04

              	
                Persons
                  Deemed Owners.

              
	
                Section
                  5.05

              	
                Transfer
                  Restrictions on Residual Certificates.

              
	
                Section
                  5.06

              	
                Restrictions
                  on Transferability of Non-Offered Certificates.

              
	
                Section
                  5.07

              	
                ERISA
                  Restrictions.

              
	
                Section
                  5.08

              	
                Rule
                  144A Information.

              
	 	 
	
                ARTICLE
                  VI Payments to Certificateholders

              
	 	 
	
                Section
                  6.01

              	
                Distributions
                  on the Certificates.

              
	
                Section
                  6.02

              	
                [Reserved.]

              
	
                Section
                  6.03

              	
                Allocation
                  of Losses.

              
	
                Section
                  6.04

              	
                Payments.

              
	
                Section
                  6.05

              	
                Statements
                  to Certificateholders.

              
	
                Section
                  6.06

              	
                Monthly
                  Advances.

              
	
                Section
                  6.07

              	
                Compensating
                  Interest Payments.

              
	 	 
	
                ARTICLE
                  VII The Master Servicer

              
	 	 
	
                Section
                  7.01

              	
                Liabilities
                  of the Master Servicer.

              
	
                Section
                  7.02

              	
                Merger
                  or Consolidation of the Master Servicer.

              
	
                Section
                  7.03

              	
                Indemnification
                  of the Trustee and the Master Servicer

              
	
                Section
                  7.04

              	
                Limitations
                  on Liability of the Master Servicer and Others.

              
	
                Section
                  7.05

              	
                Master
                  Servicer Not to Resign.

              
	
                Section
                  7.06

              	
                Successor
                  Master Servicer.

              
	
                Section
                  7.07

              	
                Sale
                  and Assignment of Master Servicing.

              
	 	 
	
                ARTICLE
                  VIII Default

              
	 	 
	
                Section
                  8.01

              	
                Events
                  of Default.

              
	
                Section
                  8.02

              	
                Trustee
                  to Act; Appointment of Successor.

              
	
                Section
                  8.03

              	
                Notification
                  to Certificateholders.

              
	
                Section
                  8.04

              	
                Waiver
                  of Defaults.

              
	
                Section
                  8.05

              	
                List
                  of Certificateholders.

              
	 	 
	
                ARTICLE
                  IX Concerning the Trustee

              
	 	 
	
                Section
                  9.01

              	
                Duties
                  of Trustee.

              
	
                Section
                  9.02

              	
                Certain
                  Matters Affecting the Trustee.

              
	
                Section
                  9.03

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              
	
                Section
                  9.04

              	
                Trustee
                  May Own Certificates.

              
	
                Section
                  9.05

              	
                Trustee’s
                  Fees and Expenses.

              
	
                Section
                  9.06

              	
                Eligibility
                  Requirements for Trustee.

              
	
                Section
                  9.07

              	
                Insurance.

              
	
                Section
                  9.08

              	
                Resignation
                  and Removal of the Trustee.

              
	
                Section
                  9.09

              	
                Successor
                  Trustee.

              
	
                Section
                  9.10

              	
                Merger
                  or Consolidation of Trustee.

              
	
                Section
                  9.11

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              
	
                Section
                  9.12

              	
                Federal
                  Information Returns and Reports to Certificateholders; REMIC
                  Administration.

              
	 	 
	
                ARTICLE
                  X Termination

              
	 	 
	
                Section
                  10.01

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

              
	
                Section
                  10.02

              	
                [Reserved].

              
	
                Section
                  10.03

              	
                Additional
                  Termination Requirements with respect to the
                  Certificates.

              
	 	 
	
                ARTICLE
                  XI Miscellaneous Provisions

              
	 	 
	
                Section
                  11.01

              	
                Intent
                  of Parties.

              
	
                Section
                  11.02

              	
                Amendment.

              
	
                Section
                  11.03

              	
                Recordation
                  of Agreement.

              
	
                Section
                  11.04

              	
                Limitation
                  on Rights of Certificateholders.

              
	
                Section
                  11.05

              	
                Acts
                  of Certificateholders.

              
	
                Section
                  11.06

              	
                Governing
                  Law.

              
	
                Section
                  11.07

              	
                Notices.

              
	
                Section
                  11.08

              	
                Severability
                  of Provisions.

              
	
                Section
                  11.09

              	
                Successors
                  and Assigns.

              
	
                Section
                  11.10

              	
                Article
                  and Section Headings.

              
	
                Section
                  11.11

              	
                Counterparts.

              
	
                Section
                  11.12

              	
                Notice
                  to Rating Agencies.

              


      

    

     

    EXHIBITS
      

     

    
      	
              Exhibit
                A-1

            	
              -

            	
              Form
                of Class A Certificates

            
	
              Exhibit
                A-2

            	
              -

            	
              Form
                of Class B Certificates

            
	
              Exhibit
                A-3

            	
              -

            	
              Form
                of Class PO Certificates

            
	
              Exhibit
                A-4

            	
              -

            	
              Form
                of Class R Certificates

            
	
              Exhibit
                A-5

            	
              -

            	
              Form
                of Class X Certificates

            
	
              Exhibit
                B

            	
              -

            	
              Mortgage
                Loan Schedule

            
	
              Exhibit
                C

            	
              -

            	
              Reserved

            
	
              Exhibit
                D

            	
              -

            	
              Request
                for Release of Documents

            
	
              Exhibit
                E

            	
              -

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

            
	
              Exhibit
                F-1

            	
              -

            	
              Form
                of Investment Letter

            
	
              Exhibit
                F-2

            	
              -

            	
              Form
                of Rule 144A and Related Matters Certificate

            
	
              Exhibit
                F-3

            	
              -

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

            
	
              Exhibit
                F-4

            	
              -

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

            
	
              Exhibit
                G

            	
              -

            	
              Form
                of Custodial Agreement

            
	
              Exhibit
                H

            	
              -

            	
              Form
                of Mortgage Loan Purchase Agreement

            
	
              Exhibit
                I-1

            	
              -

            	
              Chevy
                Chase Servicing Agreement

            
	
              Exhibit
                I-2

            	
              -

            	
              EMC
                Servicing Agreement

            
	
              Exhibit
                I-3

            	 	
              Mid
                America Servicing Agreement

            
	
              Exhibit
                I-4

            	 	
              NCMC
                Servicing Agreement

            
	
              Exhibit
                I-5

            	
              -

            	
              Wells
                Fargo Servicing Agreement

            
	
              Exhibit
                J-1

            	
              -

            	
              Chevy
                Chase Assignment Agreement

            
	
              Exhibit
                J-2

            	
              -

            	
              EMC
                Assignment Agreement

            
	
              Exhibit
                J-3

            	 	
              Mid
                America Assignment Agreement

            
	
              Exhibit
                J-4

            	 	
              NCMC
                Assignment Agreement

            
	
              Exhibit
                J-5

            	
              -

            	
              Wells
                Fargo Assignment Agreement

            
	
              Exhibit
                K

            	
              -

            	
              Form
                of Back-Up Certification

            
	
              Exhibit
                L

            	
              -

            	
              Servicing
                Criteria to Be Addressed in Assessment of Compliance

            
	
              Exhibit
                M

            	
              -

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

            
	
              Exhibit
                N

            	
              -

            	
              Additional
                Disclosure Notification

            
	
              Exhibit
                O

            	
              -

            	
              Aggregate
                Planned Principal Schedules

            
	
              Exhibit
                P

            	
              -

            	
              Form
                of Trustee Limited Power of Attorney

            
	
              Exhibit
                Q

            	
              -

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

            
	
              Exhibit
                R

            	
              -

            	
              Form
                of the Master Servicer’s Data Layout
                Report

            


    

    


    



    POOLING
      AND SERVICING AGREEMENT

     

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

     

    PRELIMINARY
      STATEMENT

     

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

     

    The
      Trustee on behalf of the Trust shall make an election for the assets
      constituting REMIC I to be treated for federal income tax purposes as a REMIC.
      On the Startup Day, the REMIC I Regular Interests will be designated the
“regular interests” in such REMIC, and the Class R-1 Certificates will be
      designated the sole class of “residual interests” in such REMIC.

     

    The
      Trustee on behalf of the Trust shall make an election for the assets
      constituting REMIC II to be treated for federal income tax purposes as a REMIC.
      On the Startup Day, the REMIC II Regular Interests will be designated the
“regular interests” in such REMIC, and the Class R-2 Certificates will be
      designated the sole class of “residual interests” in such REMIC. 

     

    The
      Mortgage Loans will have an Outstanding Principal Balance as of the Cut-off
      Date, after deducting all Scheduled Principal due on or before the Cut-off
      Date,
      of $679,112,102.82. The initial principal amount of the Certificates will not
      exceed such Outstanding Principal Balance.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      I

    Definitions

     

    Section
      1.01 Definitions.

     

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

     

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

     

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

     

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

     

    Additional
      Disclosure:
      As
      defined in Section 3.18.

     

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

     

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

     

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

     

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

     

    Annual
      Statement of Compliance:
      As
      defined in Section 3.16.

     

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

     

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

     

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

     

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

     

    Assessment
      of Compliance:
      As
      defined in Section 3.17.

     

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

     

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

     

    Attesting
      Party:
      As
      defined in Section 3.17.

     

    Attestation
      Report:
      As
      defined in Section 3.17.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Certificate:
      Any one
      of the Certificates executed and countersigned by the Trustee substantially
      in
      the form of Exhibits A-1 through A-5 attached hereto.

     

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

     

    Certificateholder:
      A
      Holder of a Certificate.

     

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

     

    Certificate
      Register:
      The
      register maintained pursuant to Section 5.02.

     

    Chevy
      Chase:
      Chevy
      Chase Bank, F.S.B., or its successor in interest.

     

    Chevy
      Chase Servicing Agreement:
      The
Purchase,
      Warranties and Servicing Agreement, dated as of July 1, 2001, between the Seller
      and Chevy Chase, as amended by Amendment No. 1, dated as of January 13, 2003
      and
      by Amendment No. 2, dated as of January 31, 2006, attached hereto as Exhibit
      I-1, and as modified by the related Assignment Agreement. 

     

    Class:
      With
      respect to the Certificates, A-1, A-2, A-3, A-4, A-5, A-6, A-7, B-1, B-2, B-3,
      B-4, B-5, B-6, X, PO, R-1 and R-2. 

     

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

     

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

     

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

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Class
      R Certificates:
      The
      Class R-1 Certificates and Class R-2 Certificates.

    

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

    

     

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

     

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

     

    Closing
      Date:
      March
      30, 2007.

     

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

     

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

     

    Compensating
      Interest Payment:
      As
      defined in Section 6.07.

     

    Corporate
      Trust Office:
      The
      office of the Trustee at which at any particular time its corporate trust
      business is administered, which office, at the date of the execution of this
      Agreement, is located at US Bank Corporate Trust Services, One Federal Street,
      3rd
      Floor,
      Boston, Massachusetts 02110, Attention: Corporate Trust Services/PRIME 2007-1,
      or such other address as the Trustee may designate from time to time.


     

    Corresponding
      Interests:
      With
      respect to each REMIC I Regular Interest (other than REMIC I Regular Interests
      A-4-1, A-4-2, A-5-1, A-5-2, A-6-1 and A-6-2, the Class with the same
      designation, and with respect to (i) REMIC I Regular Interests A-4-1 and A-4-2,
      the Class A-4 Certificates, (ii) REMIC I Regular Interests A-5-1 and A-5-2,
      the
      Class A-5 Certificates and (iii) REMIC I Regular Interests A-6-1 and A-6-2,
      the
      Class A-6 Certificates.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Cut-off
      Date:
      March
      1, 2007.

     

    Cut-off
      Date Balance:
      An
      amount equal to $679,112,102.82.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Distribution
      Account:
      The
      trust account or accounts created and maintained pursuant to Section 4.04,
      which
      shall be denominated “U.S. Bank National Association, as Trustee, f/b/o holders
      of Structured Asset Mortgage Investments II Inc., Prime Mortgage Trust,
      Certificates, Series 2007-1 - Distribution Account.” The Distribution Account
      shall be an Eligible Account.

     

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

     

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

     

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

     

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

     

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

     

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

     

    EDGAR:
      As
      defined in Section 3.18.

     

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

     

    EMC:
      EMC
      Mortgage Corporation.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    FDIC:
      Federal
      Deposit Insurance Corporation or any successor thereto.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Interest
      Only Certificates:
      The
      Class A-7 Certificates and Class X Certificates.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Issuing
      Entity:
      Prime
      Mortgage Trust 2007-1.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Lockout
      Certificates:
      Any of
      the Class
      A-3, Class A-4, Class A-5 or Class A-6 Certificates.

     

    Lockout
      Priority Amount:
      For any
      Distribution Date the product of (i) the Shift Percentage and (ii) (x) the
      aggregate of the collections described in the definition of Senior Optimal
      Principal Amount for such Distribution Date (without application of the Senior
      Percentage) multiplied by (y) a fraction, the numerator of which is the
      aggregate Current Principal Amount of the Class A-3, Class A-4, Class A-5 and
      Class A-6 Certificates immediately prior to that Distribution Date and the
      denominator of which is the sum of the Non-PO Percentages of the Scheduled
      Principal Balances of the Mortgage Loans as of the first day of the related
      Due
      Period.

     

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

     

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

     

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

     

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

     

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

     

    Master
      Servicer Collection Account: 
      The
      trust
      account or accounts created and maintained pursuant to Section 4.02, which
      shall
      be denominated “EMC Mortgage Corporation, as Master Servicer for the benefit of
      the Trustee on behalf of holders of Structured Asset Mortgage Investments II
      Inc., Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1
      -
      Master Servicer Collection Account.” The Master Servicer Collection Account
      shall be an Eligible Account.

     

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

     

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

     

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

     

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

     

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

     

    Mid
      America:
      Mid
      America Bank, fsb.

     

    Mid
      America Servicing Agreement:
      The
      Purchase, Warranties and Servicing Agreement, dated as of February 1, 2006,
      between EMC and Mid America, attached hereto as Exhibit I-4, as amended by
      Amendment No. 1, dated as February 1, 2006 and modified by the related
      Assignment Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    (b)  the
      property type;

    (c)  the
      Mortgage Interest Rate;

    (d)  the
      Servicing Fee Rate;

    (e)  the
      Trustee Fee Rate;

    (f)  the
      LPMI
      Fee, if applicable;

    (g)  [reserved];

    (h)  the
      Net
      Rate;

    (i)  the
      maturity date;

    (j)  the
      stated original term to maturity;

    (k)  the
      stated remaining term to maturity;

    (l)  the
      original Principal Balance;

    (m)  the
      first
      payment date;

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

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

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

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

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

    (s)  the
      Gross
      Margin, if applicable;

    (t)  the
      next
      Adjustment Date, if applicable;

    (u)  the
      Maximum Mortgage Rate, if applicable;

    (v)  the
      Minimum Mortgage Rate, if applicable;

    (w)  the
      Periodic Rate Cap, if applicable; 

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

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

    (z)  the
      Prepayment Charge, if any;

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

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

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

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

    (ee)  the
      Mortgage Loan Seller; and

    (ff)  the
      original amortization term.

     

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

     

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

     

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

     

    Mortgagor:
      The
      obligor on a Mortgage Note.

     

    NCMC:
      National City Mortgage Co.

     

    NCMC
      Servicing Agreement:
      Purchase, Warranties and Servicing Agreement, dated as of October 1, 2001,
      between EMC and NCMC, attached hereto as Exhibit I-3, and as amended by
      Amendment Reg AB to the Purchase, Warranties and Servicing Agreement, dated
      as
      of March 1, 2006 and modified by the related Assignment Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Notional
      Amount:
      The
      Notional Amount of the Class A-7 Certificates, as of any date of determination,
      is equal to the aggregate Current Principal Amount of the Class A-4, Class
      A-5
      and Class A-6 Certificates, divided by 12. For federal income tax purposes,
      however, the Notional Amount of the Class A-7 Certificates is an amount equal
      to
      the aggregate Uncertificated Principal Balance of REMIC II Regular Interests
      A-4-2, A-5-2 and A-6-2. The Notional Amount of the Class X Certificates, as
      of
      any date of determination, is equal to the aggregate Scheduled Principal Balance
      of the Mortgage Loans. For federal income tax purposes, however, the Notional
      Amount of the Class X Certificates is an amount equal to the Uncertificated
      Notional Amount of REMIC I Regular Interest X.

     

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

     

    Offered
      Certificates: The
      Senior Certificates and Offered Subordinate Certificates.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      Realized
        Loss:
        Any (i)
        Bankruptcy Loss or (ii) as to any Liquidated Mortgage Loan, (x) the Outstanding
        Principal Balance of such Liquidated Mortgage Loan plus accrued and unpaid
        interest thereon at the Mortgage Interest Rate through the last day of the
        month
        of such liquidation, less (y) the related Net Liquidation Proceeds with respect
        to such Mortgage Loan and the related Mortgage Property. With respect to
        each
        Mortgage Loan which is the subject of a Servicing Modification during the
        calendar month immediately preceding the related Distribution Date, the sum
        of
        (a) the total amount of interest and principal which is forgiven with respect
        to
        the related Mortgage Loan and (b) the amount of any servicing advances made
        by
        the related Servicer with respect to such Mortgage Loan which are reimburseable
        from the Trust to the related Servicer with respect to that Servicing
        Modification. In addition, to the extent the Trustee receives Subsequent
        Recoveries with respect to any Mortgage Loan, the amount of the Realized
        Loss
        with respect to that Mortgage Loan will be reduced to the extent such recoveries
        are applied to reduce the Current Principal Amount of any Class of Certificates
        on any Distribution Date.

       

    

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

     

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

     

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

     

    Regulation
      S:
      Regulation S promulgated under the Securities Act.

     

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

     

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

     

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

     

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

     

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

     

    REMIC
      I Interests:
      The
      REMIC I Regular Interests and the Class R-1 Certificates.

     

    REMIC
      I Regular Interests:
      REMIC I
      Regular Interests A-1, A-2, A-3, A-4-1, A-4-2, A-5-1, A-5-2, A-6-1, A-6-2,
      B-1,
      B-2, B-3, B-4, B-5, B-6, X, PO and R-2.

     

    REMIC
      II:
      That
      group of assets contained in the Trust Fund designated as a REMIC consisting
      of
      the REMIC I Regular Interests.

     

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

    


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

     

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

     

    Reportable
      Event:
      As
      defined in Section 3.18.

     

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

     

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

     

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

     

    Residual
      Certificates:
      Any of
      the Class R-1 Certificates and Class R-2 Certificates.

     

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

     

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

     

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

     

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

     

    Scheduled
      Principal:
      The
      principal portion of any Scheduled Payment.

     

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

     

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

     

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

     

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

     

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

     

    Senior
      Certificates:
      The
      Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
      Class X, Class PO, Class R-1 and Class R-2 Certificates.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Senior
      Percentage:
      The
      lesser of (a) 100% and (b) the percentage (carried to six places rounded up)
      obtained by dividing the Current Principal Amount of the Senior Certificates
      (other than any Class PO Certificates), immediately prior to such Distribution
      Date, by the aggregate Scheduled Principal Balance of the Mortgage Loans (other
      than the PO Percentage thereof with respect to the related Discount Mortgage
      Loans) as of the beginning of the related Due Period. The initial Senior
      Percentage for the Senior Certificates will be approximately
      95.96%.

     

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

     

    
      	
              Period
                (dates inclusive)

            	
              Senior
                Prepayment Percentage

            
	
              April
                25, 2007 - March
                25, 2012

            	
              100%

            
	
              April
                25, 2012 - March 25, 2013

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

            
	
              April
                25, 2013 - March 25, 2014

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

            
	
              April
                25, 2014 - March 25, 2015

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

            
	
              April
                25, 2015 - March 25, 2016

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

            
	
              April
                25, 2016 and thereafter

            	
              Senior
                Percentage for the Certificates

            


    

    


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

     

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

     

    Servicer:
      Any of
      Chevy Chase, EMC, Mid America, NCMC and Wells Fargo. 

     

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

     

    Servicing
      Agreements:
      The
      Chevy Chase Servicing Agreement, the EMC Servicing Agreement, the Mid America
      Servicing Agreement, the NCMC Servicing Agreement and the Wells Fargo Servicing
      Agreement.

     

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

     

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

     

    Servicing
      Fee Rate:
      0.25%
      per annum. 

     

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

       

    

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

     

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

       

    

    
      	
              Period
                (dates inclusive)

            	
              Shift
                Percentage

            
	
              April
                25, 2007 - March 25, 2012

            	
              0%

            
	
              April
                25, 2012 - March 25, 2013

            	
              30%

            
	
              April
                25, 2013 - March 25, 2014

            	
              40%

            
	
              April
                25, 2014 - March 25, 2015

            	
              60%

            
	
              April
                25, 2015 - March 25, 2016

            	
              80%

            
	
              April
                25, 2016 and thereafter

            	
              100%

            


    

     

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

     

    Startup
      Day:
      March
      30, 2007.

     

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

     

    Subordinate
      Certificate Writedown Amount:
      With
      respect to the Subordinate Certificates, the amount by which (x) the sum of
      the
      Current Principal Amounts of the Certificates (after giving effect to the
      distribution of principal and the allocation of Realized Losses in reduction
      of
      the Current Principal Amounts of the Certificates, other than the Class A-7,
      Class X and Class PO Certificates, on such Distribution Date) exceeds (y) the
      Scheduled Principal Balances of the Mortgage Loans on the Due Date related
      to
      such Distribution Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (vi) on
      the
      Distribution Date on which the Current Principal Amounts of the Senior
      Certificates (other than the Class A-7, Class
      X and Class PO Certificates)
      have
      all been reduced to zero, 100% of any Principal Distribution
      Amount.

     

    Subordinate
      Percentage:
      As of
      any Distribution Date, 100% minus the Senior Percentage for the Senior
      Certificates. The initial Subordinate Percentage will be equal to
      4.04%.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Trustee
      Fee Rate:
      0.005% per annum.

     

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

     

    Uncertificated
      Notional Amount:
      With
      respect to REMIC I Regular Interest X, the aggregate Scheduled Principal Balance
      of the Mortgage Loans. 

    


    Uncertificated
      Principal Balance:
      With
      respect to any REMIC I Regular Interest as of any Distribution Date, the initial
      principal amount of such regular interest as set forth in Section 5.01(c)(i),
      reduced by (i) all amounts distributed on previous Distribution Dates on such
      regular interest with respect to principal and (ii) the principal portion of
      all
      Realized Losses allocated prior to such Distribution Date to such regular
      interest, taking account of the Loss Allocation Limit.

    


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

     

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

     

    Wells
      Fargo:
      Wells
      Fargo Bank, N.A., or its successor in interest.

     

    Wells
      Fargo Servicing Agreement:
      The
      Master Seller’s Warranties and Servicing Agreement, dated as of November 1,
      2005, between the Seller and Wells Fargo, attached hereto as Exhibit I-5, and
      as
      modified by the related Assignment Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

    Conveyance
      of Mortgage Loans;

    Original
      Issuance of Certificates

     

    Section
      2.01 Conveyance
      of Mortgage Loans to Trustee. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      2.04 Substitution
      of Mortgage Loans. 

     

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

     

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

     

    Section
      2.05 Issuance
      of Certificates. 

     

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

     

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

     

    Section
      2.06 Representations
      and Warranties Concerning the Depositor. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      2.07  Representations
      and Warranties of EMC.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      III

    Administration
      of the Trust Fund and Servicing of Mortgage Loans

     

    Section
      3.01 Master
      Servicer.

     

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

     

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

     

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

     

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

     

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

     

    Section
      3.02 REMIC-Related
      Covenants. 

     

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

     

    Section
      3.03 Monitoring
      of Servicers. 

     

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

     

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

     

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

     

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

     

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

     

    Section
      3.04 Fidelity
      Bond. 

     

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

     

    Section
      3.05 Power
      to Act; Procedures. 

     

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

     

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

     

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

     

    Section
      3.07 Release
      of Mortgage Files.

     

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

     

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

     

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

     

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

     

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

     

    Section
      3.09 Standard
      Hazard Insurance and Flood Insurance Policies. 

     

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

     

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

     

    Section
      3.10 Presentment
      of Claims and Collection of Proceeds. 

     

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

     

    Section
      3.11 Maintenance
      of the Primary Mortgage Insurance Policies.

     

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

     

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

     

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

     

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

     

    Section
      3.13 Realization
      Upon Defaulted Mortgage Loans. 

     

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

     

    Section
      3.14 Compensation
      for the Master Servicer. 

     

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

     

    Section
      3.15 REO
      Property. 

     

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

     

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

     

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

     

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

     

    Section
      3.16 Annual
      Statement as to Compliance.

     

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

    


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

    


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

    


    Section
      3.17 Assessments
      of Compliance and Attestation Reports. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      Master Servicer shall enforce the obligation of each Servicer to deliver to
      the
      Trustee, the Master Servicer and the Depositor an Assessment of Compliance
      and
      Attestation Report as and when provided in the related Servicing Agreement.
      Each
      of the Master Servicer and the Trustee shall cause, and the Master Servicer
      shall enforce the obligation (as and when provided in the related Servicing
      Agreement) of each Servicer to cause, any subservicer and each subcontractor
      (to
      the extent such subcontractor is determined by the Master Servicer or the
      Trustee, as applicable, to be “participating in the servicing function” within
      the meaning of Item 1122 of Regulation AB) that is engaged by such Servicer,
      the
      Master Servicer or the Trustee, as applicable, to deliver to the Trustee, the
      Master Servicer and the Depositor an Assessment of Compliance and Attestation
      Report as and when provided above. Such Assessment of Compliance, as to any
      subservicer or subcontractor, shall at a minimum address the applicable
      Servicing Criteria specified on Exhibit L hereto which are indicated as
      applicable to any “primary servicer” to the extent such subservicer or
      subcontractor is performing any servicing function for the party who engages
      it
      and to the extent such party is not itself addressing the Servicing Criteria
      related to such servicing function in its own Assessment of Compliance. The
      Master Servicer shall confirm that each of the Assessments of Compliance
      delivered to it, taken as a whole, address all of the Servicing Criteria and
      taken individually address the Servicing Criteria for each party as set forth
      in
      Exhibit L and notify the Depositor of any exceptions. Notwithstanding
      the foregoing, as to any subcontractor, an Assessment of Compliance is not
      required to be delivered unless it is required as part of a Form 10-K with
      respect to the Trust Fund.

     

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

    


    Failure
      of the Master Servicer to comply with this Section 3.17 (including with respect
      to the timeframes required herein) shall
      constitute an
      Event
      of Default, and at the written direction of the Depositor the Trustee shall,
      in
      addition to whatever rights the Trustee may have under this Agreement and at
      law
      or equity or to damages, including injunctive relief and specific performance,
      upon notice immediately terminate all of the rights and obligations of the
      Master Servicer under this Agreement and in and to the Mortgage Loans and the
      proceeds thereof without compensating the Master Servicer for the same (but
      subject to the Master Servicer’s rights to payment of any Master Servicing
      Compensation and reimbursement of all amounts for which it is entitled to be
      reimbursed prior to the date of termination). Failure of the Trustee to comply
      with this Section 3.17 (including with respect to the timeframes required in
      this Section) which failure results in a failure to timely file the related
      Form
      10-K, shall be deemed a default which may result in the termination of the
      Trustee pursuant to Section 9.08 of this Agreement and the Depositor may, in
      addition to whatever rights the Depositor may have under this Agreement and
      at
      law or equity or to damages, including injunctive relief and specific
      performance, upon notice immediately terminate all of the rights and obligations
      of the Trustee under this Agreement and in and to the Mortgage Loans and the
      proceeds thereof without compensating the Trustee for the same (but subject
      to
      the Trustee’s right to reimbursement of all amounts for which it is entitled to
      be reimbursed prior to the date of termination). This paragraph shall supersede
      any other provision in this Agreement or any other agreement to the
      contrary.

    


    In
      the event the Master Servicer, the Custodian, the Trustee
      or any
      subservicer or subcontractor engaged by any such party is terminated, assigns
      its rights and obligations under, or resigns pursuant to, the terms of the
      Agreement, the related Custodial Agreement, or any other applicable agreement
      in
      the case of a subservicer or subcontractor, as the case may be, such party
      shall
      provide an Assessment of Compliance and cause to be provided an Attestation
      Report pursuant to this Section 3.17 or to the related section of such other
      applicable agreement, as the case may be, notwithstanding any such termination,
      assignment or resignation.

    


    Section
      3.18 Reports
      Filed with Securities and Exchange Commission. 

     

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

     

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

     

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

     

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

     

    (B)
      For
      so long as the Trust is subject to the Exchange Act reporting requirements,
      no
      later than the close of business on the 2nd Business Day after the occurrence
      of
      a Reportable Event (i) the parties set forth in Exhibit M shall be required
      pursuant to Section 3.18(a)(iv) below to provide, and the Master Servicer will
      enforce the obligations of each Servicer (to the extent provided in the related
      Servicing Agreement) to provide to the Trustee and the Depositor, to the extent
      known by a responsible officer thereof, in EDGAR-compatible format, or in such
      other form as otherwise agreed upon by the Trustee and the Depositor and such
      party, the form and substance of any Form 8-K Disclosure Information, if
      applicable, and (ii) the Depositor shall approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
      Information on Form 8-K. The Depositor shall be responsible for any reasonable
      fees and expenses assessed or incurred by the Trustee in connection with
      including any Form 8-K Disclosure Information on Form 8-K pursuant to this
      Section. 

     

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

     

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

     

    (B)
      No
      later than March 15th
      of each
      year that the Trust is subject to the Exchange Act reporting requirements,
      commencing in 2008, (i) the parties set forth in Exhibit M shall be required
      to
      provide, and the Master Servicer shall enforce the obligations of each Servicer
      (to the extent provided in the related Servicing Agreement) to provide, pursuant
      to Section 3.18(a)(iv) below to the Trustee and the Depositor, to the extent
      known by a responsible officer thereof, in EDGAR-compatible format, or in such
      other form as otherwise agreed upon by the Trustee and the Depositor and such
      party, the form and substance of any Additional Form 10-K Disclosure, if
      applicable, and (ii) the Depositor will approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Additional Form 10-K
      Disclosure on Form 10-K. The Depositor shall be responsible for any reasonable
      fees and expenses assessed or incurred by the Trustee in connection with
      including any Additional Form 10-K Disclosure on Form 10-K pursuant to this
      Section.

     

    (C)
      After
      preparing the Form 10-K, the Trustee shall forward electronically a copy of
      the
      Form 10-K to the Depositor (only in the case where such Form 10-K includes
      Additional Form 10-K Disclosure and otherwise if requested by the Depositor)
      and
      the Master Servicer for review. Within three Business Days after receipt of
      such
      copy, but no later than March 25th
      (provided that, the Trustee forwards a copy of the Form 10-K no later than
      four
      Business Days after March 15th), the Depositor shall notify the Trustee in
      writing (which may be furnished electronically) of any changes to or approval
      of
      such Form 10-K. In the absence of receipt of any written changes or approval,
      the Trustee shall be entitled to assume that such Form 10-K is in final form
      and
      the Trustee may proceed with the execution and filing of the Form 10-K. No
      later
      than the close of business Eastern Standard time on the 4th Business Day prior
      to the Form 10-K Filing Deadline, an officer of the Master Servicer in charge
      of
      the master servicing function shall sign the Form 10-K and return an electronic
      or fax copy of such signed Form 10-K (with an original executed hard copy to
      follow by overnight mail) to the Trustee. If a Form 10-K cannot be filed on
      time
      or if a previously filed Form 10-K needs to be amended, the Trustee will follow
      the procedures set forth in Section 3.18(a)(v)(B). Promptly (but no later than
      one (1) Business Day) after filing with the Commission, the Trustee shall make
      available on its internet website a final executed copy of each Form 10-K filed
      by the Trustee. The signing party at the Master Servicer can be contacted
as
      set forth in Section 11.07.
      Form
      10-K requires the registrant to indicate (by checking “yes ” or “no”) that it
      (1) has filed all reports required to be filed by Section 13 or 15(d) of the
      Exchange Act during the preceding 12 months (or for such shorter period that
      the
      registrant was required to file such reports), and (2) has been subject to
      such
      filing requirements for the past 90 days. The Depositor shall notify the Trustee
      in writing, no later than the 15th calendar day in March of each year in which
      the Trust is subject to the reporting requirements of the Exchange Act with
      respect to the filing of a report on Form 10-K, if the answer to the questions
      should be “no”. The Trustee shall be entitled to rely on the representations in
      Section 2.06(g) or any such notice in preparing, executing and/or filing any
      such report. The parties to this Agreement acknowledge that the performance
      by
      the Master Servicer and the Trustee of their respective duties under Sections
      3.18(a)(iii) and (iv) related to the timely preparation, execution and filing
      of
      Form 10-K is contingent upon such parties strictly observing all applicable
      deadlines in the performance of their duties under such Sections and Sections
      3.16 and Section 3.17. Neither the Master Servicer nor the Trustee shall have
      any liability for any loss, expense, damage, claim arising out of or with
      respect to any failure to properly prepare, execute and/or timely file such
      Form
      10-K, where such failure results from the Master Servicer’s or the Trustee’s
      inability or failure to receive, on a timely basis, any information from any
      other party hereto needed to prepare, arrange for execution or file such Form
      10-K, not resulting from its own negligence, bad faith or willful misconduct.
      

     

    (D)
      Each
      Form 10-K shall include a certification (the “Sarbanes-Oxley Certification”)
      required to be included therewith pursuant to the Sarbanes-Oxley Act which
      shall
      be signed by the Certifying Person and delivered to the Trustee no later than
      March 15th
      of each
      year in which the Trust is subject to the reporting requirements of the Exchange
      Act. The Master Servicer shall cause any Servicer, and any subservicer or
      subcontractor engaged by it to, provide to the Person who signs the
      Sarbanes-Oxley Certification (the “Certifying Person”), by March 15th of each
      year in which the Trust is subject to the reporting requirements of the Exchange
      Act (or such other date specified in the related Servicing Agreement) and
      otherwise within a reasonable period of time upon request, a certification
      (each, a “Back-Up Certification”), in the form attached hereto as Exhibit K,
      upon which the Certifying Person, the entity for which the Certifying Person
      acts as an officer, and such entity’s officers, directors and Affiliates
      (collectively with the Certifying Person, “Certification Parties”) can
      reasonably rely. An officer of the Master Servicer in charge of the master
      servicing function shall serve as the Certifying Person on behalf of the Trust.
      Such officer of the Certifying Person can be contacted as set forth in Section
      11.07. In
      connection with the filing of any Form 10-K hereunder, the Trustee shall sign
      a
      Back-Up Certification substantially in the form of Exhibit Q; provided, however,
      that the Trustee shall not be required to undertake an analysis of any
      accountant’s report attached as an exhibit to the Form 10-K. In
      the
      event the Trustee is terminated or resigns pursuant to the terms of this
      Agreement or any subcontractor or subservicer is terminated pursuant to the
      related servicing agreement, the Trustee, subcontractor or subservicer, as
      applicable, shall provide a Back-Up Certification to the Certifying Person
      pursuant to this Section 3.18(b) with respect to the period of time it was
      subject to this Agreement or the related servicing agreement, as
      applicable.

     

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

     

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

     

    (B)
      In
      the event that the Trustee is unable to timely file with the Commission all
      or
      any required portion of any Form 8-K, 10-D or 10-K required to be filed by
      this
      Agreement because required disclosure information was either not delivered
      to it
      or delivered to it after the delivery deadlines set forth in this Agreement
      or
      for any other reason, the Trustee shall promptly notify the Depositor and the
      Master Servicer. In the case of Form 10-D and Form 10-K, the Depositor, the
      Master Servicer and the Trustee shall cooperate to prepare and file a Form
      12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the
      Exchange Act. In the case of Form 8-K, the Trustee will, upon receipt of all
      required Form 8-K Disclosure Information and upon the approval and direction
      of
      the Depositor, include such disclosure information on the next Form 10-D. In
      the
      event that any previously filed Form 8-K, 10-D or 10-K needs to be amended,
      and
      such amendment relates to any Additional Disclosure, the Trustee shall notify
      the Depositor and the parties affected thereby and such parties will cooperate
      to prepare any necessary Form 8-K, 10-DA or 10-KA. Any Form 15, Form 12b-25
      or
      any amendment to Form 8-K, 10-D or 10-K shall be signed by an appropriate
      officer of the Master Servicer. The parties hereto acknowledge that the
      performance by the Master Servicer and the Trustee of their respective duties
      under this Section 3.18(a)(v) related to the timely preparation, execution
      and
      filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K
      is
      contingent upon the Master Servicer and the Depositor timely performing their
      duties under this Section. Neither the Master Servicer nor the Trustee shall
      have any liability for any loss, expense, damage or claim arising out of or
      with
      respect to any failure to properly prepare, execute and/or timely file any
      such
      Form 15, Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K, where such
      failure results from a party’s failure to deliver on a timely basis, any
      information from such party needed to prepare, arrange for execution or file
      such Form 15, Form 12b-25 or any amendments to Form 8-K, 10-D or 10-K, not
      resulting from its own negligence, bad faith or willful misconduct.

     

    The
      Depositor agrees to promptly furnish to the Trustee, from time to time upon
      request, such further information, reports and financial statements within
      its
      control related to this Agreement, the Mortgage Loans as the Trustee reasonably
      deems appropriate to prepare and file all necessary reports with the Commission.
      The Trustee shall have no responsibility to file any items other than those
      specified in this Section 3.18; provided, however, the Trustee shall cooperate
      with the Depositor in connection with any additional filings with respect to
      the
      Trust Fund as the Depositor deems necessary under the Exchange Act. Copies
      of
      all reports filed by the Trustee under the Exchange Act shall be available
      on
      the Trustee’s website initially located at www.usbank.com/abs. Fees and expenses
      incurred by the Trustee in connection with this Section 3.18 shall not be
      reimbursable from the Trust Fund.

     

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

     

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

     

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

     

    If
      the
      indemnification provided for herein is unavailable or insufficient to hold
      harmless the Depositor, the Trustee or the Master Servicer, as applicable,
      then
      the defaulting party, in connection with any conduct for which it is providing
      indemnification under this Section 3.18(c), agrees that it shall contribute
      to
      the amount paid or payable by the other parties as a result of the losses,
      claims, damages or liabilities of the other party in such proportion as is
      appropriate to reflect the relative fault and the relative benefit of the
      respective parties.

     

    The
      indemnification provisions set forth in this Section 3.18(c) shall survive
      the
      termination of this Agreement or the termination of any party to this
      Agreement.

     

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

     

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

     

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

     

    Section
      3.19 Intention
      of the Parties and Interpretation.

     

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

     

    Section
      3.20 UCC. 

     

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

     

    Section
      3.21 Optional
      Purchase of Defaulted Mortgage Loans. 

     

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

     

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

       

    

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

    Accounts

     

    Section
      4.01 Protected
      Accounts.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      4.02 Master
      Servicer Collection Account. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      4.04 Distribution
      Account.

     

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

     

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

     

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

     

    (ii) Any
      Monthly Advance;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      4.05 Permitted
      Withdrawals and Transfers from the Distribution Account. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xii) to
      remove
      amounts deposited in error; and

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      V

    Certificates

     

    Section
      5.01 Certificates.

     

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

     

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

     

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

     

    (b) If
      (i)(A)
      the Depositor advises the Trustee in writing that the Depository is no longer
      willing or able to properly discharge its responsibilities as Depository and
      (B)
      the Depositor is unable to locate a qualified successor within 30 days or (ii)
      the Depositor at its option advises the Trustee in writing that it elects to
      terminate the book-entry system through the Depository, the Trustee shall
      request that the Depository notify all Certificate Owners of the occurrence
      of
      any such event and of the availability of definitive, fully registered
      Certificates to Certificate Owners requesting the same. Upon surrender to the
      Trustee of the Certificates by the Depository, accompanied by registration
      instructions from the Depository for registration, the Trustee shall issue
      the
      definitive Certificates. Neither the Depositor nor the Trustee shall be liable
      for any delay in delivery of such instructions and may conclusively rely on,
      and
      shall be protected in relying on, such instructions.

     

    (c) (i) REMIC
      I
      will be evidenced by (x) the REMIC I Regular Interests, which will be
      uncertificated and non-transferable and are hereby designated as the “regular
      interests” in REMIC I and have the initial principal amounts and accrue interest
      at the Pass-Through Rates equal to those set forth in this Section 5.01(c)(i),
      and (y) the Class R-1 Certificates, which are hereby designated as the sole
      class of “residual interests” in REMIC I. 

     

    The
      REMIC
      I Regular Interests and the Class R-1 Certificates will have the following
      designations, initial principal amounts and Pass-Through Rates:

     

    
      	
              Designation

            	 	

              Initial
                Principal Amount

            	 	
              Pass-Through
                Rate

            	 
	
              A-1

            	 	
              $

            	
              530,733,000.00

            	 	 	
              6.000

            	
              %

            
	
              A-2

            	 	
              $

            	
              45,842,000.00

            	 	 	
              6.000

            	
              %

            
	
              A-3

            	 	
              $

            	
              30,000,000.00

            	 	 	
              6.000

            	
              %

            
	
              A-4-1

            	 	
              $

            	
              22,916,666.67

            	 	 	
              6.000

            	
              %

            
	
              A-4-2

            	 	
              $

            	
              2,083,333.33

            	 	 	
              6.000

            	
              %

            
	
              A-5-1

            	 	
              $

            	
              7,800,833.33

            	 	 	
              6.000

            	
              %

            
	
              A-5-2

            	 	
              $

            	
              709,166.67

            	 	 	
              6.000

            	
              %

            
	
              A-6-1

            	 	
              $

            	
              4,033,241.67

            	 	 	
              6.000

            	
              %

            
	
              A-6-2

            	 	
              $

            	
              366,658.33

            	 	 	
              6.000

            	
              %

            
	
              X

            	 	 	
              (1)

            	
               

            	 	
              (2)

            	
               

            
	
              PO

            	 	
              $

            	
              7,459,648.63

            	 	 	
              6.000

            	
              %

            
	
              B-1

            	 	
              $

            	
              10,867,000.00

            	 	 	
              6.000

            	
              %

            
	
              B-2

            	 	
              $

            	
              5,432,000.00

            	 	 	
              6.000

            	
              %

            
	
              B-3

            	 	
              $

            	
              3,396,000.00

            	 	 	
              6.000

            	
              %

            
	
              B-4

            	 	
              $

            	
              3,395,000.00

            	 	 	
              6.000

            	
              %

            
	
              B-5

            	 	
              $

            	
              2,378,000.00

            	 	 	
              6.000

            	
              %

            
	
              B-6

            	 	
              $

            	
              1,699,453.19

            	 	 	
              6.000

            	
              %

            
	
              Class
                R-1

            	 	
              $

            	
              50.00

            	 	 	
              6.000

            	
              %

            
	
              R-2

            	 	
              $

            	
              50.00

            	 	 	
              6.000

            	
              %

            


    

    


    
      	 	
              (1)

            	
              REMIC
                I Regular Interest X will not have an initial principal amount but
                will
                accrue interest on its uncertificated notional amount calculated
                in
                accordance with the related definition of “Uncertificated Notional Amount”
                herein.

            


    

     

    
      	 	
              (2)

            	
              A
                variable pass-through rate equal to the weighted average of the excesses,
                if any, of (a) the Net Mortgage Rates on the Mortgage Loans over
                (b)
                6.000% per annum. 

            


    

     

    Principal
      shall be payable to, and shortfalls, losses and prepayments are allocable to,
      the REMIC I Regular Interests as such amounts are payable and allocable to
      the
      Corresponding Interests; provided that, solely for purposes of the foregoing,
      any principal, shortfalls, losses or prepayments payable and allocable to each
      of the Class A-4, Class A-5 and Class A-6 Certificates shall be payable and
      allocable to the two REMIC I Regular Interests for which such Certificates
      are
      Corresponding Interests on a pro rata basis, and provided further that, solely
      for purposes of the foregoing, any shortfalls or losses allocable to the Class
      A-7 Certificates shall be deemed to be allocated entirely to the Class A-4,
      Class A-5 and Class A-6 Certificates on a pro rata basis. Interest shall be
      payable to each REMIC I Regular Interest at the Pass-Through Rate for such
      REMIC
      I Regular Interest on its Uncertificated Principal Balance.

    


    (ii) The
      Classes of the Certificates shall have the following designations, initial
      principal amounts and Pass-Through Rates:

     

    
      	
              Designation

            	 	
              Initial
                Principal Amount

            	 	
              Pass-Through
                Rate

            	 
	
              A-1

            	 	 	 	 	
              $

            	
              530,733,000.00

            	 	 	
              6.00

            	
              %

            
	
              A-2

            	 	 	 	 	
              $

            	
              45,842,000.00

            	 	 	
              6.00

            	
              %

            
	
              A-3

            	 	 	 	 	
              $

            	
              30,000,000.00

            	 	 	
              6.00

            	
              %

            
	
              A-4

            	 	 	 	 	
              $

            	
              25,000,000.00

            	 	 	
              5.50

            	
              %

            
	
              A-5

            	 	 	 	 	
              $

            	
              8,510,000.00

            	 	 	
              5.50

            	
              %

            
	
              A-6

            	 	 	 	 	
              $

            	
              4,399,900.00

            	 	 	
              5.50

            	
              %

            
	
              A-7

            	 	 	 	 	
              $

            	
              (1)

            	
               

            	 	
              6.00

            	
              %

            
	
              X

            	 	 	 	 	
              $

            	
              (1)

            	
               

            	 	
              (2)

            	
               

            
	
              PO

            	 	 	 	 	
              $

            	
              7,459,648.63

            	 	 	
              N/A

            	 
	
              B-1

            	 	 	 	 	
              $

            	
              10,867,000.00

            	 	 	
              6.00

            	
              %

            
	
              B-2

            	 	 	 	 	
              $

            	
              5,432,000.00

            	 	 	
              6.00

            	
              %

            
	
              B-3

            	 	 	 	 	
              $

            	
              3,396,000.00

            	 	 	
              6.00

            	
              %

            
	
              B-4

            	 	 	 	 	
              $

            	
              3,395,000.00

            	 	 	
              6.00

            	
              %

            
	
              B-5

            	 	 	 	 	
              $

            	
              2,378,000.00

            	 	 	
              6.00

            	
              %

            
	
              B-6

            	 	 	 	 	
              $

            	
              1,699,453.19

            	 	 	
              6.00

            	
              %

            
	
              R-1

            	 	 	 	 	
              $

            	
              50.00

            	 	 	
              6.00

            	
              %

            
	
              R-2

            	 	 	 	 	
              $

            	
              50.00

            	 	 	
              6.00

            	
              %

            


    

    


    
      	 	
              (1)

            	
              As
                described in the definition of Notional Amount
                herein.

            


    

     

    
      	 	
              (2)

            	
              The
                Class X Certificates will bear interest at a Pass-Through Rate equal
                to
                weighted average of the excesses, if any, of (a) the Net Mortgage
                Rates on
                the Mortgage Loans over (b) 6.000% per annum; provided that, for
                federal
                income tax purposes, the Class X Certificates will not have a Pass-Through
                Rate but will be entitled to receive 100% of the amounts payable
                with
                respect to REMIC I Regular Interest
                X.

            


    

     

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

     

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

     

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

     

    (g) Each
      Class of Book-Entry Certificates will be registered as a single Certificate
      of
      such Class held by a nominee of the Depository or the DTC Custodian, and
      beneficial interests will be held by investors through the book-entry facilities
      of the Depository in minimum denominations of (i) in the case of the Senior
      Certificates (other than the Class A-2 Certificates and Residual Certificates),
      $100,000 and in each case increments of $1.00 in excess thereof, (ii) in the
      case of the Class A-2 Certificates, $1,000 and increments of $1.00 in excess
      thereof, and (iii) in the case of the Subordinate Certificates, $100,000 and
      increments of $1.00 in excess thereof, except that one Certificate of each
      such
      Class may be issued in a different amount so that the sum of the denominations
      of all outstanding Certificates of such Class shall equal the Current Principal
      Amount of such Class on the Closing Date. On the Closing Date, the Trustee
      shall
      execute and countersign Physical Certificates all in an aggregate principal
      amount that shall equal the Current Principal Amount of such Class on the
      Closing Date. The Non-Offered Certificates shall be issued in certificated
      fully-registered form in minimum dollar denominations of $100,000 and integral
      multiples of $1.00 in excess thereof, except that one of each of the Non-Offered
      Certificates of each Class may be issued in a different amount so that the
      sum
      of the denominations of all outstanding related Non-Offered Certificates of
      such
      Class shall equal the Current Principal Amount of such Class on the Closing
      Date. The Class R-1 and Class R-2 Certificates shall each be issued in
      certificated fully-registered form, in the denomination of $50. Each Class
      of
      Global Certificates, if any, shall be issued in fully registered form in minimum
      dollar denominations of $100,000 and integral multiples of $1.00 in excess
      thereof, except that one Certificate of each Class may be in a different
      denomination so that the sum of the denominations of all outstanding
      Certificates of such Class shall equal the Current Principal Amount of such
      Class on the Closing Date. On the Closing Date, the Trustee shall execute and
      countersign (i) in the case of each Class of the Offered Certificates, the
      Certificate in the entire Current Principal Amount of the respective Class
      and
      (ii) in the case of each Class of the Non-Offered Certificates, Individual
      Certificates all in an aggregate principal amount that shall equal the Current
      Principal Amount of each such respective Class on the Closing Date. The
      Certificates referred to in clauses (i) and (ii) and if at any time there are
      to
      be Global Certificates, the Global Certificates shall be delivered by the
      Depositor to the Depository or pursuant to the Depository’s instructions, shall
      be delivered by the Depositor on behalf of the Depository to and deposited
      with
      the DTC Custodian. The Trustee shall sign the Certificates by facsimile or
      manual signature and countersign them by manual signature on behalf of the
      Trustee by one or more authorized signatories, each of whom shall be Responsible
      Officers of the Trustee or its agent. A Certificate bearing the manual and
      facsimile signatures of individuals who were the authorized signatories of
      the
      Trustee or its agent at the time of issuance shall bind the Trustee,
      notwithstanding that such individuals or any of them have ceased to hold such
      positions prior to the delivery of such Certificate. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      5.02 Registration
      of Transfer and Exchange of Certificates. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      5.03 Mutilated,
      Destroyed, Lost or Stolen Certificates. 

     

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

     

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

     

    Section
      5.04 Persons
      Deemed Owners. 

     

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

     

    Section
      5.05 Transfer
      Restrictions on Residual Certificates. 

     

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

     

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

     

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

     

    Section
      5.06 Restrictions
      on Transferability of Non-Offered Certificates. 

     

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

     

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

     

    Section
      5.07 ERISA
      Restrictions. 

     

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

     

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

     

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

       

    

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

     

    Section
      5.08 Rule
      144A Information. 

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VI

    Payments
      to Certificateholders

     

    Section
      6.01 Distributions
      on the Certificates.

     

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

     

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

     

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

     

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

     

    third,
      to the
      Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class R-1
      and
      Class R-2 Certificates, as principal, in the order described in this Agreement,
      the Senior Optimal Principal Distribution Amount, in reduction of the Current
      Principal Amount thereof, until the Current Principal Amounts thereof have
      been
      reduced to zero;

     

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

     

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

     

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

     

    (1)
      to
      the Class R-1 Certificates and Class R-2 Certificates, pro rata, in reduction
      of
      the Current Principal Amounts thereof, until the Certificate Principal Amounts
      thereof have been reduced to zero;

     

    (2)
      to
      Class A-3,
      Class A-4, Class A-5 and Class A-6 Certificates,
      the
      Lockout Priority Amount for such Distribution Date, pro rata, in reduction
      of
      the Current Principal Amounts thereof, until the Certificate Principal Amounts
      thereof have been reduced to zero;

     

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

     

    (5)
      to
      Class A-3, Class A-4, Class A-5 and Class A-6 Certificates, pro rata, in
      reduction of the Current Principal Amounts thereof (without regard to the
      Lockout Priority Amount for such Distribution Date), until the Current Principal
      Amounts thereof have been reduced to zero.

     

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

     

    
      (iii) If,
        after
        distributions have been made pursuant to priorities first
        and
second
        of
        clause (i) above on any Distribution Date, the remaining Available Funds
        is less
        than the Scheduled Principal Balance of the Mortgage Loans, such amounts
        shall
        be reduced, and such remaining funds will be distributed to the Senior
        Certificates (other than the Class A-7 Certificates and Class X Certificates)
        on
        the basis of such reduced amounts. Notwithstanding any reduction in principal
        distributable to the Class PO Certificates pursuant to this paragraph, the
        principal balance of the Class PO Certificates shall be reduced not only
        by
        principal so distributed but also by the difference between (i) principal
        distributable to the Class PO Certificates in accordance with priority
fourth
        of
        clause (i) above, and (ii) principal actually distributed to the Class PO
        Certificates after giving effect to this paragraph (such difference for the
        Class PO Certificates, the “Class PO Certificate Cash Shortfall”). The Class PO
        Certificate Cash Shortfall for the Class PO Certificates with respect to
        any
        Distribution Date will be added to the Class PO Certificate Deferred
        Amount.

       

    

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

     

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

     

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

     

    (d) If
      on any
      Distribution Date the Available Funds for the related Senior Certificates is
      less than the Accrued Certificate Interest on the related Senior Certificates
      for such Distribution Date prior to reduction for Net Interest Shortfalls and
      the interest portion of Realized Losses, the shortfall will be allocated among
      the Holders of each Class of the related Senior Certificates (other than the
      Class PO Certificates) in proportion to the respective amounts of Accrued
      Certificate Interest that would have been allocated thereto in the absence
      of
      such Net Interest Shortfalls and/or Realized Losses for such Distribution Date.
      In addition, the amount of any interest shortfalls will constitute unpaid
      Accrued Certificate Interest and will be distributable to Holders of the
      Certificates of the related Classes entitled to such amounts on subsequent
      Distribution Dates, to the extent of the applicable Available Funds after
      current interest distributions as required herein. Any such amounts so carried
      forward will not bear interest. Shortfalls in interest payments will not be
      offset by a reduction in the servicing compensation of the Master Servicer
      or
      otherwise. 

     

    (e) The
      expenses and fees of the Trust shall be paid by each of the REMICs, to the
      extent that such expenses relate to the assets of each of such respective
      REMICs, and all other expenses and fees of the Trust shall be paid pro rata
      by
      each of the REMICs.

     

    (f) [Reserved].

     

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

     

    Section
      6.02 [Reserved.] 

     

    Section
      6.03 Allocation
      of Losses. 

     

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

     

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

     

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

     

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

     

    
      (iv) Thereafter,
        the principal portion of Realized Losses on the Mortgage Loans will be allocated
        on any Distribution Date to the outstanding Class or Classes of Senior
        Certificates (other than the Class A-7 Certificates and Class X Certificates),
        pro rata, based upon their respective Current Principal Amounts; provided,
        however, the amount of any Realized Losses otherwise allocable to the Class
        A-3
        Certificates shall be allocated to the Class A-6 Certificates, until the
        Current
        Principal Amount thereof has been reduced to zero, and then to the Class
        A-3
        Certificates.

       

    

    (v) Notwithstanding
      the foregoing, no such allocation of any Realized Loss shall be made on a
      Distribution Date to any Class of Certificates (other than the Class
      A-7
      Certificates and Class X Certificates)
      to the
      extent that such allocation would result in the reduction of the aggregate
      Current Principal Amounts of all the Certificates (other than the Class A-7
      Certificates and Class X Certificates) as of such Distribution Date, after
      giving effect to all distributions and prior allocations of Realized Losses
      on
      the Mortgage Loans on such date, to an amount less than the aggregate Scheduled
      Principal Balance of all of the Mortgage Loans as of the first day of the month
      of such Distribution Date (such limitation, the “Loss Allocation
      Limit”).

     

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

     

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

     

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

     

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

     

    Section
      6.04 Payments. 

     

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

     

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

     

    Section
      6.05 Statements
      to Certificateholders. 

     

    (a) Concurrently
      with each distribution to Holders of the Certificates, the Trustee shall make
      available to the parties hereto, each Rating Agency and each such Holder via
      the
      Trustee’s internet website as set forth below, a Certificates Distribution
      Report containing the following information with respect to the Certificates
      and
      the Mortgage Loans, expressed with respect to clauses (i) through (vii) in
      the
      aggregate and as a Fractional Undivided Interest representing an initial Current
      Principal Amount of $1,000, or in the case of the Residual Certificates, an
      initial Current Principal Amount of $50 each:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xviii) the
      Average Loss Severity Percentage;

     

    (xix) [Reserved]

     

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

     

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

     

    The
      Trustee may make available each month, to any interested party, the Certificates
      Distribution Report to Holders of the Certificates via the Trustee’s website
      initially located at “www.usbank.com/abs.” Assistance in using the website can
      be obtained by calling the Trustee’s customer service desk at (800) 934-6802.
      Parties that are unable to use the above distribution option are entitled to
      have a paper copy mailed to them via first class mail by calling the Trustee’s
      customer service desk and indicating such. The Trustee shall have the right
      to
      change the way such reports are distributed in order to make such distribution
      more convenient and/or more accessible to the parties, and the Trustee shall
      provide timely and adequate notification to all parties regarding any such
      change.

     

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

     

    Section
      6.06 Monthly
      Advances. 

     

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

     

    Section
      6.07 Compensating
      Interest Payments. 

     

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

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      VII

    The
      Master Servicer

     

    Section
      7.01 Liabilities
      of the Master Servicer. 

     

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

     

    Section
      7.02 Merger
      or Consolidation of the Master Servicer. 

     

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

     

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

     

    Section
      7.03 Indemnification
      of the Trustee and the Master Servicer 

     

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

     

    (b) [Reserved].

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      7.05 Master
      Servicer Not to Resign. 

     

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

     

    Section
      7.06 Successor
      Master Servicer. 

     

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

     

    Section
      7.07 Sale
      and Assignment of Master Servicing. 

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      VIII

    Default

     

    Section
      8.01 Events
      of Default. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      8.02 Trustee
      to Act; Appointment of Successor. 

     

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

     

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

     

    Section
      8.03 Notification
      to Certificateholders. 

     

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

     

    Section
      8.04 Waiver
      of Defaults. 

     

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

     

    Section
      8.05 List
      of Certificateholders. 

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IX

    Concerning
      the Trustee 

     

    Section
      9.01 Duties
      of Trustee. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      9.02 Certain
      Matters Affecting the Trustee. 

     

    Except
      as
      otherwise provided in Section 9.01:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      9.03 Trustee
      Not Liable for Certificates or Mortgage Loans. 

     

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

     

    Section
      9.04 Trustee
      May Own Certificates. 

     

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

     

    Section
      9.05 Trustee’s
      Fees and Expenses. 

     

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

     

    Section
      9.06 Eligibility
      Requirements for Trustee. 

     

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

     

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

     

    Section
      9.07 Insurance. 

     

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

     

    Section
      9.08 Resignation
      and Removal of the Trustee. 

     

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

     

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

     

    (c) The
      Holders of Certificates evidencing Fractional Undivided Interests aggregating
      not less than 51% of the portion of the Trust Fund related to such Certificates,
      may at any time remove the Trustee and appoint a successor Trustee for the
      related Trust Fund by written instrument or instruments, in quadruplicate,
      signed by such Holders or their attorneys-in-fact duly authorized, one complete
      set of which instruments shall be delivered to the Depositor, and the Trustee
      so
      removed and the successor so appointed. In the event that the Trustee is removed
      by the Holders of Certificates in accordance with this Section 9.08(c), the
      Holders of such Certificates shall be responsible for paying any compensation
      payable to a successor Trustee, in excess of the amount paid to the predecessor
      Trustee.

     

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

     

    Section
      9.09 Successor
      Trustee. 

     

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

     

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

     

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

     

    Section
      9.10 Merger
      or Consolidation of Trustee. 

     

    Any
      state
      bank or trust company or national banking association into which the Trustee
      may
      be merged or converted or with which it may be consolidated or any state bank
      or
      trust company or national banking association resulting from any merger,
      conversion or consolidation to which the Trustee shall be a party, or any state
      bank or trust company or national banking association succeeding to all or
      substantially all of the corporate trust business of the Trustee shall be the
      successor of the Trustee hereunder, provided such state bank or trust company
      or
      national banking association shall be eligible under the provisions of Section
      9.06. Such succession shall be valid without the execution or filing of any
      paper or any further act on the part of any of the parties hereto, anything
      herein to the contrary notwithstanding.

     

    Section
      9.11 Appointment
      of Co-Trustee or Separate Trustee. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b) The
      Trustee shall prepare, sign and file or cause to be filed with the Internal
      Revenue Service federal tax information returns or elections required to be
      made
      hereunder with respect to each REMIC, each Trust Fund, if applicable, and the
      Certificates containing such information and at the times and in the manner
      as
      may be required by the Code or applicable Treasury regulations, and shall
      furnish to each Holder of Certificates at any time during the calendar year
      for
      which such returns or reports are made such statements or information at the
      times and in the manner as may be required thereby, including, without
      limitation, reports relating to interest, original issue discount and market
      discount or premium (using a constant prepayment assumption of 300% PSA as
      described in the prospectus supplement relating to the Offered Certificates).
      The Trustee will apply for an Employee Identification Number from the Internal
      Revenue Service under Form SS-4 or any other acceptable method for all tax
      entities. In connection with the foregoing, the Trustee shall timely prepare,
      file and sign, Internal Revenue Service Form 8811, which shall provide the
      name
      and address of the person who can be contacted to obtain information required
      to
      be reported to the holders of regular interests in each REMIC (the “REMIC
      Reporting Agent”). The Trustee shall make elections to treat each REMIC as a
      REMIC (which elections shall apply to the taxable period ending December 31,
      2007 and each calendar year thereafter) in such manner as the Code or applicable
      Treasury regulations may prescribe, and as described by the Trustee. The Trustee
      shall sign all tax information returns filed pursuant to this Section and any
      other returns as may be required by the Code. The Holder of the Class R-1
      Certificate is hereby designated as the “Tax Matters Person” (within the meaning
      of Treasury Regulation Section 1.860F-4(d)) for REMIC I and the Holder of the
      Class R-2 Certificate is hereby designated as the “Tax Matters Person” for REMIC
      II. The Trustee is hereby designated and appointed as the agent of each such
      Tax
      Matters Person. Any Holder of a Residual Certificate will by acceptance thereof
      appoint the Trustee as agent and attorney-in-fact for the purpose of acting
      as
      Tax Matters Person for each REMIC during such time as the Trustee does not
      own
      any such Residual Certificate. In the event that the Code or applicable Treasury
      regulations prohibit the Trustee from signing tax or information returns or
      other statements, or the Trustee from acting as agent for the Tax Matters
      Person, the Trustee shall take whatever action that in their sole good faith
      judgment is necessary for the proper filing of such information returns or
      for
      the provision of a Tax Matters Person, including designation of the Holder
      of a
      Residual Certificate to sign such returns or act as Tax Matters Person. Each
      Holder of a Residual Certificate shall be bound by this Section.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      X

    Termination

     

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

     

    (a) Subject
      to Section 10.03, the respective obligations and responsibilities of the
      Depositor, the Trustee and the Master Servicer created hereby with respect
      to
      the Trust Fund and the related Certificates, other than the obligation of the
      Trustee to make payments to related Certificateholders as hereinafter set forth
      and the indemnification obligations under Section 7.03 hereof, shall terminate
      upon:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      10.02 [Reserved]. 

     

    Section
      10.03 Additional
      Termination Requirements with respect to the Certificates. 

     

    (a)     If
      the
      option of the Depositor to repurchase all of the Mortgage Loans and related
      properties under Subsection 10.01(a)(i) above is exercised, the Trust Fund
      and
      each REMIC shall be terminated in accordance with the following additional
      requirements, unless the Trustee has been furnished with an Opinion of Counsel
      addressed to the Trustee to the effect that the failure of the Trust to comply
      with the requirements of this Section 10.03 will not (i) result in the
      imposition of taxes on “prohibited transactions” as defined in Section 860F of
      the Code on any REMIC or (ii) cause any REMIC to fail to qualify as a REMIC
      at
      any time that any Certificates are outstanding:

     

     

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

     

     

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

     

     

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

     

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

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      XI

    Miscellaneous
      Provisions

     

    Section
      11.01 Intent
      of Parties. 

     

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

     

    Section
      11.02 Amendment. 

     

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

     

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

     

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

     

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

     

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

     

    Section
      11.03 Recordation
      of Agreement. 

     

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

     

    Section
      11.04 Limitation
      on Rights of Certificateholders. 

     

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

     

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

     

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

     

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

     

    Section
      11.05 Acts
      of Certificateholders. 

     

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

     

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

     

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

     

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

     

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

     

    Section
      11.06 Governing
      Law. 

     

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

     

    Section
      11.07 Notices. 

     

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

     

    Section
      11.08 Severability
      of Provisions. 

     

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

     

    Section
      11.09 Successors
      and Assigns. 

     

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

     

    Section
      11.10 Article
      and Section Headings. 

     

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

     

    Section
      11.11 Counterparts. 

     

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

     

    Section
      11.12 Notice
      to Rating Agencies. 

     

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

     

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

     

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

     

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

     

    4. The
      repurchase or substitution of Mortgage Loans;

     

    5. The
      final
      payment to Certificateholders; and

     

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

     

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

     

    
      	 	
              STRUCTURED
                ASSET MORTGAGE INVESTMENTS II INC., as Depositor

            
	 	 	 
	 	 	 
	 	
              By:

            	/s/
              Baron Silverstein
	 	
              Name:

            	
              Baron
                Silverstein

            
	 	
              Title:

            	
              Vice
                President

            
	 	 	 
	 	 	 
	 	
              U.S.
                BANK NATIONAL ASSOCIATION, as Trustee

            
	 	 	 
	 	 	 
	 	
              By:

            	/s/ Maryellen
              Hunter 
	 	
              Name:

            	Maryellen
              Hunter 
	 	
              Title:

            	
              Assistant
                Vice President

            
	 	 	 
	 	 	 
	 	
              EMC
                MORTGAGE CORPORATION, as Master Servicer and Seller

            
	 	 	 
	 	 	 
	 	
              By:

            	/s/
              Carol Young 
	 	
              Name:

            	Carol
              Young 
	 	
              Title:

            	Senior
              Vice President
	 	 	 


    

     

    Accepted
      and Agreed as to

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

     

    in
      its
      capacity as Seller

     

    EMC
      MORTGAGE CORPORATION

     

    


     

    
      	
              By:

            	/s/
              Jenna Kemp 	 
	
              Name:

            	Jenna
              Kemp 	 
	
              Title:

            	Executive
              Vice President 	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

     

    On
      the
      30th day of March, 2007 before me, a notary public in and for said State,
      personally appeared ___________________, known to me to be a
      _______________________ of Structured Asset Mortgage Investments II Inc., the
      corporation that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of said corporation, and acknowledged to me
      that such corporation executed the within instrument.

     

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

     

    
      	 	 
	 	
              Notary
                Public

            


    

     

    [Notarial
      Seal]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              STATE
                OF

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF

            	
              )

            	 


    

     

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

     

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

     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              STATE
                OF TEXAS

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF DALLAS

            	
              )

            	 


    

     

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

     

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

     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              STATE
                OF TEXAS

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF DALLAS

            	
              )

            	 


    

     

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

     

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

     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      A-1

     

    FORM
      OF CLASS A-[_] CERTIFICATE

     

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

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No.1

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

            
	 	 
	
              Class
                A-[_] Senior

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

              March
                1, 2007

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

              $[_____________]

            
	 	 
	
              First
                Distribution Date:

              April
                25, 2007

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

            
	 	 
	
              Master
                Servicer:

              EMC
                Mortgage Corporation

            	
              CUSIP:
                [____________]

            
	 	 
	
              Assumed
                Final Distribution Date:

              [_________]

            	 
	 	 


    

     

    PRIME
      MORTGAGE TRUST 2007-1

    MORTGAGE
      PASS-THROUGH CERTIFICATE

    SERIES
      2007-1

     

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

     

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

     

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

     

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

     

    [Interest
      on this Certificate will accrue from and including the 25th day of the calendar
      month preceding the month in which a Distribution Date (as hereinafter defined)
      occurs to and including the 24th day of the calendar month in which that
      Distribution Date occurs on the [Current Principal][Notional] Amount hereof
      at a
      per annum rate equal to the Pass-Through Rate set forth above and as further
      described in the Agreement. The Trustee will distribute on the 25th day of
      each
      month, or, if such 25th day is not a Business Day, the immediately following
      Business Day (each, a “Distribution Date”), commencing on the First Distribution
      Date specified above, to the Person in whose name this Certificate is registered
      at the close of business on the Business Day immediately preceding such
      Distribution Date, an amount equal to the product of the Fractional Undivided
      Interest evidenced by this Certificate and the amount (of interest [and
      principal], if any) required to be distributed to the Holders of Certificates
      of
      the same Class as this Certificate. The Assumed Final Distribution Date is
      the
      Distribution Date in the month immediately following the month of the latest
      scheduled maturity date of any Mortgage Loan and is not likely to be the date
      on
      which the [Current Principal][Notional] Amount of this Class of Certificates
      will be reduced to zero. [The Class A-[_] Certificates have no Current Principal
      Amount.]]

     

    Distributions
      on this Certificate will be made by the Trustee by check mailed to the address
      of the Person entitled thereto as such name and address shall appear on the
      Certificate Register or, if such Person so requests by notifying the Trustee
      in
      writing as specified in the Agreement by wire transfer. Notwithstanding the
      above, the final distribution on this Certificate will be made after due notice
      by the Trustee of the pendency of such distribution and only upon presentation
      and surrender of this Certificate at the office or agency appointed by the
      Trustee for that purpose and designated in such notice. The Initial [Current
      Principal][Notional] Amount of this Certificate is set forth above. [The Current
      Principal Amount hereof will be reduced to the extent of distributions allocable
      to principal hereon and any Realized Losses allocable hereto.]

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    


    


    Dated:
      March 30, 2007    

    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,

              Not
                in its individual capacity but solely as Trustee

               

            
	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    


    CERTIFICATE
      OF AUTHENTICATION

    


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

    


    
      	
              U.S.
                BANK NATIONAL ASSOCIATION,

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

               

            
	 	 
	
              By:

            	 
	 	
              Authorized
                Signatory

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

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

     

    
      	 
	 
	 
	 


    

    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    


     

    

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

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

              
	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              
	 	 
	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      


       

      


       

      



      EXHIBIT
        A-2

      


      FORM
        OF CLASS B-[_] CERTIFICATE

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No.1

              	
                Variable
                  Pass-Through Rate

              
	 	 
	
                Class
                  B-[_]
                  Subordinate

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

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

              
	 	 
	
                First
                  Distribution Date:

                April
                  25, 2007

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

              
	 	 
	
                Master
                  Servicer:

                EMC
                  Mortgage Corporation

              	
                CUSIP:
                  [____________]

              
	 	 
	
                Assumed
                  Final Distribution Date:

                [____________]

              	
                 

              
	 	 


      

       

      PRIME
        MORTGAGE TRUST 2007-1

      MORTGAGE
        PASS-THROUGH CERTIFICATE

      SERIES
        2007-1

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


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

      


      


      Dated:
        March 30, 2007    

      


      
        	
                U.S.
                  BANK NATIONAL ASSOCIATION,

                Not
                  in its individual capacity but solely as Trustee

                 

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory

              


      

       

      


      CERTIFICATE
        OF AUTHENTICATION

      


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

      


      
        	
                U.S.
                  BANK NATIONAL ASSOCIATION,

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

                 

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory

              


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

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

       

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

       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


       

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

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

              
	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              
	 	 
	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      


       

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      EXHIBIT
        A-3

       

      FORM
        OF CLASS PO CERTIFICATE

       

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

       

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

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No.1

              	
                Pass-Through
                  Rate: 0.000%

              
	 	 
	
                Class
                  PO Senior

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

                March
                  1, 2007

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

                $[_____________]

              
	 	 
	
                First
                  Distribution Date:

                April
                  25, 2007

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

              
	 	 
	
                Master
                  Servicer:

                EMC
                  Mortgage Corporation

              	
                CUSIP:
                  [____________]

              
	 	 
	
                Assumed
                  Final Distribution Date:

                [____________]

              	 
	 	 


      

       

      PRIME
        MORTGAGE TRUST 2007-1

      MORTGAGE
        PASS-THROUGH CERTIFICATE

      SERIES
        2007-1

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      


       


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

      


      Dated:
        March 30, 2007    

      
        	
                U.S.
                  BANK NATIONAL ASSOCIATION,

                Not
                  in its individual capacity but solely as Trustee

                 

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

      


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

      


      
        	
                U.S.
                  BANK NATIONAL ASSOCIATION,

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

                 

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

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

       

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

       

      
        	 
	 
	 
	 


      

      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


       

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

      

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

                
	
                  to

                	 	
                  ,

                
	
                  for
                    the account of

                	 	
                  ,

                
	
                  account
                    number___________, or, if mailed by check, to

                	 	
                  ,

                
	
                  Applicable
                    statements should be mailed to

                	 	
                  ,

                
	 	
                  .

                
	 	 
	
                  This
                    information is provided by

                	 	
                  ,

                
	
                  the
                    assignee named above, or

                	 	
                  ,

                
	
                  as
                    its agent.

                	 	 


        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        A-4

      


      FORM
        OF CLASS R-[__] CERTIFICATE

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No.1

              	
                Pass-Through
                  Rate: _____%

              
	 	 
	
                Class
                  R-[__]

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

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

                $___________

              
	 	 
	
                First
                  Distribution Date:

                April
                  25, 2007

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

              
	 	 
	
                Master
                  Servicer:

                EMC
                  Mortgage Corporation

              	
                CUSIP:
                  [_____________]

              
	 	 
	
                Assumed
                  Final Distribution Date:

                [____________]

              	 
	 	 


      

       

      PRIME
        MORTGAGE TRUST 2007-1

      MORTGAGE
        PASS-THROUGH CERTIFICATE

      SERIES
        2007-1

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

      


      


      Dated:
        March 30, 2007

       

      
        	
                U.S.
                  BANK NATIONAL ASSOCIATION,

                Not
                  in its individual capacity but solely as Trustee

                 

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory

              


      

      


      


      


      CERTIFICATE
        OF AUTHENTICATION

      


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

      


      
        	
                U.S.
                  BANK NATIONAL ASSOCIATION,

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

                 

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory

              


      

      


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

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

       

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

       

      
        	 
	 
	 
	 


      

      


       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


       

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        Assignee should include the following for purposes of distribution:

       

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

              
	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                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. The Assignee’s taxpayer identification number
                  is

              	 	 


      

      


       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       


      EXHIBIT
        A-5

       

      FORM
        OF CLASS
        X CERTIFICATE

       

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

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No.1

              	
                Variable
                  Pass-Through Rate

              
	 	 
	
                Class
                  X Senior

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

                March
                  30, 2007

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

                $[________]

              
	 	 
	
                First
                  Distribution Date:

                April
                  25, 2007

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

                $[________]

              
	 	 
	
                Master
                  Servicer:

                EMC
                  Mortgage Corporation

              	
                CUSIP:
                  [________]

              
	 	 
	
                Assumed
                  Final Distribution Date:

                [________]

              	 
	 	 


      

       

      PRIME
        MORTGAGE TRUST 2007-1

      MORTGAGE
        PASS-THROUGH CERTIFICATE

      SERIES
        2007-1

       

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

       

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

       

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

       

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

       

      Distributions
        on this Certificate will be made by the Paying Agent by check mailed to the
        address of the Person entitled thereto as such name and address shall appear
        on
        the Certificate Register or, if such Person so requests by notifying the
        Trustee
        in writing as specified in the Agreement by wire transfer. Notwithstanding
        the
        above, the final distribution on this Certificate will be made after due
        notice
        by the Paying Agent of the pendency of such distribution and only upon
        presentation and surrender of this Certificate at the office or agency appointed
        by the Trustee for that purpose and designated in such notice. The Initial
        Notional Amount of this Certificate is set forth above. The Notional Amount
        hereof will be reduced to the extent of distributions allocable to principal
        hereon and any Realized Losses allocable hereto.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

      


      


      Dated:
        March 30, 2007    

      
        	
                U.S.
                  BANK NATIONAL ASSOCIATION,

                Not
                  in its individual capacity but solely as Trustee

                 

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory

              


      

      


      


      CERTIFICATE
        OF AUTHENTICATION

      


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

      


      
        	
                U.S.
                  BANK NATIONAL ASSOCIATION,

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

                 

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

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

       

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

       

      
        	 
	 
	 
	 


      

      


       

      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	
                Signature
                  Guaranteed

              


      

      


       

      


       

      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

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

              
	
                to

              	 	
                ,

              
	
                for
                  the account of

              	 	
                ,

              
	
                account
                  number___________, or, if mailed by check, to

              	 	
                ,

              
	
                Applicable
                  statements should be mailed to

              	 	
                ,

              
	 	
                .

              
	 	 
	
                This
                  information is provided by

              	 	
                ,

              
	
                the
                  assignee named above, or

              	 	
                ,

              
	
                as
                  its agent.

              	 	 


      

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      EXHIBIT
        B

       

      MORTGAGE
        LOAN SCHEDULE

                 MATURITY_DATE                  FIRST_PAY_DATE                 ORIGINAL_BALANCE
           -------------                  --------------                 ----------------
              20370101                       20070201                            760900
              20361201                       20070101                            560000
              20361201                       20070101                            620000
              20361201                       20070101                            453000
              20361101                       20061201                            640000
              20361201                       20070101                            514400
              20361101                       20061201                            440000
              20361101                       20061201                            767700
              20370201                       20070301                            796300
              20370201                       20070301                             60400
              20370201                       20070301                            445500
              20370101                       20070201                            126400
              20370101                       20070201                            210000
              20370101                       20070201                           1350000
              20370201                       20070301                            574400
              20370201                       20070301                             90000
              20370201                       20070301                             77600
              20370201                       20070301                            448000
              20370201                       20070301                            750000
              20370201                       20070301                            450000
              20370201                       20070301                            567000
              20370201                       20070301                           1275000
              20370201                       20070301                            700000
              20370201                       20070301                            548000
              20370201                       20070301                            435200
              20370201                       20070301                            556850
              20370201                       20070301                            600000
              20370201                       20070301                            332410
              20370201                       20070301                            104800
              20370201                       20070301                           1440000
              20370201                       20070301                            113050
              20370201                       20070301                            440000
              20370201                       20070301                            539200
              20370201                       20070301                           1000000
              20370201                       20070301                            520000
              20370201                       20070301                            205750
              20370201                       20070301                            131000
              20370201                       20070301                            175200
              20370201                       20070301                            758000
              20370201                       20070301                            423000
              20370201                       20070301                           1365000
              20370201                       20070301                            540000
              20370101                       20070201                            141600
              20370201                       20070301                            313800
              20370201                       20070301                            497000
              20270201                       20070301                            263000
              20370201                       20070301                            556000
              20370201                       20070301                            105600
              20370201                       20070301                            680000
              20370201                       20070301                            545600
              20361001                       20061101                            204400
              20370201                       20070301                            209000
              20370201                       20070301                             98700
              20370201                       20070301                            200000
              20370201                       20070301                            436000
              20370201                       20070301                             93600
              20370201                       20070301                            440000
              20361201                       20070101                            112500
              20370201                       20070301                            528000
              20370201                       20070301                            487000
              20370101                       20070201                            736000
              20370201                       20070301                            152000
              20370201                       20070301                            600000
              20370101                       20070201                            673000
              20370201                       20070301                            600000
              20370201                       20070301                            222000
              20370201                       20070301                            138000
              20370201                       20070301                            471000
              20370101                       20070201                            900000
              20370101                       20070201                            997500
              20370101                       20070201                            480000
              20370201                       20070301                             36000
              20370201                       20070301                             99000
              20370201                       20070301                            480000
              20370201                       20070301                            628000
              20370201                       20070301                            304000
              20370201                       20070301                            430400
              20370201                       20070301                            600000
              20370201                       20070301                            808000
              20370201                       20070301                            139000
              20370201                       20070301                             72000
              20370201                       20070301                           1500000
              20370201                       20070301                            134650
              20370201                       20070301                           1240000
              20370201                       20070301                            235000
              20360601                       20070201                            472400
              20370101                       20070201                            980000
              20370201                       20070301                            439100
              20370201                       20070301                            582000
              20370201                       20070301                             50000
              20370201                       20070301                            536000
              20370201                       20070301                            153450
              20370201                       20070301                            130000
              20370201                       20070301                            185000
              20370201                       20070301                            617574
              20370101                       20070201                            588000
              20370201                       20070301                            608500
              20370201                       20070301                            135000
              20370201                       20070301                            615000
              20370201                       20070301                            320000
              20370201                       20070301                            479500
              20370201                       20070301                            117800
              20370201                       20070301                            750000
              20370201                       20070301                           1300000
              20270201                       20070301                            453650
              20370201                       20070301                            616000
              20370201                       20070301                            700000
              20370101                       20070201                            650000
              20370201                       20070301                            417000
              20370201                       20070301                            308750
              20370201                       20070301                            524000
              20370201                       20070301                            420000
              20370201                       20070301                            475000
              20370201                       20070301                            550000
              20370201                       20070301                            500000
              20370201                       20070301                            502700
              20370201                       20070301                           1187500
              20370201                       20070301                            192000
              20370201                       20070301                            278000
              20370201                       20070301                             90000
              20370201                       20070301                           1000000
              20370201                       20070301                            284000
              20270201                       20070301                            213000
              20370201                       20070301                             91200
              20370201                       20070301                            658000
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              20370201                       20070301                            665000
              20370101                       20070201                            292500
              20361001                       20061101                            193600
              20370201                       20070301                            525000
              20370101                       20070201                            925000
              20370201                       20070301                            148000
              20370201                       20070301                            548000
              20370201                       20070301                            999999
              20370201                       20070301                            296000
              20370201                       20070301                            450000
              20370201                       20070301                            325000
              20370201                       20070301                            632750
              20370101                       20070201                            575400
              20370201                       20070301                            658000
              20370201                       20070301                            836500
              20370101                       20070201                            744000
              20370201                       20070301                            586000
              20370101                       20070201                         301960.42
              20370201                       20070301                            590000
              20370201                       20070301                            535750
              20370201                       20070301                            609400
              20370201                       20070301                            395000
              20370201                       20070301                            458500
              20370101                       20070201                            117600
              20370101                       20070201                            860000
              20370201                       20070301                            575000
              20370201                       20070301                            485000
              20370201                       20070301                            300000
              20370201                       20070301                            616000
              20361001                       20061101                            650000
              20360201                       20070301                            461000
              20370201                       20070301                            583000
              20370101                       20070201                            525000
              20370201                       20070301                            507200
              20370101                       20070201                            704000
              20370201                       20070301                           1478000
              20370201                       20070301                            585000
              20370201                       20070301                            472500
              20361101                       20061201                            284000
              20370101                       20070201                            456000
              20361001                       20061101                           1000000
              20370101                       20070201                            550000
              20361001                       20061101                            648000
              20370201                       20070301                            494000
              20370101                       20070201                            573750
              20370201                       20070301                            492000
              20370201                       20070301                            500000
              20370201                       20070301                           1000000
              20370101                       20070201                            490000
              20370201                       20070301                            417000
              20370201                       20070301                            489040
              20370201                       20070301                            496000
              20370201                       20070301                            468000
              20370201                       20070301                            505000
              20370201                       20070301                            400000
              20370201                       20070301                           1063000
              20370201                       20070301                            493600
              20330201                       20070301                            465200
              20370201                       20070301                            157529
              20370201                       20070301                            535000
              20370201                       20070301                            500000
              20370201                       20070301                            495000
              20370201                       20070301                            400000
              20370201                       20070301                            615000
              20370101                       20070201                            604000
              20370101                       20070201                            681600
              20370101                       20070201                            740600
              20370101                       20070201                            444500
              20370101                       20070201                            211650
              20370101                       20070201                            591000
              20370201                       20070301                            368487
              20370201                       20070301                            570000
              20370201                       20070301                            780000
              20370101                       20070201                           1170000
              20370201                       20070301                            540000
              20370201                       20070301                            650000
              20370201                       20070301                            800000
              20370201                       20070301                            450500
              20370201                       20070301                           1000000
              20370201                       20070301                            448000
              20370101                       20070201                            649500
              20370101                       20070201                            820249
              20470201                       20070301                            626000
              20370201                       20070301                           1198000
              20370201                       20070301                           1000000
              20370201                       20070301                            380000
              20370201                       20070301                            280000
              20370201                       20070301                            285000
              20370201                       20070301                            999999
              20370101                       20070201                            440000
              20370201                       20070301                            475000
              20370201                       20070301                            680000
              20370201                       20070301                            750000
              20370201                       20070301                            841500
              20370201                       20070301                            830000
              20370201                       20070301                            564000
              20370101                       20070201                            650000
              20370201                       20070301                            513000
              20370201                       20070301                            603500
              20370201                       20070301                            725000
              20370101                       20070201                            600000
              20370101                       20070201                            258400
              20370201                       20070301                            806000
              20370201                       20070301                            620000
              20370201                       20070301                            848000
              20360901                       20070301                            645800
              20370201                       20070301                            570000
              20370201                       20070301                            221600
              20370201                       20070301                            535500
              20370101                       20070201                            500000
              20370201                       20070301                            660000
              20370201                       20070301                            597000
              20370201                       20070301                            419000
              20370201                       20070301                            550000
              20370201                       20070301                            486600
              20370201                       20070301                            324000
              20370201                       20070301                           1500000
              20370201                       20070301                            524500
              20370201                       20070301                            293000
              20370201                       20070301                            962400
              20370201                       20070301                            470000
              20370201                       20070301                            475800
              20370101                       20070201                            368000
              20370201                       20070301                           1000000
              20370201                       20070301                            455000
              20370201                       20070301                            436000
              20370201                       20070301                            540000
              20370201                       20070301                            608000
              20370101                       20070201                            555000
              20370101                       20070201                            458000
              20370101                       20070201                           1160000
              20361201                       20070101                            124000
              20370201                       20070301                            550000
              20370201                       20070301                            627600
              20370101                       20070201                             72000
              20370201                       20070301                            800000
              20470201                       20070301                            185900
              20370201                       20070301                            895000
              20370201                       20070301                            806950
              20370201                       20070301                            645000
              20370201                       20070301                            457500
              20370201                       20070301                            572000
              20370201                       20070301                            460000
              20370201                       20070301                            136500
              20370201                       20070301                            588000
              20370201                       20070301                            140000
              20361201                       20070101                           1000000
              20370201                       20070301                            355750
              20370101                       20070201                            560000
              20370201                       20070301                            510000
              20370201                       20070301                            520707
              20370201                       20070301                            299000
              20370101                       20070201                            720000
              20361201                       20070101                            679650
              20370201                       20070301                            479850
              20370101                       20070201                            733000
              20361201                       20070101                            743500
              20361201                       20070101                            579200
              20361201                       20070101                            131000
              20351101                       20051201                            560000
              20370101                       20070201                           1920000
              20370101                       20070201                            493904
              20330101                       20031001                            500000
              20341201                       20051201                            571000
              20350701                       20060501                            505000
              20360801                       20060901                            700000
              20360801                       20060901                            684000
              20360801                       20060901                            612000
              20360701                       20060801                            562500
              20360801                       20060901                            483000
              20360801                       20060901                            656000
              20360801                       20060901                            998250
              20360801                       20060901                            761500
              20360901                       20061001                            500000
              20360801                       20060901                            568802
              20360901                       20061001                            639200
              20360901                       20061001                           1436000
              20360901                       20061001                            551000
              20360901                       20061001                            536000
              20360901                       20061001                            488000
              20360901                       20061001                            488000
              20360901                       20061001                            584000
              20360601                       20060701                            428000
              20360801                       20060901                            500000
              20360901                       20061001                            545000
              20361201                       20070101                            515000
              20361201                       20070101                            648000
              20361201                       20070101                            513000
              20361201                       20070101                            442000
              20370101                       20070201                            520000
              20370101                       20070201                            800000
              20370101                       20070201                            688000
              20370101                       20070201                            540000
              20370101                       20070201                            463200
              20370101                       20070201                            572000
              20370101                       20070201                            572800
              20361201                       20070101                            436000
              20361101                       20061201                            675000
              20361201                       20070101                            643000
              20361201                       20070101                            650000
              20361201                       20070101                            493600
              20361201                       20070101                            735000
              20370101                       20070201                            755000
              20370101                       20070201                            480000
              20370101                       20070201                            593000
              20360901                       20061001                            666400
              20360901                       20061001                            549000
              20360901                       20061001                            660000
              20360901                       20061001                            324000
              20361001                       20061101                            436000
              20361001                       20061101                            399000
              20361001                       20061101                            460000
              20361001                       20061101                            246000
              20361201                       20070101                            799900
              20361001                       20061101                            135200
              20361001                       20061101                            610000
              20361101                       20061201                            612000
              20361101                       20061201                            113600
              20361101                       20061201                            572000
              20361101                       20061201                            593000
              20361201                       20070101                            602750
              20361201                       20070101                           1000000
              20361101                       20061201                            488000
              20361101                       20061201                            637500
              20361101                       20061201                            650000
              20361201                       20070101                            766100
              20361201                       20070101                            750750
              20361101                       20061201                            630000
              20361201                       20070101                            560000
              20361101                       20061201                            548000
              20361101                       20061201                            540000
              20361201                       20070101                            850000
              20361201                       20070101                            460000
              20361101                       20061201                            429500
              20361201                       20070101                            438500
              20361201                       20070101                            745000
              20361101                       20061201                            490400
              20361101                       20061201                            596000
              20361201                       20070101                            432000
              20361201                       20070101                            983000
              20361201                       20070101                            577500
              20361201                       20070101                            212000
              20361101                       20061201                            450000
              20361201                       20070101                            481500
              20361201                       20070101                            505000
              20361201                       20070101                            800000
              20361201                       20070101                            284000
              20361201                       20070101                            545000
              20361201                       20070101                            522000
              20361201                       20070101                            650000
              20361201                       20070101                            478000
              20361201                       20070101                            453200
              20361201                       20070101                            460000
              20361201                       20070101                            585000
              20361201                       20070101                            560000
              20361201                       20070101                           1000000
              20361201                       20070101                            600000
              20361201                       20070101                            630000
              20361201                       20070101                            511200
              20361201                       20070101                            571600
              20370101                       20070201                            612000
              20361201                       20070101                            600000
              20370101                       20070201                            600000
              20370101                       20070201                            470000
              20361201                       20070101                            566500
              20361201                       20070101                            504000
              20361201                       20070101                            825000
              20370101                       20070201                            835000
              20370101                       20070201                            866000
              20370101                       20070201                            513000
              20370101                       20070201                            600000
              20370101                       20070201                            469200
              20361201                       20070101                           1000000
              20361001                       20061101                            172000
              20361101                       20061201                            528000
              20361101                       20061201                            622000
              20361201                       20070101                            550000
              20361201                       20070101                            657000
              20361201                       20070101                            500000
              20361201                       20070101                            548000
              20370101                       20070201                            479000
              20370101                       20070201                            472000
              20361101                       20061201                            176350
              20361201                       20070101                            455000
              20361201                       20070101                            132000
              20361201                       20070101                            520000
              20360901                       20061001                            488000
              20361001                       20061101                            490300
              20361201                       20070101                            685000
              20370101                       20070201                            790000
              20361201                       20070101                            540000
              20370101                       20070201                            620000
              20360601                       20060701                           1000000
              20361001                       20061101                            608000
              20361101                       20061201                            850000
              20361201                       20070101                            626000
              20361201                       20070101                            831200
              20361101                       20061201                            482000
              20361201                       20070101                            470400
              20361201                       20070101                            512000
              20361201                       20070101                            525500
              20361201                       20070101                            638000
              20370101                       20070201                            615000
              20370101                       20070201                            426000
              20361201                       20070101                            503300
              20370101                       20070201                            520000
              20370101                       20070201                            600000
              20361201                       20070101                            535000
              20360901                       20061001                            320000
              20361001                       20061101                            319950
              20361201                       20070101                            550000
              20361201                       20070101                            999950
              20370101                       20070201                            510000
              20370101                       20070201                            550000
              20360901                       20061001                            638000
              20361201                       20070101                            500000
              20361101                       20061201                            531000
              20361101                       20061201                            650000
              20361101                       20061201                           1143750
              20361101                       20061201                           1000000
              20361101                       20061201                            545000
              20361201                       20070101                            625000
              20361201                       20070101                            468000
              20361201                       20070101                            581500
              20361201                       20070101                            519900
              20361201                       20070101                            458000
              20361201                       20070101                            512000
              20361201                       20070101                            548000
              20361201                       20070101                            476000
              20370101                       20070201                            491000
              20361201                       20070101                            480000
              20370101                       20070201                            535000
              20361201                       20070101                            488000
              20361201                       20070101                            514500
              20370101                       20070201                            594000
              20370101                       20070201                            763000
              20361201                       20070101                            608000
              20361201                       20070101                            504000
              20361201                       20070101                            625000
              20370101                       20070201                            615000
              20370101                       20070201                            505000
              20370101                       20070201                            468750
              20370101                       20070201                            515000
              20370101                       20070201                            650000
              20370101                       20070201                            440000
              20361101                       20061201                            465000
              20361101                       20061201                            650000
              20361101                       20061201                            595000
              20361101                       20061201                            480000
              20361201                       20070101                            600000
              20361201                       20070101                            576000
              20361101                       20061201                            589000
              20361201                       20070101                            450000
              20361201                       20070101                            647000
              20361201                       20070101                            576600
              20361201                       20070101                            583500
              20361201                       20070101                            758500
              20361201                       20070101                            744000
              20361201                       20070101                            650000
              20361201                       20070101                           1000000
              20361201                       20070101                            650000
              20361201                       20070101                            500000
              20370101                       20070201                            548000
              20361001                       20061101                            504000
              20361101                       20061201                            480000
              20361101                       20061201                            500000
              20361001                       20061101                            540000
              20360901                       20061001                            509600
              20361001                       20061101                            527000
              20361101                       20061201                            498000
              20361101                       20061201                            471100
              20361101                       20061201                            480000
              20361101                       20061201                            504000
              20361101                       20061201                            520000
              20361101                       20061201                            612000
              20361101                       20061201                            520000
              20361201                       20070101                            920000
              20361201                       20070101                            495200
              20361201                       20070101                            415000
              20361201                       20070101                            560000
              20361201                       20070101                            510800
              20360901                       20061001                            526850
              20361001                       20061101                            540000
              20361001                       20061101                           1530000
              20361101                       20061201                            460000
              20361101                       20061201                            633600
              20361201                       20070101                            650000
              20361201                       20070101                            600000
              20361201                       20070101                            581000
              20370101                       20070201                            556000
              20370101                       20070201                            532000
              20361101                       20061201                            233750
              20361201                       20070101                            589000
              20370101                       20070201                            500000
              20361201                       20070101                            536000
              20360901                       20061001                            500000
              20360901                       20061001                            600000
              20361201                       20070101                            450000
              20361001                       20061101                            593000
              20361101                       20061201                            428500
              20361101                       20061201                            440000
              20361101                       20061201                            600000
              20361101                       20061201                            478000
              20361201                       20070101                            450000
              20361201                       20070101                            580000
              20361201                       20070101                            440000
              20361201                       20070101                            537000
              20361201                       20070101                            600000
              20361201                       20070101                            620000
              20370101                       20070201                            512000
              20361201                       20070101                            545000
              20370101                       20070201                            500000
              20361001                       20061101                           1820000
              20361201                       20070101                            628000
              20361201                       20070101                            207000
              20361201                       20070101                            525000
              20360501                       20060601                            432000
              20360801                       20060901                            460000
              20360801                       20060901                            487000
              20360901                       20061001                            564000
              20360901                       20061001                            240000
              20360901                       20061001                            480000
              20360901                       20061001                            148850
              20361101                       20061201                            461000
              20360901                       20061001                            534900
              20360901                       20061001                            460000
              20360901                       20061001                            465000
              20360901                       20061001                            690000
              20360901                       20061001                            476000
              20360901                       20061001                            650000
              20361001                       20061101                            450000
              20361001                       20061101                            700000
              20361101                       20061201                            483000
              20360901                       20061001                            493300
              20361201                       20070101                            603000
              20361001                       20061101                            508000
              20361201                       20070101                            735000
              20361101                       20061201                            545000
              20361101                       20061201                            460000
              20361001                       20061101                            610000
              20361101                       20061201                            457000
              20361201                       20070101                            530000
              20370101                       20070201                            468000
              20370101                       20070201                            550000
              20361001                       20061101                            500000
              20361001                       20061101                            640000
              20361201                       20070101                            448000
              20361101                       20061201                            559000
              20361101                       20061201                            516500
              20361201                       20070101                            496800
              20361201                       20070101                            573000
              20361201                       20070101                            577000
              20361201                       20070101                            460000
              20361201                       20070101                            600000
              20370101                       20070201                            566400
              20370101                       20070201                            465000
              20370101                       20070201                            516000
              20370101                       20070201                            520000
              20361101                       20061201                            655000
              20361101                       20061201                            650000
              20361101                       20061201                            496000
              20361201                       20070101                            500000
              20361201                       20070101                            650000
              20361201                       20070101                            642000
              20361201                       20070101                            530000
              20361201                       20070101                            450000
              20361201                       20070101                            524000
              20361201                       20070101                            556000
              20361201                       20070101                            700000
              20361201                       20070101                            543000
              20361201                       20070101                            580000
              20361201                       20070101                            851700
              20370101                       20070201                            554000
              20361201                       20070101                            528000
              20370101                       20070201                            510000
              20361201                       20070101                            480000
              20370101                       20070201                            448000
              20370101                       20070201                            475100
              20361201                       20070101                            650000
              20361201                       20070101                            449000
              20370101                       20070201                            544000
              20361001                       20061101                            370000
              20361101                       20061201                            465600
              20361201                       20070101                            455000
              20361101                       20061201                            688000
              20361201                       20070101                           1250000
              20370101                       20070201                            640000
              20361201                       20070101                            280000
              20361001                       20061101                            443000
              20361201                       20070101                            500000
              20361201                       20070101                            510000
              20370101                       20070201                            938000
              20361201                       20070101                            600000
              20361201                       20070101                            560000
              20361201                       20070101                            580000
              20361201                       20070101                            442700
              20361201                       20070101                            494000
              20370101                       20070201                            650000
              20361201                       20070101                            560000
              20370101                       20070201                            457500
              20370101                       20070201                            550000
              20361101                       20061201                            515000
              20361201                       20070101                            479000
              20361201                       20070101                            451500
              20361101                       20061201                            550000
              20361201                       20070101                            693750
              20361201                       20070101                            658000
              20370101                       20070201                            624000
              20370101                       20070201                            482000
              20361201                       20070101                            770400
              20370101                       20070201                            106400
              20361001                       20061101                            495000
              20361001                       20061101                            170000
              20361101                       20061201                            160000
              20361201                       20070101                            602700
              20361201                       20070101                            439500
              20361201                       20070101                            600000
              20370101                       20070201                            548000
              20370101                       20070201                            485000
              20360901                       20061001                            588800
              20361201                       20070101                            680000
              20361201                       20070101                            487000
              20361201                       20070101                           1135000
              20370101                       20070201                            700000
              20370101                       20070201                            336000
              20370101                       20070201                            635000
              20361101                       20061201                            640000
              20361201                       20070101                            648500
              20361201                       20070101                           1160000
              20360901                       20061001                            164250
              20361001                       20061101                            148500
              20361101                       20061201                            125600
              20361101                       20061201                            682100
              20361201                       20070101                            650000
              20370101                       20070201                            532100
              20370101                       20070201                            560000
              20361101                       20061201                           1230000
              20361201                       20070101                            452000
              20361201                       20070101                            719900
              20361101                       20061201                            260000
              20361201                       20070101                            600000
              20361201                       20070101                            499500
              20361201                       20070101                            500000
              20361201                       20070101                            164000
              20361201                       20070101                            500800
              20361201                       20070101                            758500
              20361201                       20070101                            600000
              20361201                       20070101                            163500
              20361201                       20070101                            137600
              20361201                       20070101                            300000
              20361201                       20070101                            470017
              20361201                       20070101                            260000
              20361201                       20070101                            650400
              20361201                       20070101                            560000
              20361201                       20070101                            495000
              20361201                       20070101                            460000
              20361201                       20070101                            585000
              20361101                       20061201                            850000
              20361201                       20070101                            975000
              20361201                       20070101                            165000
              20361201                       20070101                            434700
              20361101                       20061201                            522600
              20361201                       20070101                            999999
              20361101                       20061201                             64000
              20311201                       20070101                            308000
              20361201                       20070101                           1400000
              20361201                       20070101                            928000
              20361201                       20070101                            681600
              20361201                       20070101                           2750000
              20361201                       20070101                            440000
              20361201                       20070101                            112000
              20361201                       20070101                            600000
              20361101                       20061201                            650000
              20351001                       20051101                            365000
              20361201                       20070101                            650000
              20360801                       20060901                            305000


              MATURITY_DATE         PAYMENT                     CURRENT_BALANCE
              -------------         -------                     ---------------
              20370101              4561.98                          759381.25
              20361201              3632.15                           558545.4
              20361201              3969.93                          618349.89
              20361201              3013.82                          451879.53
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              20360901              3329.02                          485681.09
              20361001              3220.92                          488115.57
              20361201              4273.51                          682629.93
              20370101              5255.89                          788701.11
              20361201              3413.17                          538527.55
              20370101              3867.99                          618654.04
              20360601              6403.11                          991881.87
              20361001              3793.13                          603319.54
              20361101              5302.89                          846825.76
              20361201              3854.39                          624063.17
              20361201              5185.61                          828617.47
              20361101              2967.76                          479953.67
              20361201              3012.02                          469148.05
              20361201              3152.47                          510534.99
              20361201              3278.44                          524032.06
              20361201              3980.29                          636217.66
              20370101               3836.8                          611857.75
              20370101              2834.19                          425299.58
              20361201              3139.94                          501894.08
              20370101              3244.12                           519034.2
              20370101                 3250                             600000
              20361201               3337.7                          533169.11
              20360901                 2049                           317876.9
              20361001               2022.3                          318488.06
              20361201              3431.28                          547453.01
              20361201              6156.86                          997088.78
              20370101              3140.16                          509029.66
              20370101              3386.44                          548953.57
              20360901              4138.06                          634657.45
              20361201              2653.59                             499500
              20361101              2931.56                             531000
              20361101              4055.15                          647572.65
              20361101              3352.86                             643750
              20361101              5310.36                          999597.88
              20361101              3008.85                             545000
              20361201              4105.81                          623415.72
              20361201              2486.25                             468000
              20361201              3868.73                           580061.7
              20361201               3243.5                          518447.72
              20361201              3047.09                          456867.15
              20361201              2986.67                             512000
              20361201              2911.25                             548000
              20361201              3008.64                          474702.07
              20370101              2506.15                             491000
              20361201              2994.58                          478507.83
              20370101              2619.27                          534999.27
              20361201              2623.53                          484344.54
              20361201               3294.4                          513130.67
              20370101              3902.16                          592999.08
              20370101              4760.13                           761381.8
              20361201                 3230                             608000
              20361201              3062.36                           502522.9
              20361201              4158.14                          623295.93
              20370101               3836.8                          613857.75
              20370101              2629.69                             504900
              20370101              2886.17                          467858.16
              20370101              3255.15                          514066.34
              20370101              3520.64                          649963.87
              20370101              2709.16                          439162.84
              20361101              2977.45                          463345.31
              20361101              4002.16                          647513.69
              20361101              3222.92                             595000
              20361101              2916.53                          478119.55
              20361201               3597.3                          598199.12
              20361201              3361.38                           574187.2
              20361101              3129.06                             589000
              20361201              2390.63                             450000
              20361201              3571.98                             647000
              20361201              3836.13                          573221.38
              20361201              3882.04                          569607.52
              20361201              4029.53                             758500
              20361201              4887.55                          742114.09
              20361201              4055.15                           644759.6
              20361201              6320.68                          997273.25
              20361201              3453.13                             650000
              20361201              2708.33                             500000
              20370101              3374.13                          546957.37
              20361001              3185.62                          501697.09
              20361101              3073.49                          478291.96
              20361101              2656.25                             500000
              20361001              3502.43                          537649.04
              20360901              3347.71                          506994.16
              20361001              3418.11                           524576.3
              20361101              2749.37                          497999.99
              20361101              2453.65                             471100
              20361101              2544.95                             479050
              20361101                 2730                             504000
              20361101              2816.67                             520000
              20361101               3442.5                             612000
              20361101              3201.73                          518010.93
              20361201              4877.92                           918197.6
              20361201              2733.92                             495200
              20361201              2657.29                          413895.49
              20361201              3493.67                           558270.9
              20361201              2766.83                             510800
              20360901              3373.48                          524022.24
              20361001              3457.68                           537591.4
              20361001              9545.21                          1522838.9
              20361101              2983.55                          458402.38
              20361101              3798.75                          631058.02
              20361201              4002.16                          648140.12
              20361201              3792.41                          598363.94
              20361201              3624.68                          579377.05
              20370101              3468.72                          554676.79
              20370101              3318.99                          531010.89
              20361101              1555.14                          232976.87
              20361201              3722.88                          587205.78
              20370101              3078.59                          498672.19
              20361201              3300.24                          534466.33
              20360901              2812.48                          499997.01
              20360901              3792.41                          596667.66
              20361201              2390.63                             450000
              20361001              3748.16                          590290.41
              20361101              2276.41                             428500
              20361101               2337.5                             440000
              20361101               3312.5                             600000
              20361101              2636.49                          477552.57
              20361201               2437.5                             450000
              20361201              3322.92                             580000
              20361201              2745.03                          438509.12
              20361201              2852.81                             537000
              20361201              3187.47                          599993.75
              20361201              3767.19                          618182.94
              20370101              2933.33                             512000
              20361201              3355.66                          543069.41
              20370101              3078.59                          499048.69
              20361001              11503.6                         1811684.06
              20361201               3866.7                          626203.07
              20361201              1325.44                          206449.08
              20361201              3105.57                          523386.35
              20360501              2730.53                          424882.39
              20360801               2869.8                          456969.69
              20360801              3118.31                          483330.37
              20360901              3705.08                             561116
              20360901              1536.75                          238711.83
              20360901                 2700                             480000
              20360901               965.44                          148066.95
              20361101              2990.04                           459398.9
              20360901              3425.02                          531503.87
              20360901              2945.43                          457531.06
              20360901              2518.31                          464918.75
              20360901              4361.27                          686206.32
              20360901              3047.88                          473180.23
              20360901              4055.15                          646339.54
              20361001              2844.31                          446419.27
              20361001              4424.48                          695990.59
              20361101              3013.29                          480933.38
              20360901              3037.33                          490454.81
              20361201              3761.94                          601315.58
              20361001              2751.67                             508000
              20361201              4585.44                          732946.88
              20361101               2847.5                          536000.06
              20361101              2443.75                             460000
              20361001              3855.61                          607212.76
              20361101              2851.09                          455200.78
              20361201              2815.63                             530000
              20370101              2480.85                          466983.59
              20370101              3431.28                          548978.49
              20361001              3201.55                          497769.84
              20361001              3992.77                          637004.49
              20361201              2794.94                          446742.53
              20361101              3027.15                          558858.74
              20361101              2845.99                             515500
              20361201              2429.47                          496232.25
              20361201              3044.06                           572999.4
              20361201              3185.52                             577000
              20361201              2539.58                          459999.16
              20361201               3694.3                          598283.18
              20370101                 2950                             566400
              20370101                 2325                             465000
              20370101              2848.75                             516000
              20370101               2762.5                             520000
              20361101              3547.92                          654999.96
              20361101               3384.6                          649843.31
              20361101              2738.33                             496000
              20361201              3160.34                          498636.61
              20361201              3588.54                             650000
              20361201              4271.24                          640412.05
              20361201              3393.65                          528589.41
              20361201               2437.5                             450000
              20361201              3312.04                          522571.17
              20361201              3468.72                          554446.86
              20361201              4367.09                          698044.63
              20361201              2880.39                          542190.49
              20361201              3141.67                             580000
              20361201              4788.33                          851258.68
              20370101              3456.24                          552971.05
              20361201              3250.99                          526304.93
              20370101              3140.16                          509029.66
              20361201                 2550                             480000
              20370101              2377.34                             447500
              20370101              2474.48                             475100
              20361201              3453.13                             650000
              20361201              2801.18                          447596.95
              20370101              2946.67                             544000
              20361001              2308.32                          368268.21
              20361101               2667.5                             465600
              20361201              2801.51                          453093.39
              20361101               3648.7                           686813.7
              20361201              8003.89                         1246673.15
              20370101                 3400                             640000
              20361201              1792.87                          279077.85
              20361001              2763.74                          440926.58
              20361201              3119.35                          498603.31
              20361201              3223.55                          508609.34
              20370101              5775.43                          936215.34
              20361201               3187.5                             600000
              20361201              3448.02                          558397.63
              20361201              3141.03                          579883.02
              20361201              2798.17                          441492.85
              20361201              2675.25                          493891.83
              20370101              4055.15                          648792.76
              20361201              3539.58                          558062.95
              20370101              2816.91                          456629.54
              20370101              3209.65                          548848.79
              20361101              2896.88                             515000
              20361201              2988.34                          477661.96
              20361201              2304.53                          451499.96
              20361101              2978.71                          549915.99
              20361201              3787.67                          686068.29
              20361201              2302.19                             417000
              20370101              3842.08                          622812.76
              20370101              2560.63                             482000
              20361201              4806.29                          768247.99
              20370101               690.11                          106216.26
              20361001              3128.74                          489553.76
              20361001              1116.78                          169277.67
              20361101              1011.31                          159011.81
              20361201              3760.06                          601016.44
              20361201              2334.84                             439500
              20361201              3792.41                          598363.94
              20370101              3374.13                          546957.37
              20370101              2986.23                          480469.15
              20360901              3818.95                          585715.21
              20361201              4186.88                          660707.23
              20361201              3038.25                          485639.61
              20361201              6026.02                         1134310.39
              20370101              4310.02                          698567.64
              20370101               2096.2                          335375.95
              20370101              3373.44                             635000
              20361101              3333.13                          639960.64
              20361201              3992.93                          645635.91
              20361201              6645.83                            1160000
              20360901              1092.76                          163430.33
              20361001              1000.47                          147736.76
              20361101                825.1                          125174.29
              20361101              3765.76                             682100
              20361201              4002.16                          648140.12
              20370101              3451.19                          531181.17
              20370101              2916.67                             560000
              20361101              6779.58                            1228000
              20361201              2856.95                          450767.49
              20361201              4491.24                          717889.05
              20361101              1773.66                          259082.74
              20361201              3059.19                          564773.74
              20361201              3116.23                          498104.71
              20361201              2702.92                          499000.01
              20361201               888.33                             164000
              20361201               3165.4                          499399.83
              20361201              4187.55                             758500
              20361201              3841.87                          598403.11
              20361201              1074.08                          163079.41
              20361201               915.46                          137259.65
              20361201              1871.61                          299161.98
              20361201              2741.77                             470017
              20361201              1686.36                          259299.79
              20361201                 3523                          650399.68
              20361201              3091.67                             560000
              20361201              3503.58                          493918.36
              20361201              2983.55                          458804.45
              20361201               3697.6                          583404.85
              20361101              5164.69                          846670.03
              20361201              5484.38                             975000
              20361201              1056.51                          164289.38
              20361201               2747.6                          433502.86
              20361101              2885.19                             522600
              20361201              6238.69                          997205.62
              20361101               442.03                            63803.4
              20311201              2152.38                          306829.93
              20361201              8848.96                         1396182.52
              20361201              5865.59                          925469.57
              20361201                 3621                             681600
              20361201             17156.42                          2742318.2
              20361201              2429.17                             440000
              20361201               707.92                           111694.6
              20361201              3743.22                          598323.97
              20361101              4270.04                          647796.83
              20351001              2247.37                          358860.62
              20361201              3520.83                             650000
              20360801              1978.22                          303130.54


           MATURITY_DATE         STATE1                                   STATED_REM_TERM
           -------------         ------                                   ---------------
              20370101         Arizona                                                358
              20361201         Texas                                                  357
              20361201         Massachusetts                                          357
              20361201         California                                             357
              20361101         California                                             356
              20361201         Washington                                             357
              20361101         California                                             356
              20361101         Virginia                                               356
              20370201         California                                             359
              20370201         South Carolina                                         359
              20370201         Colorado                                               359
              20370101         North Carolina                                         358
              20370101         North Carolina                                         358
              20370101         Texas                                                  358
              20370201         Michigan                                               359
              20370201         Indiana                                                359
              20370201         Kentucky                                               359
              20370201         California                                             359
              20370201         Virginia                                               359
              20370201         Virginia                                               359
              20370201         Illinois                                               359
              20370201         Maryland                                               359
              20370201         Hawaii                                                 359
              20370201         Illinois                                               359
              20370201         Virginia                                               359
              20370201         California                                             359
              20370201         Maryland                                               359
              20370201         New Jersey                                             359
              20370201         Missouri                                               359
              20370201         Michigan                                               359
              20370201         Illinois                                               359
              20370201         Florida                                                359
              20370201         Virginia                                               359
              20370201         Maryland                                               359
              20370201         Illinois                                               359
              20370201         Vermont                                                359
              20370201         Maine                                                  359
              20370201         Georgia                                                359
              20370201         Maryland                                               359
              20370201         Illinois                                               359
              20370201         Utah                                                   359
              20370201         Virginia                                               359
              20370101         Florida                                                358
              20370201         Florida                                                359
              20370201         North Carolina                                         359
              20270201         New York                                               239
              20370201         California                                             359
              20370201         Virginia                                               359
              20370201         California                                             359
              20370201         Maryland                                               359
              20361001         Florida                                                355
              20370201         Texas                                                  359
              20370201         Virginia                                               359
              20370201         Vermont                                                359
              20370201         Virginia                                               359
              20370201         Virginia                                               359
              20370201         Maryland                                               359
              20361201         West Virginia                                          357
              20370201         California                                             359
              20370201         California                                             359
              20370101         Washington                                             358
              20370201         Pennsylvania                                           359
              20370201         Virginia                                               359
              20370101         Colorado                                               358
              20370201         Florida                                                359
              20370201         Oregon                                                 359
              20370201         Arizona                                                359
              20370201         Maryland                                               359
              20370101         California                                             358
              20370101         California                                             358
              20370101         Texas                                                  358
              20370201         Ohio                                                   359
              20370201         Ohio                                                   359
              20370201         Florida                                                359
              20370201         Virginia                                               359
              20370201         Massachusetts                                          359
              20370201         California                                             359
              20370201         California                                             359
              20370201         California                                             359
              20370201         Massachusetts                                          359
              20370201         Arizona                                                359
              20370201         California                                             359
              20370201         North Carolina                                         359
              20370201         Maryland                                               359
              20370201         Tennessee                                              359
              20360601         Washington                                             351
              20370101         Colorado                                               358
              20370201         California                                             359
              20370201         California                                             359
              20370201         Missouri                                               359
              20370201         Florida                                                359
              20370201         Virginia                                               359
              20370201         Virginia                                               359
              20370201         Rhode Island                                           359
              20370201         Nevada                                                 359
              20370101         Ohio                                                   358
              20370201         Tennessee                                              359
              20370201         Illinois                                               359
              20370201         California                                             359
              20370201         New Jersey                                             359
              20370201         Florida                                                359
              20370201         Iowa                                                   359
              20370201         Idaho                                                  359
              20370201         Idaho                                                  359
              20270201         Maryland                                               239
              20370201         Minnesota                                              359
              20370201         Texas                                                  359
              20370101         Minnesota                                              358
              20370201         Florida                                                359
              20370201         Pennsylvania                                           359
              20370201         Nevada                                                 359
              20370201         Maryland                                               359
              20370201         Ohio                                                   359
              20370201         Maryland                                               359
              20370201         Virginia                                               359
              20370201         California                                             359
              20370201         California                                             359
              20370201         Wisconsin                                              359
              20370201         California                                             359
              20370201         Illinois                                               359
              20370201         California                                             359
              20370201         Maryland                                               359
              20270201         Massachusetts                                          239
              20370201         Texas                                                  359
              20370201         California                                             359
              20370201         Illinois                                               359
              20370201         Maryland                                               359
              20370201         North Carolina                                         359
              20370201         Pennsylvania                                           359
              20370201         Oregon                                                 359
              20370201         Maryland                                               359
              20370201         Florida                                                359
              20370201         Arizona                                                359
              20370101         Maryland                                               358
              20370201         Arizona                                                359
              20370201         California                                             359
              20370201         Virginia                                               359
              20370201         Maryland                                               359
              20370201         California                                             359
              20370201         Texas                                                  359
              20370201         Ohio                                                   359
              20370201         Maryland                                               359
              20370201         Virginia                                               359
              20370201         Florida                                                359
              20370201         Pennsylvania                                           359
              20370101         Florida                                                358
              20370201         Florida                                                359
              20370201         South Carolina                                         359
              20370201         North Carolina                                         359
              20370201         Oregon                                                 359
              20370201         California                                             359
              20370201         Virginia                                               359
              20370201         Maryland                                               359
              20370201         Texas                                                  359
              20370201         Florida                                                359
              20370201         Colorado                                               359
              20370201         California                                             359
              20370201         Illinois                                               359
              20370101         Wisconsin                                              358
              20370101         Texas                                                  358
              20370201         Illinois                                               359
              20370301         New Jersey                                             360
              20370201         Maryland                                               359
              20370201         Alabama                                                359
              20370201         Massachusetts                                          359
              20370201         Ohio                                                   359
              20370201         Utah                                                   359
              20370201         Washington                                             359
              20370201         Texas                                                  359
              20370201         Kentucky                                               359
              20370201         California                                             359
              20370201         Ohio                                                   359
              20370201         Wisconsin                                              359
              20370201         California                                             359
              20370201         Washington                                             359
              20370201         Oklahoma                                               359
              20370201         California                                             359
              20361201         Idaho                                                  357
              20370201         Virginia                                               359
              20370101         Florida                                                358
              20370101         Virginia                                               358
              20370201         Utah                                                   359
              20370101         Texas                                                  358
              20370201         Delaware                                               359
              20370201         Florida                                                359
              20370201         Ohio                                                   359
              20370201         Texas                                                  359
              20370201         Maryland                                               359
              20370201         Washington                                             359
              20370201         Arizona                                                359
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20370201         Virginia                                               359
              20370201         Arizona                                                359
              20370201         Texas                                                  359
              20370101         New Jersey                                             358
              20370201         Maryland                                               359
              20370201         Illinois                                               359
              20370201         Florida                                                359
              20370201         California                                             359
              20370201         Virginia                                               359
              20370201         Maryland                                               359
              20370201         Washington                                             359
              20370201         California                                             359
              20370201         Michigan                                               359
              20370201         Ohio                                                   359
              20370201         Vermont                                                359
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20370201         Ohio                                                   359
              20370201         Illinois                                               359
              20370201         Virginia                                               359
              20270201         Ohio                                                   239
              20370201         Maryland                                               359
              20370201         Florida                                                359
              20370201         Minnesota                                              359
              20370101         Virginia                                               358
              20370201         Arizona                                                359
              20370201         Ohio                                                   359
              20370201         California                                             359
              20370201         Maryland                                               359
              20370201         Florida                                                359
              20370201         Virginia                                               359
              20370201         Washington                                             359
              20370201         California                                             359
              20370201         Minnesota                                              359
              20370101         Maryland                                               358
              20370101         Washington                                             358
              20370201         Florida                                                359
              20370201         Arizona                                                359
              20370201         Texas                                                  359
              20370201         Louisiana                                              359
              20370101         Florida                                                358
              20370201         Florida                                                359
              20370201         California                                             359
              20370201         Texas                                                  359
              20370201         Virginia                                               359
              20370201         Maryland                                               359
              20370201         Idaho                                                  359
              20370201         Colorado                                               359
              20370201         Texas                                                  359
              20370201         Maryland                                               359
              20370201         Ohio                                                   359
              20370201         Rhode Island                                           359
              20370201         Illinois                                               359
              20370201         California                                             359
              20370101         Virginia                                               358
              20370201         California                                             359
              20370201         New York                                               359
              20370101         Illinois                                               358
              20370201         California                                             359
              20370101         Texas                                                  358
              20370201         Colorado                                               359
              20370101         California                                             358
              20470101         California                                             358
              20370201         Maryland                                               359
              20361001         Colorado                                               355
              20370201         Texas                                                  359
              20361001         Arizona                                                355
              20370201         California                                             359
              20370201         California                                             359
              20370201         California                                             359
              20370101         Georgia                                                358
              20370201         Washington                                             359
              20361001         Nevada                                                 355
              20370201         Maryland                                               359
              20370201         New Jersey                                             359
              20370101         California                                             358
              20370201         Virginia                                               359
              20370101         Georgia                                                358
              20370101         Pennsylvania                                           358
              20370101         South Carolina                                         358
              20370101         Texas                                                  358
              20370101         District of Columbia                                   358
              20370201         Maryland                                               359
              20370201         District of Columbia                                   359
              20370101         Virginia                                               358
              20370201         Texas                                                  359
              20370201         Massachusetts                                          359
              20370201         California                                             359
              20370201         California                                             359
              20370101         Texas                                                  358
              20370101         North Carolina                                         358
              20370201         Virginia                                               359
              20370201         Maryland                                               359
              20370201         Illinois                                               359
              20470201         California                                             359
              20370201         Texas                                                  359
              20370101         Maryland                                               358
              20370101         Rhode Island                                           358
              20370201         Georgia                                                359
              20370201         Maryland                                               359
              20370201         Illinois                                               359
              20370201         Illinois                                               359
              20370201         Virginia                                               359
              20360701         Maryland                                               352
              20370101         Texas                                                  358
              20370101         Maryland                                               358
              20370101         Maryland                                               358
              20370101         South Carolina                                         358
              20370201         North Carolina                                         359
              20370201         Illinois                                               359
              20370201         Arizona                                                359
              20370201         Oregon                                                 359
              20370201         Illinois                                               359
              20370201         California                                             359
              20370201         Texas                                                  359
              20370201         Michigan                                               359
              20370201         Maryland                                               359
              20370101         Colorado                                               358
              20370201         Maryland                                               359
              20370201         Texas                                                  359
              20370101         Missouri                                               358
              20370101         Florida                                                358
              20370201         Kentucky                                               359
              20370201         Arizona                                                359
              20370101         Colorado                                               358
              20370201         Oregon                                                 359
              20370201         Massachusetts                                          359
              20370201         Virginia                                               359
              20370201         Minnesota                                              359
              20370101         Texas                                                  358
              20370101         Washington                                             358
              20361201         Arkansas                                               357
              20370101         Illinois                                               358
              20370201         South Carolina                                         359
              20370201         Texas                                                  359
              20370201         Pennsylvania                                           359
              20370201         Massachusetts                                          359
              20370101         Massachusetts                                          358
              20370201         Virginia                                               359
              20370101         New Mexico                                             358
              20370201         Ohio                                                   359
              20370101         North Carolina                                         358
              20370201         California                                             359
              20370201         Wisconsin                                              359
              20370201         Florida                                                359
              20370201         Ohio                                                   359
              20370201         New Jersey                                             359
              20370201         California                                             359
              20370101         Indiana                                                358
              20370201         California                                             359
              20370201         Ohio                                                   359
              20370101         Minnesota                                              358
              20370201         California                                             359
              20370201         Illinois                                               359
              20370201         Maryland                                               359
              20370101         California                                             358
              20370101         California                                             358
              20370201         Ohio                                                   359
              20370201         California                                             359
              20370201         Washington                                             359
              20370101         Idaho                                                  358
              20370201         Florida                                                359
              20370201         California                                             359
              20370201         Washington                                             359
              20370201         Florida                                                359
              20370201         Missouri                                               359
              20370201         Maryland                                               359
              20370201         Florida                                                359
              20370201         North Carolina                                         359
              20370201         Maryland                                               359
              20370201         Illinois                                               359
              20270201         Missouri                                               239
              20370101         New Jersey                                             358
              20370101         Arizona                                                358
              20370201         Maryland                                               359
              20370201         Vermont                                                359
              20370201         Virginia                                               359
              20370201         Virginia                                               359
              20370201         California                                             359
              20370201         New Jersey                                             359
              20370201         Maryland                                               359
              20370201         Kentucky                                               359
              20370201         Rhode Island                                           359
              20370201         Arizona                                                359
              20370201         Louisiana                                              359
              20370201         Ohio                                                   359
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20370201         Texas                                                  359
              20370201         New York                                               359
              20470201         California                                             359
              20370201         Washington                                             359
              20370201         Hawaii                                                 359
              20370201         California                                             359
              20370201         Maryland                                               359
              20370201         Florida                                                359
              20370201         California                                             359
              20370201         Washington                                             359
              20370101         Virginia                                               358
              20370201         California                                             359
              20370201         Ohio                                                   359
              20370201         Minnesota                                              359
              20370201         Rhode Island                                           359
              20370201         Massachusetts                                          359
              20370201         Missouri                                               359
              20370201         Illinois                                               359
              20370201         Colorado                                               359
              20370201         Florida                                                359
              20370201         New York                                               359
              20370101         Florida                                                358
              20370201         Virginia                                               359
              20370201         Virginia                                               359
              20370101         Virginia                                               358
              20370201         North Carolina                                         359
              20370301         Florida                                                360
              20370101         Washington                                             358
              20370201         Illinois                                               359
              20370201         Maryland                                               359
              20370201         California                                             359
              20370201         California                                             359
              20370201         Indiana                                                359
              20370201         Nevada                                                 359
              20370201         Georgia                                                359
              20370201         California                                             359
              20370201         Nevada                                                 359
              20370201         Arizona                                                359
              20370201         North Carolina                                         359
              20370201         Maryland                                               359
              20370201         Florida                                                359
              20370201         Maryland                                               359
              20370201         Texas                                                  359
              20370201         Ohio                                                   359
              20370201         Maryland                                               359
              20370201         Washington                                             359
              20370201         Florida                                                359
              20370101         Maryland                                               358
              20370201         Maryland                                               359
              20370201         Washington                                             359
              20370201         Ohio                                                   359
              20370201         Pennsylvania                                           359
              20370201         Minnesota                                              359
              20370201         District of Columbia                                   359
              20370201         Virginia                                               359
              20370201         District of Columbia                                   359
              20370201         Indiana                                                359
              20370201         California                                             359
              20370201         Georgia                                                359
              20370201         Maryland                                               359
              20370201         Illinois                                               359
              20370201         Texas                                                  359
              20370101         Texas                                                  358
              20370201         District of Columbia                                   359
              20370201         Washington                                             359
              20370201         California                                             359
              20370201         Ohio                                                   359
              20370201         Florida                                                359
              20370201         New Jersey                                             359
              20370201         Oklahoma                                               359
              20370201         New Jersey                                             359
              20370201         Oregon                                                 359
              20370101         Texas                                                  358
              20361201         Colorado                                               357
              20370201         Illinois                                               359
              20370201         Colorado                                               359
              20370101         New Mexico                                             358
              20370101         North Carolina                                         358
              20370101         California                                             358
              20370101         Arizona                                                358
              20370201         Washington                                             359
              20370201         Virginia                                               359
              20370201         Ohio                                                   359
              20370201         New York                                               359
              20370201         Kentucky                                               359
              20370101         District of Columbia                                   358
              20370201         Maryland                                               359
              20370201         Texas                                                  359
              20370201         California                                             359
              20370201         Illinois                                               359
              20370201         Maryland                                               359
              20370101         New Hampshire                                          358
              20370201         New York                                               359
              20370201         Virginia                                               359
              20370201         Virginia                                               359
              20370101         Pennsylvania                                           358
              20370101         Texas                                                  358
              20370101         Colorado                                               358
              20370201         Texas                                                  359
              20370201         California                                             359
              20370201         California                                             359
              20370201         California                                             359
              20370201         California                                             359
              20370201         Michigan                                               359
              20370201         Virginia                                               359
              20370201         Texas                                                  359
              20370101         California                                             358
              20370201         Pennsylvania                                           359
              20370201         Washington                                             359
              20370201         Tennessee                                              359
              20370201         California                                             359
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20370101         Nevada                                                 358
              20370201         Montana                                                359
              20370101         California                                             358
              20370201         Pennsylvania                                           359
              20370201         Virginia                                               359
              20370201         Texas                                                  359
              20370101         California                                             358
              20370201         Virginia                                               359
              20370201         California                                             359
              20370201         Hawaii                                                 359
              20370201         Texas                                                  359
              20370201         Virginia                                               359
              20370201         California                                             359
              20370201         Massachusetts                                          359
              20270201         Texas                                                  239
              20370201         California                                             359
              20370201         Virginia                                               359
              20370201         California                                             359
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20370201         California                                             359
              20370201         California                                             359
              20370201         Maryland                                               359
              20370201         Massachusetts                                          359
              20370201         Virginia                                               359
              20370201         Maryland                                               359
              20370101         Arizona                                                358
              20370201         California                                             359
              20370201         Illinois                                               359
              20370201         California                                             359
              20370201         Maryland                                               359
              20370101         Texas                                                  358
              20370201         Massachusetts                                          359
              20370201         Georgia                                                359
              20370201         Arizona                                                359
              20370201         Maryland                                               359
              20370101         Virginia                                               358
              20370101         Virginia                                               358
              20370201         Illinois                                               359
              20370201         California                                             359
              20370201         Arizona                                                359
              20370201         Arizona                                                359
              20370201         Florida                                                359
              20370201         California                                             359
              20370201         Pennsylvania                                           359
              20370201         California                                             359
              20370201         Illinois                                               359
              20370201         California                                             359
              20370101         Illinois                                               358
              20370101         Colorado                                               358
              20370201         Georgia                                                359
              20370201         Georgia                                                359
              20370201         Maryland                                               359
              20370101         Michigan                                               358
              20370201         Texas                                                  359
              20370201         California                                             359
              20370201         Texas                                                  359
              20370201         Virginia                                               359
              20370101         Colorado                                               358
              20370201         Indiana                                                359
              20370201         Virginia                                               359
              20370201         Virginia                                               359
              20370101         Georgia                                                358
              20370201         Michigan                                               359
              20370101         Texas                                                  358
              20370201         Maryland                                               359
              20370201         California                                             359
              20370201         California                                             359
              20370201         Texas                                                  359
              20370201         Texas                                                  359
              20370201         Georgia                                                359
              20370201         Illinois                                               359
              20370101         California                                             358
              20370201         Maryland                                               359
              20370201         Virginia                                               359
              20370201         California                                             359
              20370201         Virginia                                               359
              20370101         California                                             358
              20370201         Virginia                                               359
              20270201         California                                             239
              20370201         Florida                                                359
              20370201         California                                             359
              20370201         Virginia                                               359
              20370201         Illinois                                               359
              20370201         Kentucky                                               359
              20370201         California                                             359
              20370201         California                                             359
              20470201         Virginia                                               359
              20370101         California                                             358
              20370201         California                                             359
              20370201         Maryland                                               359
              20370201         Virginia                                               359
              20370201         Virginia                                               359
              20360701         Maryland                                               352
              20370201         Michigan                                               359
              20370201         District of Columbia                                   359
              20370201         California                                             359
              20370201         Iowa                                                   359
              20370201         Massachusetts                                          359
              20370201         Texas                                                  359
              20370201         New Mexico                                             359
              20370201         California                                             359
              20370201         Arizona                                                359
              20370201         Georgia                                                359
              20370101         Illinois                                               358
              20370201         Massachusetts                                          359
              20370201         California                                             359
              20370201         California                                             359
              20370101         Texas                                                  358
              20370101         Delaware                                               358
              20370201         Maryland                                               359
              20370201         California                                             359
              20370201         Arizona                                                359
              20370101         Utah                                                   358
              20270201         Maryland                                               239
              20370201         District of Columbia                                   359
              20370201         Pennsylvania                                           359
              20370201         California                                             359
              20370101         Missouri                                               358
              20370101         Illinois                                               358
              20370201         Michigan                                               359
              20370201         California                                             359
              20370201         Maryland                                               359
              20370201         Maine                                                  359
              20370101         Missouri                                               358
              20370201         Hawaii                                                 359
              20361201         Texas                                                  357
              20370201         Illinois                                               359
              20370201         Washington                                             359
              20370201         Virginia                                               359
              20370101         Maryland                                               358
              20370201         Georgia                                                359
              20370201         Virginia                                               359
              20370201         California                                             359
              20370101         California                                             358
              20370201         Maryland                                               359
              20370101         California                                             358
              20370101         Texas                                                  358
              20370201         Colorado                                               359
              20370201         Connecticut                                            359
              20370201         Maryland                                               359
              20370201         Virginia                                               359
              20370201         Virginia                                               359
              20370201         Texas                                                  359
              20370201         Virginia                                               359
              20370201         Illinois                                               359
              20370201         Georgia                                                359
              20370201         South Carolina                                         359
              20370201         District of Columbia                                   359
              20370201         Virginia                                               359
              20370201         Florida                                                359
              20370101         Kansas                                                 358
              20370201         Virginia                                               359
              20370201         New Jersey                                             359
              20370201         Maryland                                               359
              20370201         District of Columbia                                   359
              20370101         Texas                                                  358
              20370201         Virginia                                               359
              20370201         Maryland                                               359
              20370201         Minnesota                                              359
              20470201         District of Columbia                                   359
              20351101         Arkansas                                               344
              20460801         New Jersey                                             354
              20370201         California                                             359
              20370101         District of Columbia                                   358
              20370201         California                                             359
              20370201         Virginia                                               359
              20370201         North Carolina                                         359
              20370201         Virginia                                               359
              20370201         Virginia                                               359
              20350201         California                                             335
              20370201         Georgia                                                359
              20361101         North Carolina                                         356
              20370201         Georgia                                                359
              20370201         Maryland                                               359
              20370201         Virginia                                               359
              20370201         Massachusetts                                          359
              20370101         Illinois                                               358
              20370201         Maryland                                               359
              20370201         California                                             359
              20370201         California                                             359
              20370201         Virginia                                               359
              20370201         Texas                                                  359
              20370101         California                                             358
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20361201         Maryland                                               357
              20370101         Texas                                                  358
              20370101         Georgia                                                358
              20370201         California                                             359
              20370201         California                                             359
              20370201         California                                             359
              20370101         Texas                                                  358
              20361101         Colorado                                               356
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20370101         District of Columbia                                   358
              20370201         Pennsylvania                                           359
              20370201         Texas                                                  359
              20370201         Maryland                                               359
              20370201         Texas                                                  359
              20370201         California                                             359
              20370201         Oregon                                                 359
              20370201         Georgia                                                359
              20370101         Ohio                                                   358
              20361001         Texas                                                  355
              20370201         District of Columbia                                   359
              20370101         District of Columbia                                   358
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20370201         North Carolina                                         359
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20370201         New Jersey                                             359
              20370101         Maryland                                               358
              20370201         Illinois                                               359
              20370201         New York                                               359
              20370101         Virginia                                               358
              20370201         Maryland                                               359
              20370101         Maryland                                               358
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20370201         California                                             359
              20370201         California                                             359
              20370201         Illinois                                               359
              20370101         North Carolina                                         358
              20370101         Virginia                                               358
              20370201         California                                             359
              20370201         New Jersey                                             359
              20370201         Maryland                                               359
              20370201         Illinois                                               359
              20361001         California                                             355
              20360201         Maryland                                               347
              20370201         Illinois                                               359
              20370101         California                                             358
              20370201         Virginia                                               359
              20370101         Hawaii                                                 358
              20370201         California                                             359
              20370201         California                                             359
              20370201         Colorado                                               359
              20361101         Maryland                                               356
              20370101         Virginia                                               358
              20361001         California                                             355
              20370101         Illinois                                               358
              20361001         Minnesota                                              355
              20370201         Maryland                                               359
              20370101         Illinois                                               358
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20370201         Georgia                                                359
              20370101         Washington                                             358
              20370201         Texas                                                  359
              20370201         California                                             359
              20370201         Minnesota                                              359
              20370201         Virginia                                               359
              20370201         Washington                                             359
              20370201         Texas                                                  359
              20370201         Maryland                                               359
              20370201         Alabama                                                359
              20330201         Colorado                                               311
              20370201         District of Columbia                                   359
              20370201         Georgia                                                359
              20370201         Maryland                                               359
              20370201         Virginia                                               359
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20370101         Colorado                                               358
              20370101         Texas                                                  358
              20370101         Utah                                                   358
              20370101         California                                             358
              20370101         Maryland                                               358
              20370101         California                                             358
              20370201         Maryland                                               359
              20370201         Illinois                                               359
              20370201         California                                             359
              20370101         Florida                                                358
              20370201         Illinois                                               359
              20370201         Arizona                                                359
              20370201         California                                             359
              20370201         Georgia                                                359
              20370201         District of Columbia                                   359
              20370201         New Jersey                                             359
              20370101         Virginia                                               358
              20370101         Texas                                                  358
              20470201         Virginia                                               359
              20370201         Maryland                                               359
              20370201         Georgia                                                359
              20370201         California                                             359
              20370201         California                                             359
              20370201         Colorado                                               359
              20370201         Illinois                                               359
              20370101         Virginia                                               358
              20370201         California                                             359
              20370201         California                                             359
              20370201         Georgia                                                359
              20370201         Ohio                                                   359
              20370201         Maryland                                               359
              20370201         California                                             359
              20370101         Virginia                                               358
              20370201         Vermont                                                359
              20370201         New Mexico                                             359
              20370201         Virginia                                               359
              20370101         Virginia                                               358
              20370101         Georgia                                                358
              20370201         California                                             359
              20370201         Maryland                                               359
              20370201         Texas                                                  359
              20360901         Maryland                                               354
              20370201         California                                             359
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20370101         California                                             358
              20370201         Virginia                                               359
              20370201         California                                             359
              20370201         California                                             359
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20370201         Virginia                                               359
              20370201         Connecticut                                            359
              20370201         Maryland                                               359
              20370201         Maryland                                               359
              20370201         Illinois                                               359
              20370201         California                                             359
              20370101         Nevada                                                 358
              20370201         Virginia                                               359
              20370201         California                                             359
              20370201         Texas                                                  359
              20370201         California                                             359
              20370201         Wisconsin                                              359
              20370101         Tennessee                                              358
              20370101         California                                             358
              20370101         California                                             358
              20361201         South Carolina                                         357
              20370201         Texas                                                  359
              20370201         California                                             359
              20370101         Texas                                                  358
              20370201         Missouri                                               359
              20470201         Florida                                                359
              20370201         Florida                                                359
              20370201         Virginia                                               359
              20370201         California                                             359
              20370201         Pennsylvania                                           359
              20370201         Missouri                                               359
              20370201         Arizona                                                359
              20370201         Georgia                                                359
              20370201         Massachusetts                                          359
              20370201         North Carolina                                         359
              20361201         Texas                                                  357
              20370201         Florida                                                359
              20370101         Texas                                                  358
              20370201         New Jersey                                             359
              20370201         District of Columbia                                   359
              20370201         Maryland                                               359
              20370101         Virginia                                               358
              20361201         Texas                                                  357
              20370201         Illinois                                               359
              20370101         Arizona                                                358
              20361201         Washington                                             357
              20361201         Indiana                                                357
              20361201         Nebraska                                               357
              20351101         Virginia                                               344
              20370101         Illinois                                               358
              20370101         Illinois                                               358
              20330101         Maryland                                               310
              20341201         Virginia                                               333
              20350701         Virginia                                               340
              20360801         Maryland                                               353
              20360801         Virginia                                               353
              20360801         Virginia                                               353
              20360701         Maryland                                               352
              20360801         Maryland                                               353
              20360801         Maryland                                               353
              20360801         Virginia                                               353
              20360801         Maryland                                               353
              20360901         Maryland                                               354
              20360801         Virginia                                               353
              20360901         Maryland                                               354
              20360901         District of Columbia                                   354
              20360901         Virginia                                               354
              20360901         Virginia                                               354
              20360901         Virginia                                               354
              20360901         Maryland                                               354
              20360901         Virginia                                               354
              20360601         New York                                               351
              20360801         New York                                               353
              20360901         California                                             354
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20370101         California                                             358
              20370101         California                                             358
              20370101         California                                             358
              20370101         California                                             358
              20370101         California                                             358
              20370101         Alabama                                                358
              20370101         Tennessee                                              358
              20361201         New Jersey                                             357
              20361101         New Jersey                                             356
              20361201         New Jersey                                             357
              20361201         Michigan                                               357
              20361201         Michigan                                               357
              20361201         New Jersey                                             357
              20370101         New Jersey                                             358
              20370101         New Jersey                                             358
              20370101         New Jersey                                             358
              20360901         California                                             354
              20360901         California                                             354
              20360901         California                                             354
              20360901         Minnesota                                              354
              20361001         Massachusetts                                          355
              20361001         Utah                                                   355
              20361001         California                                             355
              20361001         Arizona                                                355
              20361201         New Jersey                                             357
              20361001         Massachusetts                                          355
              20361001         California                                             355
              20361101         California                                             356
              20361101         Michigan                                               356
              20361101         California                                             356
              20361101         Arizona                                                356
              20361201         Massachusetts                                          357
              20361201         Washington                                             357
              20361101         Washington                                             356
              20361101         Arizona                                                356
              20361101         Arizona                                                356
              20361201         Massachusetts                                          357
              20361201         Massachusetts                                          357
              20361101         Arizona                                                356
              20361201         Massachusetts                                          357
              20361101         Virginia                                               356
              20361101         Georgia                                                356
              20361201         Arizona                                                357
              20361201         Arizona                                                357
              20361101         Arizona                                                356
              20361201         South Carolina                                         357
              20361201         Minnesota                                              357
              20361101         California                                             356
              20361101         California                                             356
              20361201         Massachusetts                                          357
              20361201         North Carolina                                         357
              20361201         California                                             357
              20361201         Colorado                                               357
              20361101         California                                             356
              20361201         California                                             357
              20361201         California                                             357
              20361201         Massachusetts                                          357
              20361201         Oregon                                                 357
              20361201         California                                             357
              20361201         California                                             357
              20361201         Virginia                                               357
              20361201         Washington                                             357
              20361201         Arizona                                                357
              20361201         Washington                                             357
              20361201         Nevada                                                 357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         Maryland                                               357
              20361201         Massachusetts                                          357
              20370101         California                                             358
              20361201         Washington                                             357
              20370101         Illinois                                               358
              20370101         New Jersey                                             358
              20361201         California                                             357
              20361201         Colorado                                               357
              20361201         California                                             357
              20370101         California                                             358
              20370101         California                                             358
              20370101         California                                             358
              20370101         Pennsylvania                                           358
              20370101         Colorado                                               358
              20361201         Florida                                                357
              20361001         Arizona                                                355
              20361101         Arizona                                                356
              20361101         Arizona                                                356
              20361201         Arizona                                                357
              20361201         Arizona                                                357
              20361201         Arizona                                                357
              20361201         Arizona                                                357
              20370101         Arizona                                                358
              20370101         Arizona                                                358
              20361101         Florida                                                356
              20361201         Florida                                                357
              20361201         Florida                                                357
              20361201         Virginia                                               357
              20360901         Illinois                                               354
              20361001         Illinois                                               355
              20361201         Illinois                                               357
              20370101         Illinois                                               358
              20361201         Indiana                                                357
              20370101         Indiana                                                358
              20360601         California                                             351
              20361001         California                                             355
              20361101         California                                             356
              20361201         California                                             357
              20361201         California                                             357
              20361101         California                                             356
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20370101         California                                             358
              20370101         California                                             358
              20361201         California                                             357
              20370101         California                                             358
              20370101         California                                             358
              20361201         Utah                                                   357
              20360901         Washington                                             354
              20361001         Washington                                             355
              20361201         Washington                                             357
              20361201         Washington                                             357
              20370101         Washington                                             358
              20370101         Washington                                             358
              20360901         California                                             354
              20361201         California                                             357
              20361101         California                                             356
              20361101         California                                             356
              20361101         California                                             356
              20361101         California                                             356
              20361101         California                                             356
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20370101         California                                             358
              20361201         California                                             357
              20370101         California                                             358
              20361201         California                                             357
              20361201         California                                             357
              20370101         California                                             358
              20370101         California                                             358
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20370101         California                                             358
              20370101         California                                             358
              20370101         California                                             358
              20370101         California                                             358
              20370101         California                                             358
              20370101         California                                             358
              20361101         California                                             356
              20361101         California                                             356
              20361101         California                                             356
              20361101         California                                             356
              20361201         California                                             357
              20361201         California                                             357
              20361101         California                                             356
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20370101         California                                             358
              20361001         California                                             355
              20361101         California                                             356
              20361101         California                                             356
              20361001         California                                             355
              20360901         California                                             354
              20361001         California                                             355
              20361101         Illinois                                               356
              20361101         Virginia                                               356
              20361101         California                                             356
              20361101         Rhode Island                                           356
              20361101         California                                             356
              20361101         Illinois                                               356
              20361101         Arizona                                                356
              20361201         Colorado                                               357
              20361201         Oregon                                                 357
              20361201         Colorado                                               357
              20361201         Washington                                             357
              20361201         Oregon                                                 357
              20360901         California                                             354
              20361001         California                                             355
              20361001         California                                             355
              20361101         California                                             356
              20361101         California                                             356
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20370101         California                                             358
              20370101         California                                             358
              20361101         Florida                                                356
              20361201         Florida                                                357
              20370101         Florida                                                358
              20361201         Washington                                             357
              20360901         California                                             354
              20360901         California                                             354
              20361201         California                                             357
              20361001         California                                             355
              20361101         California                                             356
              20361101         California                                             356
              20361101         California                                             356
              20361101         California                                             356
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20370101         California                                             358
              20361201         California                                             357
              20370101         California                                             358
              20361001         Texas                                                  355
              20361201         Texas                                                  357
              20361201         Oregon                                                 357
              20361201         Washington                                             357
              20360501         California                                             350
              20360801         Connecticut                                            353
              20360801         Utah                                                   353
              20360901         Pennsylvania                                           354
              20360901         California                                             354
              20360901         California                                             354
              20360901         Florida                                                354
              20361101         California                                             356
              20360901         California                                             354
              20360901         California                                             354
              20360901         California                                             354
              20360901         California                                             354
              20360901         California                                             354
              20360901         California                                             354
              20361001         California                                             355
              20361001         California                                             355
              20361101         Arizona                                                356
              20360901         California                                             354
              20361201         California                                             357
              20361001         California                                             355
              20361201         California                                             357
              20361101         Virginia                                               356
              20361101         California                                             356
              20361001         California                                             355
              20361101         Florida                                                356
              20361201         California                                             357
              20370101         California                                             358
              20370101         California                                             358
              20361001         California                                             355
              20361001         California                                             355
              20361201         California                                             357
              20361101         California                                             356
              20361101         California                                             356
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20370101         California                                             358
              20370101         California                                             358
              20370101         California                                             358
              20370101         California                                             358
              20361101         California                                             356
              20361101         California                                             356
              20361101         California                                             356
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20361201         California                                             357
              20370101         California                                             358
              20361201         California                                             357
              20370101         California                                             358
              20361201         California                                             357
              20370101         California                                             358
              20370101         California                                             358
              20361201         Utah                                                   357
              20361201         Utah                                                   357
              20370101         Utah                                                   358
              20361001         Illinois                                               355
              20361101         Illinois                                               356
              20361201         Illinois                                               357
              20361101         Illinois                                               356
              20361201         Illinois                                               357
              20370101         Illinois                                               358
              20361201         Colorado                                               357
              20361001         Colorado                                               355
              20361201         Colorado                                               357
              20361201         Colorado                                               357
              20370101         Colorado                                               358
              20361201         Colorado                                               357
              20361201         Colorado                                               357
              20361201         Colorado                                               357
              20361201         South Carolina                                         357
              20361201         Massachusetts                                          357
              20370101         Rhode Island                                           358
              20361201         Massachusetts                                          357
              20370101         Massachusetts                                          358
              20370101         Massachusetts                                          358
              20361101         California                                             356
              20361201         California                                             357
              20361201         California                                             357
              20361101         California                                             356
              20361201         California                                             357
              20361201         California                                             357
              20370101         California                                             358
              20370101         California                                             358
              20361201         Kentucky                                               357
              20370101         Kentucky                                               358
              20361001         Connecticut                                            355
              20361001         Connecticut                                            355
              20361101         Connecticut                                            356
              20361201         Connecticut                                            357
              20361201         Connecticut                                            357
              20361201         Connecticut                                            357
              20370101         Connecticut                                            358
              20370101         Connecticut                                            358
              20360901         Minnesota                                              354
              20361201         Minnesota                                              357
              20361201         Minnesota                                              357
              20361201         Minnesota                                              357
              20370101         Minnesota                                              358
              20370101         Minnesota                                              358
              20370101         Arkansas                                               358
              20361101         Nevada                                                 356
              20361201         Nevada                                                 357
              20361201         Nevada                                                 357
              20360901         Pennsylvania                                           354
              20361001         Pennsylvania                                           355
              20361101         Ohio                                                   356
              20361101         Pennsylvania                                           356
              20361201         Pennsylvania                                           357
              20370101         Pennsylvania                                           358
              20370101         Pennsylvania                                           358
              20361101         North Carolina                                         356
              20361201         North Carolina                                         357
              20361201         North Carolina                                         357
              20361101         Florida                                                356
              20361201         Florida                                                357
              20361201         California                                             357
              20361201         Virginia                                               357
              20361201         New York                                               357
              20361201         California                                             357
              20361201         North Carolina                                         357
              20361201         California                                             357
              20361201         Florida                                                357
              20361201         Illinois                                               357
              20361201         Massachusetts                                          357
              20361201         Nevada                                                 357
              20361201         Virginia                                               357
              20361201         Georgia                                                357
              20361201         Maryland                                               357
              20361201         Illinois                                               357
              20361201         Virginia                                               357
              20361201         Maryland                                               357
              20361101         New York                                               356
              20361201         New York                                               357
              20361201         Virginia                                               357
              20361201         New York                                               357
              20361101         Maryland                                               356
              20361201         New York                                               357
              20361101         Georgia                                                356
              20311201         New York                                               297
              20361201         Georgia                                                357
              20361201         Connecticut                                            357
              20361201         California                                             357
              20361201         Montana                                                357
              20361201         Arizona                                                357
              20361201         North Carolina                                         357
              20361201         Maryland                                               357
              20361101         California                                             356
              20351001         Virginia                                               343
              20361201         South Carolina                                         357
              20360801         Maryland                                               353


    MATURITY_DATE                               CITY1                             SERV_FEE
    -------------                               -----                             --------
              20370101         Scottsdale                                                0.25
              20361201         ARGYLE                                                    0.25
              20361201         WRENTHAM                                                  0.25
              20361201         LAKEWOOD                                                  0.25
              20361101         EL DORADO HILLS                                           0.25
              20361201         SNOQUALMIE                                                0.25
              20361101         GLENDORA                                                  0.25
              20361101         CHANTILLY                                                 0.25
              20370201         LOS ANGELES                                               0.25
              20370201         BISHOPVILLE                                               0.25
              20370201         GYPSUM                                                    0.25
              20370101         RALEIGH                                                   0.25
              20370101         BOONE                                                     0.25
              20370101         DALLAS                                                    0.25
              20370201         EMPIRE                                                    0.25
              20370201         LOGANSPORT                                                0.25
              20370201         LOUISVILLE                                                0.25
              20370201         PITTSBURG                                                 0.25
              20370201         HAMILTON                                                  0.25
              20370201         VIRGINIA BEACH                                            0.25
              20370201         NORTHBROOK                                                0.25
              20370201         BETHESDA                                                  0.25
              20370201         HONOLULU                                                  0.25
              20370201         OAK BROOK                                                 0.25
              20370201         BURKE                                                     0.25
              20370201         SAN DIEGO                                                 0.25
              20370201         LAYTONSVILLE                                              0.25
              20370201         CLIFTON                                                   0.25
              20370201         COLUMBIA                                                  0.25
              20370201         ANN ARBOR                                                 0.25
              20370201         DECATUR                                                   0.25
              20370201         CAPE CORAL                                                0.25
              20370201         ALEXANDRIA                                                0.25
              20370201         BETHESDA                                                  0.25
              20370201         LA GRANGE PARK                                            0.25
              20370201         NORTHFIELD                                                0.25
              20370201         LYMAN                                                     0.25
              20370201         FAIRBURN                                                  0.25
              20370201         POTOMAC                                                   0.25
              20370201         OAK PARK                                                  0.25
              20370201         PARK CITY                                                 0.25
              20370201         GAINESVILLE                                               0.25
              20370101         FT WALTON BEACH                                           0.25
              20370201         SEMINOLE                                                  0.25
              20370201         WAKE FOREST                                               0.25
              20270201         CARMEL                                                    0.25
              20370201         LA HABRA                                                  0.25
              20370201         HAMPTON                                                   0.25
              20370201         CAMPBELL                                                  0.25
              20370201         LAUREL                                                    0.25
              20361001         PALM BAY                                                  0.25
              20370201         AUSTIN                                                    0.25
              20370201         HAMPTON                                                   0.25
              20370201         BARRE                                                     0.25
              20370201         STERLING                                                  0.25
              20370201         HAMPTON                                                   0.25
              20370201         GLEN BURNIE                                               0.25
              20361201         GHENT                                                     0.25
              20370201         SACRAMENTO                                                0.25
              20370201         STOCKTON                                                  0.25
              20370101         EASTON                                                    0.25
              20370201         LEVITTOWN                                                 0.25
              20370201         RICHMOND                                                  0.25
              20370101         FORT COLLINS                                              0.25
              20370201         JACKSONVILLE                                              0.25
              20370201         LAKE OSWEGO                                               0.25
              20370201         SCOTTSDALE                                                0.25
              20370201         OWINGS                                                    0.25
              20370101         MANHATTAN BEACH                                           0.25
              20370101         VILLA PARK                                                0.25
              20370101         KELLER                                                    0.25
              20370201         CANTON                                                    0.25
              20370201         ALGER                                                     0.25
              20370201         MIAMI LAKES                                               0.25
              20370201         HERNDON                                                   0.25
              20370201         WESTBOROUGH                                               0.25
              20370201         SAN PABLO                                                 0.25
              20370201         SAN JOSE                                                  0.25
              20370201         FREMONT                                                   0.25
              20370201         MATTAPAN                                                  0.25
              20370201         PHOENIX                                                   0.25
              20370201         INDIAN WELLS                                              0.25
              20370201         RALEIGH                                                   0.25
              20370201         ROCKVILLE                                                 0.25
              20370201         JAMESTOWN                                                 0.25
              20360601         OLYMPIA                                                   0.25
              20370101         CARBONDALE                                                0.25
              20370201         APPLE VALLEY                                              0.25
              20370201         ANAHEIM                                                   0.25
              20370201         WEATHERBY LAKE                                            0.25
              20370201         FT LAUDERDALE                                             0.25
              20370201         NORFOLK                                                   0.25
              20370201         VIRGINIA BEACH                                            0.25
              20370201         WARWICK                                                   0.25
              20370201         RENO                                                      0.25
              20370101         SHAKER HEIGHTS                                            0.25
              20370201         BIRCHWOOD                                                 0.25
              20370201         CHICAGO                                                   0.25
              20370201         SAN FRANSISCO                                             0.25
              20370201         OLD BRIDGE                                                0.25
              20370201         LAKELAND                                                  0.25
              20370201         MONTEZUMA                                                 0.25
              20370201         MERIDIAN                                                  0.25
              20370201         MCCALL                                                    0.25
              20270201         GERMANTOWN                                                0.25
              20370201         BLAINE                                                    0.25
              20370201         AUSTIN                                                    0.25
              20370101         EDINA                                                     0.25
              20370201         ST AUGUSTINE                                              0.25
              20370201         CRANBERRY TWP                                             0.25
              20370201         LAS VEGAS                                                 0.25
              20370201         KEEDYSVILLE                                               0.25
              20370201         MANSFIELD                                                 0.25
              20370201         STEVENSVILLE                                              0.25
              20370201         CARROLLTON                                                0.25
              20370201         SAN DIEGO                                                 0.25
              20370201         HEALDSBURG                                                0.25
              20370201         DELAFIELD                                                 0.25
              20370201         WINDSOR                                                   0.25
              20370201         WHEATON                                                   0.25
              20370201         FAIRFIELD                                                 0.25
              20370201         SILVER SPRING                                             0.25
              20270201         FEEDING HILLS                                             0.25
              20370201         HOUSTON                                                   0.25
              20370201         ORANGE                                                    0.25
              20370201         CHICAGO                                                   0.25
              20370201         BOONSBORO                                                 0.25
              20370201         GATES                                                     0.25
              20370201         YORK                                                      0.25
              20370201         ONTARIO                                                   0.25
              20370201         FREDERICK                                                 0.25
              20370201         ESTERO                                                    0.25
              20370201         SCOTTSDALE                                                0.25
              20370101         POTOMAC                                                   0.25
              20370201         BULLHEAD CITY                                             0.25
              20370201         MARYSVILLE                                                0.25
              20370201         LORTON                                                    0.25
              20370201         COLLEGE PARK                                              0.25
              20370201         ELK GROVE                                                 0.25
              20370201         DENTON                                                    0.25
              20370201         BARBERTON                                                 0.25
              20370201         PRINCE FREDERICK                                          0.25
              20370201         LEESBURG                                                  0.25
              20370201         DAYTONA BEACH                                             0.25
              20370201         EDINBURG                                                  0.25
              20370101         AVON PARK                                                 0.25
              20370201         LARGO                                                     0.25
              20370201         SENECA                                                    0.25
              20370201         SOUTHERN SHORES                                           0.25
              20370201         CORVALLIS                                                 0.25
              20370201         MARINA DEL REY                                            0.25
              20370201         PURCELLVILLE                                              0.25
              20370201         GAITHERSBURG                                              0.25
              20370201         AUSTIN                                                    0.25
              20370201         NICEVILLE                                                 0.25
              20370201         STEAMBOAT SPRINGS                                         0.25
              20370201         TORRANCE                                                  0.25
              20370201         SOUTH BARRINGTON                                          0.25
              20370101         OAK CREEK                                                 0.25
              20370101         AUSTIN                                                    0.25
              20370201         NORTHBROOK                                                0.25
              20370301         STAFFORD TOWNSHIP                                         0.25
              20370201         OWINGS MILLS                                              0.25
              20370201         ENTERPRISE                                                0.25
              20370201         NEEDHAM HEIGHTS                                           0.25
              20370201         NEW RICHMOND                                              0.25
              20370201         MIDVALE                                                   0.25
              20370201         KENT                                                      0.25
              20370201         LEWISVILLE                                                0.25
              20370201         INDEPENDENCE                                              0.25
              20370201         ROSEVILLE                                                 0.25
              20370201         PEPPER PIKE                                               0.25
              20370201         MILWAUKEE                                                 0.25
              20370201         SAN DIEGO                                                 0.25
              20370201         LIBERTY LAKE                                              0.25
              20370201         EDMOND                                                    0.25
              20370201         ALBANY                                                    0.25
              20361201         CALDWELL                                                  0.25
              20370201         ARLINGTON                                                 0.25
              20370101         ST AUGUSTINE                                              0.25
              20370101         VIRGINIA BEACH                                            0.25
              20370201         SANDY                                                     0.25
              20370101         CORPUS CHRISTI                                            0.25
              20370201         BETHANY BEACH                                             0.25
              20370201         LAKELAND                                                  0.25
              20370201         NORTH CANTON                                              0.25
              20370201         PLANO                                                     0.25
              20370201         FORT WASHINGTON                                           0.25
              20370201         LANGLEY                                                   0.25
              20370201         PEORIA                                                    0.25
              20370201         SYKESVILLE                                                0.25
              20370201         FREDERICK                                                 0.25
              20370201         FAIRFAX                                                   0.25
              20370201         SCOTTSDALE                                                0.25
              20370201         CORPUS CHRISTI                                            0.25
              20370101         SALEM                                                     0.25
              20370201         BALTIMORE                                                 0.25
              20370201         CHICAGO                                                   0.25
              20370201         ST AUGUSTINE                                              0.25
              20370201         SANTA MARIA                                               0.25
              20370201         PORTSMOUTH                                                0.25
              20370201         DARLINGTON                                                0.25
              20370201         SAMMAMISH                                                 0.25
              20370201         MORGAN HILL                                               0.25
              20370201         HARRISON TWP                                              0.25
              20370201         URBANA                                                    0.25
              20370201         MONTGOMERY                                                0.25
              20370201         UPPER MARLBORO                                            0.25
              20370201         BETHESDA                                                  0.25
              20370201         CENTERVILLE                                               0.25
              20370201         PEORIA                                                    0.25
              20370201         VA BEACH                                                  0.25
              20270201         CINCINNATI                                                0.25
              20370201         BOWIE                                                     0.25
              20370201         CUTLER BAY                                                0.25
              20370201         PRINCETON                                                 0.25
              20370101         ARLINGTON                                                 0.25
              20370201         LITCHFIELD PARK                                           0.25
              20370201         BARBERTON                                                 0.25
              20370201         STEVENSON RANCH                                           0.25
              20370201         UPPER MARLBORO                                            0.25
              20370201         MARATHON                                                  0.25
              20370201         VIRGINIA BEACH                                            0.25
              20370201         BATTLE GROUND                                             0.25
              20370201         VAN NUYS                                                  0.25
              20370201         WOODBURY                                                  0.25
              20370101         LEONARDTOWN                                               0.25
              20370101         BELLINGHAM                                                0.25
              20370201         CAPE CORAL                                                0.25
              20370201         SCOTTSDALE                                                0.25
              20370201         HOUSTON                                                   0.25
              20370201         KENNER                                                    0.25
              20370101         KEY WEST                                                  0.25
              20370201         ST AUGUSTINE                                              0.25
              20370201         APPLE VALLEY                                              0.25
              20370201         SAN ANTONIO                                               0.25
              20370201         HERNDON                                                   0.25
              20370201         TAKOMA PARK                                               0.25
              20370201         FRUITLAND                                                 0.25
              20370201         PARKER                                                    0.25
              20370201         MISSION                                                   0.25
              20370201         POTOMAC                                                   0.25
              20370201         LIMA                                                      0.25
              20370201         COVENTRY                                                  0.25
              20370201         CHICAGO                                                   0.25
              20370201         PIEDMONT                                                  0.25
              20370101         MIDLOTHIAN                                                0.25
              20370201         SAN MARCOS                                                0.25
              20370201         MINEOLA                                                   0.25
              20370101         ARLINGTON HEIGHTS                                         0.25
              20370201         HUNTINGTON BEACH                                          0.25
              20370101         AUSTIN                                                    0.25
              20370201         ARVADA                                                    0.25
              20370101         LAKESIDE                                                  0.25
              20470101         TUSTIN                                                    0.25
              20370201         EASTON                                                    0.25
              20361001         FRANKTOWN                                                 0.25
              20370201         CONROE                                                    0.25
              20361001         PRESCOTT VALLEY                                           0.25
              20370201         LA CANADA FLINTRIDGE                                      0.25
              20370201         RAMONA                                                    0.25
              20370201         CHULA VISTA                                               0.25
              20370101         ATLANTA                                                   0.25
              20370201         BELLEVUE                                                  0.25
              20361001         RENO                                                      0.25
              20370201         ANNAPOLIS                                                 0.25
              20370201         MARLTON                                                   0.25
              20370101         CAMARILLO                                                 0.25
              20370201         FALLS CHURCH                                              0.25
              20370101         ST. SIMONS ISLAND                                         0.25
              20370101         DINGMANS FERRY                                            0.25
              20370101         NORTH MYRTLE BEACH                                        0.25
              20370101         HOUSTON                                                   0.25
              20370101         WASHINGTON                                                0.25
              20370201         OWINGS MILLS                                              0.25
              20370201         WASHINGTON                                                0.25
              20370101         SOUTH RIDING                                              0.25
              20370201         AUSTIN                                                    0.25
              20370201         CHESTNUT HILL                                             0.25
              20370201         NORTHRIDGE                                                0.25
              20370201         LADERA RANCH                                              0.25
              20370101         TOMBALL                                                   0.25
              20370101         CHAPEL HILL                                               0.25
              20370201         FAIRFAX                                                   0.25
              20370201         ROCKVILLE                                                 0.25
              20370201         NAPERVILLE                                                0.25
              20470201         HAYWARD                                                   0.25
              20370201         PLANO                                                     0.25
              20370101         NORTH POTOMAC                                             0.25
              20370101         BARRINGTON                                                0.25
              20370201         MARIETTA                                                  0.25
              20370201         CHEVY CHASE                                               0.25
              20370201         KILDEER                                                   0.25
              20370201         WILMETTE                                                  0.25
              20370201         ARLINGTON                                                 0.25
              20360701         GREENBELT                                                 0.25
              20370101         HIGHLAND PARK                                             0.25
              20370101         FINKSBURG                                                 0.25
              20370101         WHITE PLAINS                                              0.25
              20370101         BRECKENRIDGE                                              0.25
              20370201         NEBO                                                      0.25
              20370201         ELGIN                                                     0.25
              20370201         MESA                                                      0.25
              20370201         FLORENCE                                                  0.25
              20370201         CHICAGO                                                   0.25
              20370201         NEWCASTLE                                                 0.25
              20370201         CORPUS CHRISTI                                            0.25
              20370201         LIVONIA                                                   0.25
              20370201         WALDORF                                                   0.25
              20370101         COLORADO SPRINGS                                          0.25
              20370201         MILLERSVILLE                                              0.25
              20370201         AUSTIN                                                    0.25
              20370101         BOLIVAR                                                   0.25
              20370101         KEY WEST                                                  0.25
              20370201         LOUISVILLE                                                0.25
              20370201         SCOTTSDALE                                                0.25
              20370101         DENVER                                                    0.25
              20370201         ASHLAND                                                   0.25
              20370201         NEW BEDFORD                                               0.25
              20370201         CENTREVILLE                                               0.25
              20370201         ISANTI                                                    0.25
              20370101         HUNTSVILLE                                                0.25
              20370101         BELLEVUE                                                  0.25
              20361201         ROGERS                                                    0.25
              20370101         ELGIN                                                     0.25
              20370201         SIMPSONVILLE                                              0.25
              20370201         SUGAR LAND                                                0.25
              20370201         READING                                                   0.25
              20370201         SUTTON                                                    0.25
              20370101         SOMERVILLE                                                0.25
              20370201         STERLING                                                  0.25
              20370101         SANTA FE                                                  0.25
              20370201         CINCINNATI                                                0.25
              20370101         CORNELIUS                                                 0.25
              20370201         MONTEBELLO                                                0.25
              20370201         LARSEN                                                    0.25
              20370201         PORT ORANGE                                               0.25
              20370201         DAYTON                                                    0.25
              20370201         RAHWAY                                                    0.25
              20370201         LAKEWOOD                                                  0.25
              20370101         LAFAYETTE                                                 0.25
              20370201         ANDERSON                                                  0.25
              20370201         LAKEVIEW                                                  0.25
              20370101         MINNETONKA                                                0.25
              20370201         NOVATO                                                    0.25
              20370201         BRIDGEVIEW                                                0.25
              20370201         SILVER SPRING                                             0.25
              20370101         MURPHYS                                                   0.25
              20370101         SAN JOSE                                                  0.25
              20370201         PEPPER PIKE                                               0.25
              20370201         WESTMINSTER                                               0.25
              20370201         RAINER                                                    0.25
              20370101         CALDWELL                                                  0.25
              20370201         PEMBROKE PINES                                            0.25
              20370201         LA MIRADA                                                 0.25
              20370201         PORT ORCHARD                                              0.25
              20370201         TAMPA                                                     0.25
              20370201         CLEVELAND                                                 0.25
              20370201         BETHESDA                                                  0.25
              20370201         FT LAUDERDALE                                             0.25
              20370201         OAK ISLAND                                                0.25
              20370201         POINT OF ROCKS                                            0.25
              20370201         HINSDALE                                                  0.25
              20270201         CARTHAGE                                                  0.25
              20370101         PEQUANNOCK                                                0.25
              20370101         GILBERT                                                   0.25
              20370201         BOWIE                                                     0.25
              20370201         BURLINGTON                                                0.25
              20370201         STAFFORD                                                  0.25
              20370201         ALEXANDRIA                                                0.25
              20370201         MAGALIA                                                   0.25
              20370201         PLAINFIELD                                                0.25
              20370201         WHITE HALL                                                0.25
              20370201         FLORENCE                                                  0.25
              20370201         JOHNSTON                                                  0.25
              20370201         SCOTTSDALE                                                0.25
              20370201         LAFAYETTE                                                 0.25
              20370201         WAUSEON                                                   0.25
              20370201         FORT WASHINGTON                                           0.25
              20370201         BETHESDA                                                  0.25
              20370201         EL PASO                                                   0.25
              20370201         GOLDENS BRIDGE                                            0.25
              20470201         POMONA                                                    0.25
              20370201         MERCER ISLAND                                             0.25
              20370201         KAPOLEI                                                   0.25
              20370201         IRVINE                                                    0.25
              20370201         PARKVILLE                                                 0.25
              20370201         PANAMA CITY BEACH                                         0.25
              20370201         SANTA CLARITA                                             0.25
              20370201         CLARKSTON                                                 0.25
              20370101         CHESTER                                                   0.25
              20370201         LOS ANGELES                                               0.25
              20370201         BROADVIEW HTS                                             0.25
              20370201         ROGERS                                                    0.25
              20370201         PROVIDENCE                                                0.25
              20370201         METHUEN                                                   0.25
              20370201         COLUMBIA                                                  0.25
              20370201         NAPERVILLE                                                0.25
              20370201         DENVER                                                    0.25
              20370201         FT LAUDERDALE                                             0.25
              20370201         SPRING VALLEY                                             0.25
              20370101         RIVERVIEW                                                 0.25
              20370201         VIENNA                                                    0.25
              20370201         LEESBURG                                                  0.25
              20370101         STAFFORD                                                  0.25
              20370201         COROLLA                                                   0.25
              20370301         KISSIMMEE                                                 0.25
              20370101         CLINTON                                                   0.25
              20370201         LONG GROVE                                                0.25
              20370201         SILVER SPRING                                             0.25
              20370201         CAMERON PARK                                              0.25
              20370201         SIERRA CITY                                               0.25
              20370201         INDIANAPOLIS                                              0.25
              20370201         DAYTON                                                    0.25
              20370201         BUFORD                                                    0.25
              20370201         FAIRFIELD                                                 0.25
              20370201         LAS VEGAS                                                 0.25
              20370201         PRESCOTT                                                  0.25
              20370201         NAGS HEAD                                                 0.25
              20370201         SILVER SPRING                                             0.25
              20370201         CELEBRATION                                               0.25
              20370201         TANEYTOWN                                                 0.25
              20370201         AUSTIN                                                    0.25
              20370201         BEAVERCREEK                                               0.25
              20370201         CLARKSBURG                                                0.25
              20370201         SNOHOMISH                                                 0.25
              20370201         TIERRA VERDE                                              0.25
              20370101         BRANDYWINE                                                0.25
              20370201         POTOMAC                                                   0.25
              20370201         PASCO                                                     0.25
              20370201         CONCORD TWP                                               0.25
              20370201         PROSPECT                                                  0.25
              20370201         MAYER                                                     0.25
              20370201         WASHINGTON                                                0.25
              20370201         FREDERICKSBURG                                            0.25
              20370201         WASHINGTON                                                0.25
              20370201         SOUTH BEND                                                0.25
              20370201         ARLETA                                                    0.25
              20370201         NEWBORN                                                   0.25
              20370201         MOUNT AIRY                                                0.25
              20370201         CHICAGO                                                   0.25
              20370201         FORT WORTH                                                0.25
              20370101         DALLAS                                                    0.25
              20370201         WASHINGTON                                                0.25
              20370201         YAKIMA                                                    0.25
              20370201         SAN DIEGO                                                 0.25
              20370201         COLUMBUS                                                  0.25
              20370201         ORANGE PARK                                               0.25
              20370201         VILLAS                                                    0.25
              20370201         EDMOND                                                    0.25
              20370201         MONTVILLE                                                 0.25
              20370201         BEND                                                      0.25
              20370101         DALLAS                                                    0.25
              20361201         LITTLETON                                                 0.25
              20370201         CHICAGO                                                   0.25
              20370201         PARKER                                                    0.25
              20370101         RIO RANCHO                                                0.25
              20370101         COROLLA                                                   0.25
              20370101         LOS ANGELES                                               0.25
              20370101         COTTONWOOD                                                0.25
              20370201         SEATTLE                                                   0.25
              20370201         MCLEAN                                                    0.25
              20370201         KETTERING                                                 0.25
              20370201         HOLBROOK                                                  0.25
              20370201         LOUISVILLE                                                0.25
              20370101         WASHINGTON                                                0.25
              20370201         ELKRIDGE                                                  0.25
              20370201         SAN ANTONIO                                               0.25
              20370201         SANTA ROSA                                                0.25
              20370201         PARK RIDGE                                                0.25
              20370201         BETHESDA                                                  0.25
              20370101         MANCHESTER                                                0.25
              20370201         ISLIP                                                     0.25
              20370201         SUFFOLK                                                   0.25
              20370201         POTOMAC FALLS                                             0.25
              20370101         GROVE CITY                                                0.25
              20370101         HIGHLAND PARK                                             0.25
              20370101         HIGHLANDS RANCH                                           0.25
              20370201         EDINBURG                                                  0.25
              20370201         SAN DIEGO                                                 0.25
              20370201         SAN FRANCISCO                                             0.25
              20370201         WINCHESTER                                                0.25
              20370201         ROHNERT PARK                                              0.25
              20370201         WEST BLOOMFIELD                                           0.25
              20370201         RICHMOND                                                  0.25
              20370201         ARLINGTON                                                 0.25
              20370101         SAN DIMAS                                                 0.25
              20370201         YORK                                                      0.25
              20370201         LAKEWOOD                                                  0.25
              20370201         GERMANTOWN                                                0.25
              20370201         TORRANCE                                                  0.25
              20370201         BETHESDA N                                                0.25
              20370201         BRANDYWINE                                                0.25
              20370101         RENO                                                      0.25
              20370201         BIG SKY                                                   0.25
              20370101         GRIDLEY                                                   0.25
              20370201         MILFORD                                                   0.25
              20370201         OCCOQUAN                                                  0.25
              20370201         BELLAIRE                                                  0.25
              20370101         PLACENTIA                                                 0.25
              20370201         BURGESS                                                   0.25
              20370201         SAN DIEGO                                                 0.25
              20370201         MILILANI                                                  0.25
              20370201         THE WOODLANDS                                             0.25
              20370201         HAYMARKET                                                 0.25
              20370201         RANCHO CUCAMONGA                                          0.25
              20370201         WESTWOOD                                                  0.25
              20270201         MCKINNEY                                                  0.25
              20370201         CAMPBELL                                                  0.25
              20370201         ARLINGTON                                                 0.25
              20370201         SAN JOSE                                                  0.25
              20370201         MOUNT AIRY                                                0.25
              20370201         POTOMAC                                                   0.25
              20370201         FAIRFIELD                                                 0.25
              20370201         SAN DIEGO                                                 0.25
              20370201         ROCKVILLE                                                 0.25
              20370201         NORWOOD                                                   0.25
              20370201         RESTON                                                    0.25
              20370201         GERMANTOWN                                                0.25
              20370101         ANTHEM                                                    0.25
              20370201         SALINAS                                                   0.25
              20370201         GLENVIEW                                                  0.25
              20370201         SACRAMENTO                                                0.25
              20370201         POTOMAC                                                   0.25
              20370101         HOUSTON                                                   0.25
              20370201         IPSWICH                                                   0.25
              20370201         DUNWOODY                                                  0.25
              20370201         PEORIA                                                    0.25
              20370201         LOTHIAN                                                   0.25
              20370101         STERLING                                                  0.25
              20370101         LEESBURG                                                  0.25
              20370201         WILMETTE                                                  0.25
              20370201         OCEANSIDE                                                 0.25
              20370201         LAKE HAVASU CITY                                          0.25
              20370201         SCOTTSDALE                                                0.25
              20370201         PORT SAINT LUCIE                                          0.25
              20370201         SANTA MONICA                                              0.25
              20370201         PHILADELPHIA                                              0.25
              20370201         SHERMAN OAKS                                              0.25
              20370201         RIVERSIDE                                                 0.25
              20370201         GRASS VALLEY                                              0.25
              20370101         OAK BROOK                                                 0.25
              20370101         ZNGLEWOOD                                                 0.25
              20370201         ATLANTA                                                   0.25
              20370201         ATLANTA                                                   0.25
              20370201         FREELAND                                                  0.25
              20370101         ANN ARBOR                                                 0.25
              20370201         DESOTO                                                    0.25
              20370201         SAN DIEGO                                                 0.25
              20370201         HOCKLEY                                                   0.25
              20370201         FAIRFAX STATION                                           0.25
              20370101         DENVER                                                    0.25
              20370201         ZIONSVILLE                                                0.25
              20370201         GAINESVILLE                                               0.25
              20370201         ALEXANDRIA                                                0.25
              20370101         JASPER                                                    0.25
              20370201         BLOOMFIELD HILLS                                          0.25
              20370101         COPPELL                                                   0.25
              20370201         SILVER SPRING                                             0.25
              20370201         SARATOGA                                                  0.25
              20370201         VALLEJO                                                   0.25
              20370201         AUSTIN                                                    0.25
              20370201         BLANCO                                                    0.25
              20370201         SAVANNAH                                                  0.25
              20370201         CRYSTAL LAKE                                              0.25
              20370101         INDIAN WELLS                                              0.25
              20370201         SHADY SIDE                                                0.25
              20370201         BENT MOUNTAIN                                             0.25
              20370201         ANTIOCH                                                   0.25
              20370201         ARLINGTON                                                 0.25
              20370101         SAN DIEGO                                                 0.25
              20370201         GREAT FALLS                                               0.25
              20270201         ALAMO                                                     0.25
              20370201         PALM COAST                                                0.25
              20370201         FAIRFIELD                                                 0.25
              20370201         BRISTOW                                                   0.25
              20370201         CHICAGO                                                   0.25
              20370201         LEXINGTON                                                 0.25
              20370201         TARZANA                                                   0.25
              20370201         CONCORD                                                   0.25
              20470201         STERLING                                                  0.25
              20370101         LIVERMORE                                                 0.25
              20370201         PALMDALE                                                  0.25
              20370201         CLARKSVILLE                                               0.25
              20370201         CHESAPEAKE                                                0.25
              20370201         VIRGINIA BEACH                                            0.25
              20360701         BOWIE                                                     0.25
              20370201         LEONARD                                                   0.25
              20370201         WASHINGTON                                                0.25
              20370201         DISCOVERY BAY                                             0.25
              20370201         DES MOINES                                                0.25
              20370201         HOPKINTON                                                 0.25
              20370201         DRIFTWOOD                                                 0.25
              20370201         EL PRADO                                                  0.25
              20370201         COTATI                                                    0.25
              20370201         GILBERT                                                   0.25
              20370201         ATLANTA                                                   0.25
              20370101         BLOOMINGTON                                               0.25
              20370201         COHASSET                                                  0.25
              20370201         PALMDALE                                                  0.25
              20370201         SANTA CLARA                                               0.25
              20370101         BELLAIRE                                                  0.25
              20370101         OCEAN VIEW                                                0.25
              20370201         LUTHERVILLE                                               0.25
              20370201         VALLEY CENTER                                             0.25
              20370201         SCOTTSDALE                                                0.25
              20370101         DRAPER                                                    0.25
              20270201         POTOMAC                                                   0.25
              20370201         WASHINGTON                                                0.25
              20370201         PITTSBURGH                                                0.25
              20370201         CHULA VISTA                                               0.25
              20370101         CHESTERFIELD                                              0.25
              20370101         VILLA PARK                                                0.25
              20370201         HOLLAND                                                   0.25
              20370201         AGUANGA                                                   0.25
              20370201         EDGEWATER                                                 0.25
              20370201         CASTINE                                                   0.25
              20370101         SAINT LOUIS                                               0.25
              20370201         WAIPAHU                                                   0.25
              20361201         HOUSTON                                                   0.25
              20370201         CHICAGO                                                   0.25
              20370201         RICHLAND                                                  0.25
              20370201         FALLS CHURCH                                              0.25
              20370101         ARNOLD                                                    0.25
              20370201         ATLANTA                                                   0.25
              20370201         FAIRFAX STATION                                           0.25
              20370201         NEWPORT BEACH                                             0.25
              20370101         FREMONT                                                   0.25
              20370201         POTOMAC                                                   0.25
              20370101         BURBANK                                                   0.25
              20370101         IRVING                                                    0.25
              20370201         COLORADO SPRINGS                                          0.25
              20370201         SOUTHPORT                                                 0.25
              20370201         ANNAPOLIS                                                 0.25
              20370201         FALLS CHURCH                                              0.25
              20370201         MC LEAN                                                   0.25
              20370201         HOUSTON                                                   0.25
              20370201         ROANOKE                                                   0.25
              20370201         ARLINGTON HEIGHTS                                         0.25
              20370201         ATLANTA                                                   0.25
              20370201         GREENVILLE                                                0.25
              20370201         WASHINGTON                                                0.25
              20370201         MC LEAN                                                   0.25
              20370201         MIDDLEBURG                                                0.25
              20370101         WICHITA                                                   0.25
              20370201         FALLS CHURCH CITY                                         0.25
              20370201         SOUTH ORANGE                                              0.25
              20370201         GLENWOOD                                                  0.25
              20370201         WASHINGTON                                                0.25
              20370101         AUSTIN                                                    0.25
              20370201         ALEXANDRIA                                                0.25
              20370201         GAITHERSBURG                                              0.25
              20370201         WAYZATA                                                   0.25
              20470201         WASHINGTON                                                0.25
              20351101         ALMA                                                      0.25
              20460801         CHERRY HILL                                               0.25
              20370201         LA MESA                                                   0.25
              20370101         WASHINGTON                                                0.25
              20370201         SAN DIEGO                                                 0.25
              20370201         MONETA                                                    0.25
              20370201         GARNER                                                    0.25
              20370201         VIRGINIA BEACH                                            0.25
              20370201         GREAT FALLS                                               0.25
              20350201         MURRIETA                                                  0.25
              20370201         ATLANTA                                                   0.25
              20361101         HUNTERSVILLE                                              0.25
              20370201         ATHENS                                                    0.25
              20370201         FREDERICK                                                 0.25
              20370201         RESTON                                                    0.25
              20370201         NEEDHAM                                                   0.25
              20370101         ARLINGTON HEIGHTS                                         0.25
              20370201         LEXINGTON PARK                                            0.25
              20370201         SAN DIEGO                                                 0.25
              20370201         REDDING                                                   0.25
              20370201         MCLEAN                                                    0.25
              20370201         DOUBLE OAK                                                0.25
              20370101         SAN DIEGO                                                 0.25
              20370201         POTOMAC                                                   0.25
              20370201         BETHESDA                                                  0.25
              20370201         NORTH POTOMAC                                             0.25
              20361201         FREDERICK                                                 0.25
              20370101         HOUSTON                                                   0.25
              20370101         ATLANTA                                                   0.25
              20370201         ROCKLIN                                                   0.25
              20370201         WEST COVINA                                               0.25
              20370201         APTOS                                                     0.25
              20370101         RICHMOND                                                  0.25
              20361101         ELBERT                                                    0.25
              20370201         CHEVY CHASE                                               0.25
              20370201         SUNDERLAND                                                0.25
              20370101         WASHINGTON                                                0.25
              20370201         ALIQUIPPA                                                 0.25
              20370201         CORPUS CHRISTI                                            0.25
              20370201         POTOMAC                                                   0.25
              20370201         RICHMOND                                                  0.25
              20370201         LONG BEACH                                                0.25
              20370201         ASHLAND                                                   0.25
              20370201         GREENSBORO                                                0.25
              20370101         WADSWORTH                                                 0.25
              20361001         LINDEN                                                    0.25
              20370201         WASHINGTON                                                0.25
              20370101         WASHINGTON                                                0.25
              20370201         NORTH EAST                                                0.25
              20370201         GLENELG                                                   0.25
              20370201         CHARLOTTE                                                 0.25
              20370201         GLEN BURNIE                                               0.25
              20370201         BETHESDA                                                  0.25
              20370201         MOUNT AIRY                                                0.25
              20370201         JERSEY CITY                                               0.25
              20370101         SILVER SPRING                                             0.25
              20370201         NORTH BARRINGTON                                          0.25
              20370201         NEW YORK                                                  0.25
              20370101         VIENNA                                                    0.25
              20370201         SILVER SPRING                                             0.25
              20370101         FOREST HILL                                               0.25
              20370201         NEW MARKET                                                0.25
              20370201         FORT WASHINGTON                                           0.25
              20370201         LIVERMORE                                                 0.25
              20370201         REDLANDS                                                  0.25
              20370201         ELMHURST                                                  0.25
              20370101         CARY                                                      0.25
              20370101         HAYMARKET                                                 0.25
              20370201         ANGELS CAMP                                               0.25
              20370201         BASKING RIDGE                                             0.25
              20370201         PRINCE FREDERICK                                          0.25
              20370201         LA GRANGE                                                 0.25
              20361001         CLEMENTS                                                  0.25
              20360201         TAKOMA PARK                                               0.25
              20370201         DEERFIELD                                                 0.25
              20370101         SANTA CLARITA                                             0.25
              20370201         WILLIAMSBURG                                              0.25
              20370101         HONOLULU                                                  0.25
              20370201         MURRIETA                                                  0.25
              20370201         LONG BEACH                                                0.25
              20370201         VAIL                                                      0.25
              20361101         BALTIMORE                                                 0.25
              20370101         VIENNA                                                    0.25
              20361001         LAKE ALMANOR                                              0.25
              20370101         PALATINE                                                  0.25
              20361001         CHISAGO LAKE TOWNSHIP                                     0.25
              20370201         WALDORF                                                   0.25
              20370101         NORTHBROOK                                                0.25
              20370201         UPPER MARLBORO                                            0.25
              20370201         PARKTON                                                   0.25
              20370201         ATLANTA                                                   0.25
              20370101         DASH POINT                                                0.25
              20370201         TERRELL                                                   0.25
              20370201         SACRAMENTO                                                0.25
              20370201         WHITE BEAR LAKE                                           0.25
              20370201         FAIRFAX                                                   0.25
              20370201         GRAHAM                                                    0.25
              20370201         SCHERTZ                                                   0.25
              20370201         PIKESVILLE                                                0.25
              20370201         GULF SHORES                                               0.25
              20330201         MONUMENT                                                  0.25
              20370201         WASHINGTON                                                0.25
              20370201         PEACHTEE CITY                                             0.25
              20370201         ELDERSBURG                                                0.25
              20370201         OAKTON                                                    0.25
              20370201         FREDERICK                                                 0.25
              20370201         BETHESDA                                                  0.25
              20370101         EDWARDS                                                   0.25
              20370101         HOUSTON                                                   0.25
              20370101         NORTH SALT LAKE CITY                                      0.25
              20370101         LA HABRA                                                  0.25
              20370101         BETHESDA                                                  0.25
              20370101         LOS ANGELES                                               0.25
              20370201         GREAT MILLS                                               0.25
              20370201         CHICAGO                                                   0.25
              20370201         RANCHO CUCAMONGA                                          0.25
              20370101         NAPLES                                                    0.25
              20370201         NAPERVILLE                                                0.25
              20370201         LAKE HAVASU CITY                                          0.25
              20370201         VENICE                                                    0.25
              20370201         SAVANNAH                                                  0.25
              20370201         WASHINGTON                                                0.25
              20370201         PEQUANNOCK                                                0.25
              20370101         RESTON                                                    0.25
              20370101         DALLAS                                                    0.25
              20470201         ALEXANDRIA                                                0.25
              20370201         POTOMAC                                                   0.25
              20370201         DULUTH                                                    0.25
              20370201         LYNWOOD                                                   0.25
              20370201         REDDING                                                   0.25
              20370201         ELIZABETH                                                 0.25
              20370201         OAK BROOK                                                 0.25
              20370101         MANASSAS PARK                                             0.25
              20370201         SAN DIMAS                                                 0.25
              20370201         SACRAMENTO                                                0.25
              20370201         ATLANTA                                                   0.25
              20370201         BEXLEY                                                    0.25
              20370201         BETHESDA                                                  0.25
              20370201         ARCADIA                                                   0.25
              20370101         CENTREVILLE                                               0.25
              20370201         SHELBURNE                                                 0.25
              20370201         TAOS                                                      0.25
              20370201         ARLINGTON                                                 0.25
              20370101         ALEXANDRIA                                                0.25
              20370101         ATLANTA                                                   0.25
              20370201         SAN RAFAEL                                                0.25
              20370201         GAITHERSBURG                                              0.25
              20370201         HOUSTON                                                   0.25
              20360901         BETHESDA                                                  0.25
              20370201         SAN JOSE                                                  0.25
              20370201         OWINGS MILLS                                              0.25
              20370201         CLARKSBURG                                                0.25
              20370101         HAYWARD                                                   0.25
              20370201         PURCELLVILLE                                              0.25
              20370201         ESCONDIDO                                                 0.25
              20370201         CORONA                                                    0.25
              20370201         ANNAPOLIS                                                 0.25
              20370201         LA PLATA                                                  0.25
              20370201         BRUNSWICK                                                 0.25
              20370201         MCLEAN                                                    0.25
              20370201         SOUTH KENT                                                0.25
              20370201         CHEVERLY                                                  0.25
              20370201         PHOENIX                                                   0.25
              20370201         SKOKIE                                                    0.25
              20370201         SAN MARCOS                                                0.25
              20370101         CARSON CITY                                               0.25
              20370201         OAKTON                                                    0.25
              20370201         NEWARK                                                    0.25
              20370201         DALLAS                                                    0.25
              20370201         SAN FRANCISCO                                             0.25
              20370201         RICHFIELD                                                 0.25
              20370101         NASHVILLE                                                 0.25
              20370101         YUCAIPA                                                   0.25
              20370101         ALPINE                                                    0.25
              20361201         MOORE                                                     0.25
              20370201         AUSTIN                                                    0.25
              20370201         SALINAS                                                   0.25
              20370101         FORT WORTH                                                0.25
              20370201         SAINT LOUIS                                               0.25
              20470201         MARGATE                                                   0.25
              20370201         HOLLYWOOD                                                 0.25
              20370201         FALLS CHURCH                                              0.25
              20370201         EL DORADO HILLS                                           0.25
              20370201         STATE COLLEGE                                             0.25
              20370201         ST LOUIS                                                  0.25
              20370201         SEDONA                                                    0.25
              20370201         OGLETHORPE                                                0.25
              20370201         WEST TISBURY                                              0.25
              20370201         TRINITY                                                   0.25
              20361201         DALLAS                                                    0.25
              20370201         KISSIMMEE                                                 0.25
              20370101         COLLEYVILLE                                               0.25
              20370201         WALL                                                      0.25
              20370201         WASHINGTON                                                0.25
              20370201         BALTIMORE                                                 0.25
              20370101         HERNDON                                                   0.25
              20361201         HUMBLE                                                    0.25
              20370201         WEST CHICAGO                                              0.25
              20370101         MESA                                                      0.25
              20361201         KIRKLAND                                                  0.25
              20361201         Carmel                                                    0.25
              20361201         Murray                                                    0.25
              20351101         FREDRICKSBURG                                             0.25
              20370101         BURR RIDGE                                                0.25
              20370101         BARTLETT                                                  0.25
              20330101         BETHESDA                                                  0.25
              20341201         ARLINGTON                                                 0.25
              20350701         PURCELLVILLE                                              0.25
              20360801         SAINT MICHAELS                                            0.25
              20360801         Fairfax                                                   0.25
              20360801         ASHBURN                                                   0.25
              20360701         KENSINGTON                                                0.25
              20360801         BETHESDA                                                  0.25
              20360801         BETHESDA                                                  0.25
              20360801         VIENNA                                                    0.25
              20360801         LEONARDTOWN                                               0.25
              20360901         Chevy Chase                                               0.25
              20360801         TRIANGLE                                                  0.25
              20360901         POTOMAC                                                   0.25
              20360901         Washington                                                0.25
              20360901         HERNDON                                                   0.25
              20360901         SOUTH RIDING                                              0.25
              20360901         RESTON                                                    0.25
              20360901         ROCKVILLE                                                 0.25
              20360901         STERLING                                                  0.25
              20360601         OSSINING                                                  0.25
              20360801         PELHAM                                                    0.25
              20360901         Castaic                                                   0.25
              20361201         HERCULES                                                  0.25
              20361201         ATWATER                                                   0.25
              20361201         CLOVIS                                                    0.25
              20361201         SANTA ROSA                                                0.25
              20370101         SACRAMENTO                                                0.25
              20370101         SANTA ROSA                                                0.25
              20370101         SEBASTOPOL                                                0.25
              20370101         HEALDSBURG                                                0.25
              20370101         ELK GROVE                                                 0.25
              20370101         TRUSSVILLE                                                0.25
              20370101         THOMPSONS STATION                                         0.25
              20361201         MORRIS PLAINS                                             0.25
              20361101         TOMS RIVER                                                0.25
              20361201         PRINCETON                                                 0.25
              20361201         BLOOMFIELD TWP                                            0.25
              20361201         NORTHVILLE                                                0.25
              20361201         LITTLE SILVER                                             0.25
              20370101         GLEN RIDGE                                                0.25
              20370101         MIDDLETOWN                                                0.25
              20370101         DOVER TWP                                                 0.25
              20360901         CUPERTINO                                                 0.25
              20360901         TUSTIN                                                    0.25
              20360901         SANTA CLARA                                               0.25
              20360901         ROSEVILLE                                                 0.25
              20361001         TYNGSBORO                                                 0.25
              20361001         LAYTON                                                    0.25
              20361001         LOMPOC                                                    0.25
              20361001         PHOENIX                                                   0.25
              20361201         WESTFIELD                                                 0.25
              20361001         CHELMSFORD                                                0.25
              20361001         CAMARILLO                                                 0.25
              20361101         TRUCKEE                                                   0.25
              20361101         HAZEL PARK                                                0.25
              20361101         SAN JOSE                                                  0.25
              20361101         CHANDLER                                                  0.25
              20361201         WILLIAMSTOWN                                              0.25
              20361201         KIRKLAND                                                  0.25
              20361101         OCEAN SHORES                                              0.25
              20361101         PARADISE VALLEY                                           0.25
              20361101         SEDONA                                                    0.25
              20361201         WELLESLEY                                                 0.25
              20361201         MILTON                                                    0.25
              20361101         PHOENIX                                                   0.25
              20361201         GEORGETOWN                                                0.25
              20361101         BURKE                                                     0.25
              20361101         DULUTH                                                    0.25
              20361201         TEMPE                                                     0.25
              20361201         PHOENIX                                                   0.25
              20361101         GLENDALE                                                  0.25
              20361201         TEGA CAY                                                  0.25
              20361201         CORCORAN                                                  0.25
              20361101         RIVERSIDE AREA                                            0.25
              20361101         NEWARK                                                    0.25
              20361201         MARSHFIELD                                                0.25
              20361201         HAMPSTEAD                                                 0.25
              20361201         GLENDORA                                                  0.25
              20361201         WARD                                                      0.25
              20361101         CAMARILLO                                                 0.25
              20361201         SAN CARLOS                                                0.25
              20361201         VENTURA                                                   0.25
              20361201         WESTON                                                    0.25
              20361201         BEND                                                      0.25
              20361201         NEWPORT BEACH                                             0.25
              20361201         SANTA CRUZ                                                0.25
              20361201         SPOTSYLVANIA                                              0.25
              20361201         BELLEVUE                                                  0.25
              20361201         SCOTTSDALE                                                0.25
              20361201         NEWCASTLE                                                 0.25
              20361201         LAS VEGAS                                                 0.25
              20361201         CARLSBAD                                                  0.25
              20361201         CLOVIS                                                    0.25
              20361201         FAIRFIELD                                                 0.25
              20361201         OXNARD                                                    0.25
              20361201         ROCKVILLE                                                 0.25
              20361201         NEWBURYPORT                                               0.25
              20370101         MILPITAS                                                  0.25
              20361201         MERCER ISLAND                                             0.25
              20370101         CHICAGO                                                   0.25
              20370101         CRESSKILL                                                 0.25
              20361201         SAN JOSE                                                  0.25
              20361201         AURORA                                                    0.25
              20361201         SAN JOSE                                                  0.25
              20370101         IRVINE                                                    0.25
              20370101         SANTA ROSA                                                0.25
              20370101         GOLD RIVER                                                0.25
              20370101         WEST CHESTER                                              0.25
              20370101         EAGLE                                                     0.25
              20361201         MIAMI                                                     0.25
              20361001         LITCHFIELD PARK                                           0.25
              20361101         LITCHFIELD PARK                                           0.25
              20361101         CHANDLER                                                  0.25
              20361201         QUEEN CREEK                                               0.25
              20361201         SCOTTSDALE                                                0.25
              20361201         PHOENIX                                                   0.25
              20361201         SCOTTSDALE                                                0.25
              20370101         CAVE CREEK                                                0.25
              20370101         CAVE CREEK                                                0.25
              20361101         CAPE CORAL                                                0.25
              20361201         PARKLAND                                                  0.25
              20361201         FORT LAUDERDALE                                           0.25
              20361201         LEESBURG                                                  0.25
              20360901         CHICAGO                                                   0.25
              20361001         CHICAGO                                                   0.25
              20361201         GLENVIEW                                                  0.25
              20370101         HIGHLAND PARK                                             0.25
              20361201         INDIANAPOLIS                                              0.25
              20370101         COATESVILLE                                               0.25
              20360601         SANTA MONICA                                              0.25
              20361001         NORTHRIDGE AREA                                           0.25
              20361101         GLENDALE                                                  0.25
              20361201         CERRITOS                                                  0.25
              20361201         REDONDO BEACH                                             0.25
              20361101         OJAI                                                      0.25
              20361201         WOODLAND HILLS AREA LOS A                                 0.25
              20361201         SANTA MARIA                                               0.25
              20361201         CAMARILLO                                                 0.25
              20361201         SAN DIEGO                                                 0.25
              20370101         ROSEVILLE                                                 0.25
              20370101         THOUSAND OAKS                                             0.25
              20361201         SAN DIEGO                                                 0.25
              20370101         INGLEWOOD                                                 0.25
              20370101         LOS ANGELES                                               0.25
              20361201         SAINT GEORGE                                              0.25
              20360901         SAMMAMISH                                                 0.25
              20361001         RENTON                                                    0.25
              20361201         MERCER ISLAND                                             0.25
              20361201         MERCER ISLAND                                             0.25
              20370101         BELLEVUE                                                  0.25
              20370101         BELLEVUE                                                  0.25
              20360901         ANAHEIM                                                   0.25
              20361201         SAN JOSE                                                  0.25
              20361101         AREA OF LADERA RANCH                                      0.25
              20361101         ALISO VIEJO                                               0.25
              20361101         COTO DE CAZA AREA                                         0.25
              20361101         CALABASAS AREA                                            0.25
              20361101         EL SEGUNDO                                                0.25
              20361201         CARLSBAD                                                  0.25
              20361201         TEMECULA                                                  0.25
              20361201         UPLAND                                                    0.25
              20361201         IRVINE                                                    0.25
              20361201         SAN RAMON                                                 0.25
              20361201         ONTARIO                                                   0.25
              20361201         FULLERTON                                                 0.25
              20361201         LOS ANGELES                                               0.25
              20370101         ANAHEIM                                                   0.25
              20361201         ANAHEIM                                                   0.25
              20370101         YORBA LINDA                                               0.25
              20361201         SIMI VALLEY                                               0.25
              20361201         HUNTINGTON BEACH                                          0.25
              20370101         CARLSBAD                                                  0.25
              20370101         ORINDA                                                    0.25
              20361201         IRVINE                                                    0.25
              20361201         WEST COVINA                                               0.25
              20361201         LAGUNA NIGUEL                                             0.25
              20370101         SAN DIEGO                                                 0.25
              20370101         SANTA ANA                                                 0.25
              20370101         UPLAND                                                    0.25
              20370101         ARCADIA                                                   0.25
              20370101         HUNTINGTON BEACH                                          0.25
              20370101         BUENA PARK                                                0.25
              20361101         MILPITAS                                                  0.25
              20361101         SAN FRANCISCO                                             0.25
              20361101         SAN JOSE                                                  0.25
              20361101         SAN JOSE                                                  0.25
              20361201         REDWOOD CITY                                              0.25
              20361201         MOUNTAIN VIEW                                             0.25
              20361101         HOLLISTER                                                 0.25
              20361201         SAN JOSE                                                  0.25
              20361201         SAN JOSE                                                  0.25
              20361201         SAN JOSE                                                  0.25
              20361201         SAN JOSE                                                  0.25
              20361201         HOLLISTER                                                 0.25
              20361201         SAN RAMON                                                 0.25
              20361201         SUNNYVALE                                                 0.25
              20361201         ATHERTON                                                  0.25
              20361201         AROMAS                                                    0.25
              20361201         EL DORADO HILLS                                           0.25
              20370101         FREMONT                                                   0.25
              20361001         SANTA ROSA                                                0.25
              20361101         PETALUMA                                                  0.25
              20361101         VACAVILLE                                                 0.25
              20361001         EL CERRITO                                                0.25
              20360901         CHULA VISTA                                               0.25
              20361001         ORANGE                                                    0.25
              20361101         HOMER GLEN                                                0.25
              20361101         POTOMAC FALLS                                             0.25
              20361101         FALLBROOK                                                 0.25
              20361101         NARRAGANSETT                                              0.25
              20361101         SAN DIEGO                                                 0.25
              20361101         HIGHLAND PARK                                             0.25
              20361101         SCOTTSDALE                                                0.25
              20361201         PARKER                                                    0.25
              20361201         BEND                                                      0.25
              20361201         WATKINS                                                   0.25
              20361201         BOTHELL                                                   0.25
              20361201         BEAVERTON                                                 0.25
              20360901         SAN FRANCISCO                                             0.25
              20361001         SANTA CLARA                                               0.25
              20361001         MILL VALLEY                                               0.25
              20361101         OAKLAND                                                   0.25
              20361101         PLEASANT HILL                                             0.25
              20361201         SAN DIEGO                                                 0.25
              20361201         SAN FRANCISCO                                             0.25
              20361201         SAN JOSE                                                  0.25
              20370101         NEWARK                                                    0.25
              20370101         PACIFICA                                                  0.25
              20361101         JACKSONVILLE BEACH                                        0.25
              20361201         GULF BREEZE                                               0.25
              20370101         ST AUGUSTINE                                              0.25
              20361201         ISSAQUAH                                                  0.25
              20360901         SAN DIEGO                                                 0.25
              20360901         OCEANSIDE                                                 0.25
              20361201         SAN DIEGO                                                 0.25
              20361001         CHULA VISTA                                               0.25
              20361101         SANTA CRUZ                                                0.25
              20361101         CHULA VISTA                                               0.25
              20361101         RAMONA                                                    0.25
              20361101         IMPERIAL BEACH                                            0.25
              20361201         SIMI VALLEY                                               0.25
              20361201         SAN DIEGO                                                 0.25
              20361201         WINDSOR                                                   0.25
              20361201         SAN MARCOS                                                0.25
              20361201         SAN DIEGO                                                 0.25
              20361201         CARLSBAD                                                  0.25
              20370101         SAN DIEGO                                                 0.25
              20361201         SAN DIEGO                                                 0.25
              20370101         SAN DIEGO                                                 0.25
              20361001         HICKORY CREEK                                             0.25
              20361201         TRINIDAD                                                  0.25
              20361201         GRESHAM                                                   0.25
              20361201         VANCOUVER                                                 0.25
              20360501         FOLSOM                                                    0.25
              20360801         FARMINGTON                                                0.25
              20360801         PROVO                                                     0.25
              20360901         NEWTOWN SQUARE                                            0.25
              20360901         NORTH HIGHLANDS                                           0.25
              20360901         FONTANA                                                   0.25
              20360901         ORLANDO                                                   0.25
              20361101         VISTA                                                     0.25
              20360901         BAKERSFIELD (UNINCORPORAT                                 0.25
              20360901         BENICIA                                                   0.25
              20360901         WINDSOR                                                   0.25
              20360901         BELMONT                                                   0.25
              20360901         SYLMAR                                                    0.25
              20360901         LOS ALTOS                                                 0.25
              20361001         MOUNTAIN VIEW                                             0.25
              20361001         MORGAN HILL                                               0.25
              20361101         PEORIA                                                    0.25
              20360901         MENDOCINO                                                 0.25
              20361201         LAGUNA HILLS                                              0.25
              20361001         ORANGEVALE                                                0.25
              20361201         DANVILLE                                                  0.25
              20361101         GLOUCESTER                                                0.25
              20361101         ANAHEIM                                                   0.25
              20361001         CAMARILLO                                                 0.25
              20361101         MIAMI                                                     0.25
              20361201         SAN JOSE                                                  0.25
              20370101         CARMICHAEL                                                0.25
              20370101         HUNTINGTON BEACH                                          0.25
              20361001         WEST COVINA                                               0.25
              20361001         PASADENA                                                  0.25
              20361201         PICO RIVERA                                               0.25
              20361101         MANHATTAN BEACH                                           0.25
              20361101         ESCONDIDO                                                 0.25
              20361201         FOUNTAIN VALLEY                                           0.25
              20361201         ORANGE                                                    0.25
              20361201         ANAHEIM                                                   0.25
              20361201         LA VERNE                                                  0.25
              20361201         CORONA                                                    0.25
              20370101         NORTHRIDGE                                                0.25
              20370101         ONTARIO                                                   0.25
              20370101         CHINO HILLS                                               0.25
              20370101         PLACENTIA                                                 0.25
              20361101         SAN RAMON                                                 0.25
              20361101         FREMONT                                                   0.25
              20361101         SAN LORENZO                                               0.25
              20361201         OAKLAND                                                   0.25
              20361201         REDONDO BEACH                                             0.25
              20361201         PLEASANTON                                                0.25
              20361201         BURLINGAME                                                0.25
              20361201         HAYWARD                                                   0.25
              20361201         CARSON                                                    0.25
              20361201         SAN JOSE                                                  0.25
              20361201         SAN JOSE                                                  0.25
              20361201         SAN FRANCISCO                                             0.25
              20361201         CONCORD                                                   0.25
              20361201         DANVILLE                                                  0.25
              20370101         PLEASANT HILL                                             0.25
              20361201         FREMONT                                                   0.25
              20370101         EL CERRITO                                                0.25
              20361201         EL CERRITO                                                0.25
              20370101         UNION CITY                                                0.25
              20370101         LIVERMORE                                                 0.25
              20361201         PARK CITY                                                 0.25
              20361201         KAYSVILLE                                                 0.25
              20370101         DRAPER                                                    0.25
              20361001         CHICAGO                                                   0.25
              20361101         CHICAGO                                                   0.25
              20361201         BARRINGTON                                                0.25
              20361101         LAKE FOREST                                               0.25
              20361201         OAK BROOK                                                 0.25
              20370101         LAKEMOOR                                                  0.25
              20361201         DENVER                                                    0.25
              20361001         LOUISVILLE                                                0.25
              20361201         EVERGREEN                                                 0.25
              20361201         PARKER                                                    0.25
              20370101         BOULDER                                                   0.25
              20361201         LONE TREE                                                 0.25
              20361201         BROOMFIELD                                                0.25
              20361201         COLORADO SPRINGS                                          0.25
              20361201         MYRTLE BEACH                                              0.25
              20361201         EVERETT                                                   0.25
              20370101         BRISTOL                                                   0.25
              20361201         STONEHAM                                                  0.25
              20370101         HANOVER                                                   0.25
              20370101         ANDOVER                                                   0.25
              20361101         LOS OSOS                                                  0.25
              20361201         VACAVILLE                                                 0.25
              20361201         SAN JOSE                                                  0.25
              20361101         AUBURN                                                    0.25
              20361201         RESCUE                                                    0.25
              20361201         SAN JOSE                                                  0.25
              20370101         SUNNYVALE                                                 0.25
              20370101         MILPITAS                                                  0.25
              20361201         LOUISVILLE                                                0.25
              20370101         GEORGETOWN                                                0.25
              20361001         GLASTONBURY                                               0.25
              20361001         HARTFORD                                                  0.25
              20361101         STRATFORD                                                 0.25
              20361201         KILLINGWORTH                                              0.25
              20361201         NORWALK                                                   0.25
              20361201         GREENWICH                                                 0.25
              20370101         SANDY HOOK                                                0.25
              20370101         SHELTON                                                   0.25
              20360901         EDEN PRAIRIE                                              0.25
              20361201         PRIOR LAKE                                                0.25
              20361201         SHOREVIEW                                                 0.25
              20361201         EDINA                                                     0.25
              20370101         NORTH OAKS                                                0.25
              20370101         MINNETONKA                                                0.25
              20370101         ROGERS                                                    0.25
              20361101         LAS VEGAS                                                 0.25
              20361201         LAS VEGAS                                                 0.25
              20361201         LAS VEGAS                                                 0.25
              20360901         PHILADELPHIA                                              0.25
              20361001         CORAOPOLIS                                                0.25
              20361101         MENTOR                                                    0.25
              20361101         HILLTOWN TWP                                              0.25
              20361201         THORNTON                                                  0.25
              20370101         SPRINGFIELD                                               0.25
              20370101         WEST CHESTER                                              0.25
              20361101         WRIGHTSVILLE BEACH                                        0.25
              20361201         CHARLOTTE                                                 0.25
              20361201         CHARLOTTE                                                 0.25
              20361101         SARASOTA                                                  0.25
              20361201         CLEARWATER BEACH                                          0.25
              20361201         LA MESA                                                   0.25
              20361201         ALEXANDRIA                                                0.25
              20361201         NEW WINDSOR                                               0.25
              20361201         LONG BEACH                                                0.25
              20361201         MOREHEAD CITY                                             0.25
              20361201         LONG BEACH                                                0.25
              20361201         TAMARAC                                                   0.25
              20361201         ORLAND PARK                                               0.25
              20361201         LEXINGTON                                                 0.25
              20361201         LAS VEGAS                                                 0.25
              20361201         ARLINGTON                                                 0.25
              20361201         CUMMING                                                   0.25
              20361201         BALTIMORE CITY                                            0.25
              20361201         LINCOLNSHIRE                                              0.25
              20361201         MARTINSVILLE                                              0.25
              20361201         CHARLOTTE HALL                                            0.25
              20361101         MANHASSET                                                 0.25
              20361201         GOLDENS BRIDGE                                            0.25
              20361201         RIDGEWAY                                                  0.25
              20361201         FREEPORT                                                  0.25
              20361101         GAMBRILLS                                                 0.25
              20361201         WHITESTONE                                                0.25
              20361101         SAVANNAH                                                  0.25
              20311201         BREWSTER                                                  0.25
              20361201         ALPHARETTA                                                0.25
              20361201         FAIRFIELD                                                 0.25
              20361201         SAN MATEO                                                 0.25
              20361201         BIG SKY                                                   0.25
              20361201         PHOENIX                                                   0.25
              20361201         FLETCHER                                                  0.25
              20361201         HANOVER                                                   0.25
              20361101         SEAL BEACH                                                0.25
              20351001         BRISTOW                                                   0.25
              20361201         ISLE OF PALMS                                             0.25
              20360801         BELTSVILLE                                                0.25


           MATURITY_DATE           MSERV            LPMI             ZIP_CODE
           -------------           -----            ----             --------
              20370101             0.005               0                85262
              20361201             0.005               0                76226
              20361201             0.005               0                 2093
              20361201             0.005               0                90712
              20361101             0.005               0                95762
              20361201             0.005               0                98065
              20361101             0.005               0                91740
              20361101             0.005               0                20152
              20370201             0.005               0                90272
              20370201             0.005               0                29010
              20370201             0.005               0                81637
              20370101             0.005               0                27603
              20370101             0.005               0                28607
              20370101             0.005               0                75209
              20370201             0.005               0                49630
              20370201             0.005               0                46947
              20370201             0.005               0                40215
              20370201             0.005               0                94565
              20370201             0.005               0                20158
              20370201             0.005               0                23451
              20370201             0.005               0                60062
              20370201             0.005               0                20816
              20370201             0.005               0                96826
              20370201             0.005               0                60523
              20370201             0.005               0                22015
              20370201             0.005               0                92127
              20370201             0.005               0                20882
              20370201             0.005               0                 7013
              20370201             0.005               0                65203
              20370201             0.005               0                48105
              20370201             0.005               0                62521
              20370201             0.005               0                33904
              20370201             0.005               0                22306
              20370201             0.005               0                20817
              20370201             0.005               0                60526
              20370201             0.005               0                 5663
              20370201             0.005               0                 4002
              20370201             0.005               0                30213
              20370201             0.005               0                20854
              20370201             0.005               0                60304
              20370201             0.005               0                84098
              20370201             0.005               0                20155
              20370101             0.005               0                32548
              20370201             0.005               0                33776
              20370201             0.005               0                27587
              20270201             0.005               0                10512
              20370201             0.005               0                90631
              20370201             0.005               0                23669
              20370201             0.005               0                95008
              20370201             0.005               0                20723
              20361001             0.005               0                32909
              20370201             0.005               0                78705
              20370201             0.005               0                23669
              20370201             0.005               0                 5641
              20370201             0.005               0                20164
              20370201             0.005               0                23669
              20370201             0.005               0                21061
              20361201             0.005               0                25843
              20370201             0.005               0                95835
              20370201             0.005               0                95204
              20370101             0.005               0                98925
              20370201             0.005               0                19054
              20370201             0.005               0                23221
              20370101             0.005               0                80528
              20370201             0.005               0                32277
              20370201             0.005               0                97034
              20370201             0.005               0                85250
              20370201             0.005               0                20736
              20370101             0.005               0                90266
              20370101             0.005               0                92861
              20370101             0.005               0                76248
              20370201             0.005               0                44704
              20370201             0.005               0                45812
              20370201             0.005               0                33016
              20370201             0.005               0                20170
              20370201             0.005               0                 1581
              20370201             0.005               0                94806
              20370201             0.005               0                95124
              20370201             0.005               0                94539
              20370201             0.005               0                 2126
              20370201             0.005               0                85009
              20370201             0.005               0                92210
              20370201             0.005               0                27603
              20370201             0.005               0                20853
              20370201             0.005               0                38556
              20360601             0.005               0                98512
              20370101             0.005               0                81623
              20370201             0.005               0                92308
              20370201             0.005               0                92808
              20370201             0.005               0                64152
              20370201             0.005               0                33305
              20370201             0.005               0                23518
              20370201             0.005               0                23462
              20370201             0.005               0                 2888
              20370201             0.005               0                89520
              20370101             0.005               0                44122
              20370201             0.005               0                37308
              20370201             0.005               0                60623
              20370201             0.005               0                94122
              20370201             0.005               0                 8857
              20370201             0.005               0                33803
              20370201             0.005               0                50171
              20370201             0.005               0                83642
              20370201             0.005               0                83638
              20270201             0.005               0                20876
              20370201             0.005               0                55449
              20370201             0.005               0                78730
              20370101             0.005               0                55436
              20370201             0.005               0                32092
              20370201             0.005               0                16066
              20370201             0.005               0                89103
              20370201             0.005               0                21756
              20370201             0.005               0                44903
              20370201             0.005               0                21666
              20370201             0.005               0                23314
              20370201             0.005               0                92127
              20370201             0.005               0                95448
              20370201             0.005               0                53018
              20370201             0.005               0                95492
              20370201             0.005               0                60187
              20370201             0.005               0                94534
              20370201             0.005               0                20906
              20270201             0.005               0                 1030
              20370201             0.005               0                77041
              20370201             0.005               0                92866
              20370201             0.005               0                60660
              20370201             0.005               0                21713
              20370201             0.005               0                27937
              20370201             0.005               0                17402
              20370201             0.005               0                97914
              20370201             0.005               0                21701
              20370201             0.005               0                33928
              20370201             0.005               0                85259
              20370101             0.005               0                20854
              20370201             0.005               0                86429
              20370201             0.005               0                95901
              20370201             0.005               0                22079
              20370201             0.005               0                20740
              20370201             0.005               0                95757
              20370201             0.005               0                76207
              20370201             0.005               0                44203
              20370201             0.005               0                20678
              20370201             0.005               0                20175
              20370201             0.005               0                32118
              20370201             0.005               0                16116
              20370101             0.005               0                33825
              20370201             0.005               0                33777
              20370201             0.005               0                29672
              20370201             0.005               0                27949
              20370201             0.005               0                97330
              20370201             0.005               0                90292
              20370201             0.005               0                20132
              20370201             0.005               0                20879
              20370201             0.005               0                78734
              20370201             0.005               0                32578
              20370201             0.005               0                80487
              20370201             0.005               0                90501
              20370201             0.005               0                60010
              20370101             0.005               0                53154
              20370101             0.005               0                78746
              20370201             0.005               0                60062
              20370301             0.005               0                 8092
              20370201             0.005               0                21117
              20370201             0.005               0                36330
              20370201             0.005               0                 2494
              20370201             0.005               0                45157
              20370201             0.005               0                84047
              20370201             0.005               0                98032
              20370201             0.005               0                75056
              20370201             0.005               0                41051
              20370201             0.005               0                95747
              20370201             0.005               0                44124
              20370201             0.005               0                53220
              20370201             0.005               0                92127
              20370201             0.005               0                99019
              20370201             0.005               0                73003
              20370201             0.005               0                94706
              20361201             0.005               0                83605
              20370201             0.005               0                22207
              20370101             0.005               0                32084
              20370101             0.005               0                23452
              20370201             0.005               0                84093
              20370101             0.005               0                78414
              20370201             0.005               0                19930
              20370201             0.005               0                33803
              20370201             0.005               0                44720
              20370201             0.005               0                75024
              20370201             0.005               0                20744
              20370201             0.005               0                98260
              20370201             0.005               0                85345
              20370201             0.005               0                21784
              20370201             0.005               0                21702
              20370201             0.005               0                22033
              20370201             0.005               0                85262
              20370201             0.005               0                78418
              20370101             0.005               0                 8079
              20370201             0.005               0                21239
              20370201             0.005               0                60601
              20370201             0.005               0                32086
              20370201             0.005               0                93458
              20370201             0.005               0                23703
              20370201             0.005               0                21034
              20370201             0.005               0                98074
              20370201             0.005               0                95037
              20370201             0.005               0                48045
              20370201             0.005               0                43078
              20370201             0.005               0                 5470
              20370201             0.005               0                20772
              20370201             0.005               0                20817
              20370201             0.005               0                45458
              20370201             0.005               0                61606
              20370201             0.005               0                23451
              20270201             0.005               0                45227
              20370201             0.005               0                20721
              20370201             0.005               0                33157
              20370201             0.005               0                55371
              20370101             0.005               0                22207
              20370201             0.005               0                85340
              20370201             0.005               0                44203
              20370201             0.005               0                91381
              20370201             0.005               0                20774
              20370201             0.005               0                33050
              20370201             0.005               0                23451
              20370201             0.005               0                98604
              20370201             0.005               0                91406
              20370201             0.005               0                55129
              20370101             0.005               0                20650
              20370101             0.005               0                98225
              20370201             0.005               0                33993
              20370201             0.005               0                85259
              20370201             0.005               0                77033
              20370201             0.005               0                70062
              20370101             0.005               0                33040
              20370201             0.005               0                32092
              20370201             0.005               0                92308
              20370201             0.005               0                78257
              20370201             0.005               0                20170
              20370201             0.005               0                20912
              20370201             0.005               0                83619
              20370201             0.005               0                80138
              20370201             0.005               0                78572
              20370201             0.005               0                20854
              20370201             0.005               0                45803
              20370201             0.005               0                 2827
              20370201             0.005               0                60613
              20370201             0.005               0                94611
              20370101             0.005               0                23113
              20370201             0.005               0                92078
              20370201             0.005               0                11501
              20370101             0.005               0                60005
              20370201             0.005               0                92648
              20370101             0.005               0                78759
              20370201             0.005               0                80005
              20370101             0.005               0                92040
              20470101             0.005               0                92782
              20370201             0.005               0                21601
              20361001             0.005               0                80116
              20370201             0.005               0                77303
              20361001             0.005               0                86314
              20370201             0.005               0                91011
              20370201             0.005               0                92065
              20370201             0.005               0                91913
              20370101             0.005               0                30319
              20370201             0.005               0                98006
              20361001             0.005               0                89523
              20370201             0.005               0                21401
              20370201             0.005               0                 8053
              20370101             0.005               0                93012
              20370201             0.005               0                22046
              20370101             0.005               0                31522
              20370101             0.005               0                18328
              20370101             0.005               0                29582
              20370101             0.005               0                77082
              20370101             0.005               0                20015
              20370201             0.005               0                21117
              20370201             0.005               0                20016
              20370101             0.005               0                20152
              20370201             0.005               0                78734
              20370201             0.005               0                 2467
              20370201             0.005               0                91325
              20370201             0.005               0                92694
              20370101             0.005               0                77377
              20370101             0.005               0                27517
              20370201             0.005               0                22030
              20370201             0.005               0                20852
              20370201             0.005               0                60540
              20470201             0.005               0                94544
              20370201             0.005               0                75093
              20370101             0.005               0                20878
              20370101             0.005               0                 2806
              20370201             0.005               0                30064
              20370201             0.005               0                20815
              20370201             0.005               0                60047
              20370201             0.005               0                60091
              20370201             0.005               0                22204
              20360701             0.005               0                20770
              20370101             0.005               0                75205
              20370101             0.005               0                21048
              20370101             0.005               0                20695
              20370101             0.005               0                80424
              20370201             0.005               0                28761
              20370201             0.005               0                60123
              20370201             0.005               0                85202
              20370201             0.005               0                97439
              20370201             0.005               0                60611
              20370201             0.005               0                95658
              20370201             0.005               0                78411
              20370201             0.005               0                48152
              20370201             0.005               0                20603
              20370101             0.005               0                80919
              20370201             0.005               0                21108
              20370201             0.005               0                78731
              20370101             0.005               0                65613
              20370101             0.005               0                33040
              20370201             0.005               0                40243
              20370201             0.005               0                85259
              20370101             0.005               0                80212
              20370201             0.005               0                97520
              20370201             0.005               0                 2745
              20370201             0.005               0                20120
              20370201             0.005               0                55040
              20370101             0.005               0                77340
              20370101             0.005               0                98006
              20361201             0.005               0                72756
              20370101             0.005               0                60124
              20370201             0.005               0                29680
              20370201             0.005               0                77479
              20370201             0.005               0                19602
              20370201             0.005               0                 1590
              20370101             0.005               0                 2145
              20370201             0.005               0                20165
              20370101             0.005               0                87501
              20370201             0.005               0                45243
              20370101             0.005               0                28031
              20370201             0.005               0                90640
              20370201             0.005               0                54947
              20370201             0.005               0                32128
              20370201             0.005               0                45409
              20370201             0.005               0                 7065
              20370201             0.005               0                90713
              20370101             0.005               0                47905
              20370201             0.005               0                96007
              20370201             0.005               0                43331
              20370101             0.005               0                55345
              20370201             0.005               0                94945
              20370201             0.005               0                60455
              20370201             0.005               0                20910
              20370101             0.005               0                95247
              20370101             0.005               0                95124
              20370201             0.005               0                44124
              20370201             0.005               0                92683
              20370201             0.005               0                98576
              20370101             0.005               0                83607
              20370201             0.005               0                33028
              20370201             0.005               0                90638
              20370201             0.005               0                98367
              20370201             0.005               0                33637
              20370201             0.005               0                64734
              20370201             0.005               0                20817
              20370201             0.005               0                33312
              20370201             0.005               0                28465
              20370201             0.005               0                21777
              20370201             0.005               0                60521
              20270201             0.005               0                64836
              20370101             0.005               0                 7444
              20370101             0.005               0                85297
              20370201             0.005               0                20720
              20370201             0.005               0                 5401
              20370201             0.005               0                22554
              20370201             0.005               0                22314
              20370201             0.005               0                95954
              20370201             0.005               0                 7060
              20370201             0.005               0                21161
              20370201             0.005               0                41042
              20370201             0.005               0                 2919
              20370201             0.005               0                85255
              20370201             0.005               0                70506
              20370201             0.005               0                43567
              20370201             0.005               0                20744
              20370201             0.005               0                20814
              20370201             0.005               0                79922
              20370201             0.005               0                10526
              20470201             0.005               0                91766
              20370201             0.005               0                98040
              20370201             0.005               0                96707
              20370201             0.005               0                92606
              20370201             0.005               0                21234
              20370201             0.005               0                32408
              20370201             0.005               0                91354
              20370201             0.005               0                99403
              20370101             0.005               0                23831
              20370201             0.005               0                90035
              20370201             0.005               0                44147
              20370201             0.005               0                55374
              20370201             0.005               0                 2908
              20370201             0.005               0                 1844
              20370201             0.005               0                65203
              20370201             0.005               0                60540
              20370201             0.005               0                80203
              20370201             0.005               0                33304
              20370201             0.005               0                10977
              20370101             0.005               0                33569
              20370201             0.005               0                22180
              20370201             0.005               0                20175
              20370101             0.005               0                22554
              20370201             0.005               0                27927
              20370301             0.005               0                34741
              20370101             0.005               0                98236
              20370201             0.005               0                60047
              20370201             0.005               0                20906
              20370201             0.005               0                95682
              20370201             0.005               0                96125
              20370201             0.005               0                46203
              20370201             0.005               0                89403
              20370201             0.005               0                30519
              20370201             0.005               0                94534
              20370201             0.005               0                89131
              20370201             0.005               0                86303
              20370201             0.005               0                27958
              20370201             0.005               0                20904
              20370201             0.005               0                34747
              20370201             0.005               0                21787
              20370201             0.005               0                78745
              20370201             0.005               0                45440
              20370201             0.005               0                20871
              20370201             0.005               0                98296
              20370201             0.005               0                33715
              20370101             0.005               0                20613
              20370201             0.005               0                20854
              20370201             0.005               0                99301
              20370201             0.005               0                44077
              20370201             0.005               0                16052
              20370201             0.005               0                55360
              20370201             0.005               0                20008
              20370201             0.005               0                22405
              20370201             0.005               0                20015
              20370201             0.005               0                46615
              20370201             0.005               0                91331
              20370201             0.005               0                30056
              20370201             0.005               0                21771
              20370201             0.005               0                60607
              20370201             0.005               0                76137
              20370101             0.005               0                75209
              20370201             0.005               0                20016
              20370201             0.005               0                98901
              20370201             0.005               0                92103
              20370201             0.005               0                43219
              20370201             0.005               0                32003
              20370201             0.005               0                 8251
              20370201             0.005               0                73003
              20370201             0.005               0                 7058
              20370201             0.005               0                97701
              20370101             0.005               0                75229
              20361201             0.005               0                80120
              20370201             0.005               0                60614
              20370201             0.005               0                80138
              20370101             0.005               0                87144
              20370101             0.005               0                27927
              20370101             0.005               0                91406
              20370101             0.005               0                86326
              20370201             0.005               0                98118
              20370201             0.005               0                22101
              20370201             0.005               0                45429
              20370201             0.005               0                11741
              20370201             0.005               0                40241
              20370101             0.005               0                20009
              20370201             0.005               0                21075
              20370201             0.005               0                78258
              20370201             0.005               0                95404
              20370201             0.005               0                60068
              20370201             0.005               0                20816
              20370101             0.005               0                 3103
              20370201             0.005               0                11751
              20370201             0.005               0                23435
              20370201             0.005               0                20165
              20370101             0.005               0                16127
              20370101             0.005               0                75205
              20370101             0.005               0                80126
              20370201             0.005               0                78539
              20370201             0.005               0                92127
              20370201             0.005               0                94122
              20370201             0.005               0                92596
              20370201             0.005               0                94928
              20370201             0.005               0                48322
              20370201             0.005               0                23225
              20370201             0.005               0                76001
              20370101             0.005               0                91773
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              20361201             0.005               0                91784
              20361201             0.005               0                92602
              20361201             0.005               0                94582
              20361201             0.005               0                91764
              20361201             0.005               0                92831
              20361201             0.005               0                90035
              20370101             0.005               0                92805
              20361201             0.005               0                92805
              20370101             0.005               0                92886
              20361201             0.005               0                93063
              20361201             0.005               0                92646
              20370101             0.005               0                92011
              20370101             0.005               0                94563
              20361201             0.005               0                92602
              20361201             0.005               0                91790
              20361201             0.005               0                92677
              20370101             0.005               0                92131
              20370101             0.005               0                92705
              20370101             0.005               0                91784
              20370101             0.005               0                91007
              20370101             0.005               0                92649
              20370101             0.005               0                90620
              20361101             0.005               0                95035
              20361101             0.005               0                94132
              20361101             0.005               0                95125
              20361101             0.005               0                95118
              20361201             0.005               0                94063
              20361201             0.005               0                94041
              20361101             0.005               0                95023
              20361201             0.005               0                95124
              20361201             0.005               0                95125
              20361201             0.005               0                95131
              20361201             0.005               0                95131
              20361201             0.005               0                95023
              20361201             0.005               0                94582
              20361201             0.005               0                94086
              20361201             0.005               0                94027
              20361201             0.005               0                95004
              20361201             0.005               0                95762
              20370101             0.005               0                94539
              20361001             0.005               0                95404
              20361101             0.005               0                94954
              20361101             0.005               0                95688
              20361001             0.005               0                94530
              20360901             0.005               0                91910
              20361001             0.005               0                92865
              20361101             0.005               0                60491
              20361101             0.005               0                20165
              20361101             0.005               0                92028
              20361101             0.005               0                 2882
              20361101             0.005               0                92128
              20361101             0.005               0                60035
              20361101             0.005               0                85259
              20361201             0.005               0                80134
              20361201             0.005               0                97702
              20361201             0.005               0                80137
              20361201             0.005               0                98021
              20361201             0.005               0                97007
              20360901             0.005               0                94134
              20361001             0.005               0                95051
              20361001             0.005               0                94941
              20361101             0.005               0                94609
              20361101             0.005               0                94523
              20361201             0.005               0                92130
              20361201             0.005               0                94121
              20361201             0.005               0                95125
              20370101             0.005               0                94560
              20370101             0.005               0                94044
              20361101             0.005               0                32250
              20361201             0.005               0                32563
              20370101             0.005               0                32092
              20361201             0.005               0                98027
              20360901             0.005               0                92128
              20360901             0.005               0                92056
              20361201             0.005               0                92130
              20361001             0.005               0                91915
              20361101             0.005               0                95062
              20361101             0.005               0                91913
              20361101             0.005               0                92065
              20361101             0.005               0                91932
              20361201             0.005               0                93065
              20361201             0.005               0                92124
              20361201             0.005               0                95492
              20361201             0.005               0                92069
              20361201             0.005               0                92107
              20361201             0.005               0                92008
              20370101             0.005               0                92120
              20361201             0.005               0                92129
              20370101             0.005               0                92107
              20361001             0.005               0                76210
              20361201             0.005               0                75163
              20361201             0.005               0                97030
              20361201             0.005               0                98686
              20360501             0.005               0                95630
              20360801             0.005               0                 6032
              20360801             0.005               0                84604
              20360901             0.005               0                19073
              20360901             0.005               0                95660
              20360901             0.005               0                92336
              20360901             0.005               0                32826
              20361101             0.005               0                92083
              20360901             0.005               0                93314
              20360901             0.005               0                94510
              20360901             0.005               0                95492
              20360901             0.005               0                94002
              20360901             0.005               0                91342
              20360901             0.005               0                94024
              20361001             0.005               0                94040
              20361001             0.005               0                95037
              20361101             0.005               0                85383
              20360901             0.005               0                95460
              20361201             0.005               0                92653
              20361001             0.005               0                95662
              20361201             0.005               0                94506
              20361101             0.005               0                23061
              20361101             0.005               0                92808
              20361001             0.005               0                93010
              20361101             0.005               0                33133
              20361201             0.005               0                95148
              20370101             0.005               0                95608
              20370101             0.005               0                92646
              20361001             0.005               0                91792
              20361001             0.005               0                91104
              20361201             0.005               0                90660
              20361101             0.005               0                90266
              20361101             0.005               0                92029
              20361201             0.005               0                92708
              20361201             0.005               0                92866
              20361201             0.005               0                92807
              20361201             0.005               0                91750
              20361201             0.005               0                92882
              20370101             0.005               0                91343
              20370101             0.005               0                91761
              20370101             0.005               0                91709
              20370101             0.005               0                92870
              20361101             0.005               0                94583
              20361101             0.005               0                94539
              20361101             0.005               0                94580
              20361201             0.005               0                94619
              20361201             0.005               0                90278
              20361201             0.005               0                94566
              20361201             0.005               0                94010
              20361201             0.005               0                94544
              20361201             0.005               0                90746
              20361201             0.005               0                95123
              20361201             0.005               0                95129
              20361201             0.005               0                94134
              20361201             0.005               0                94518
              20361201             0.005               0                94526
              20370101             0.005               0                94523
              20361201             0.005               0                94555
              20370101             0.005               0                94530
              20361201             0.005               0                94530
              20370101             0.005               0                94587
              20370101             0.005               0                94551
              20361201             0.005               0                84098
              20361201             0.005               0                84037
              20370101             0.005               0                84020
              20361001             0.005               0                60649
              20361101             0.005               0                60605
              20361201             0.005               0                60010
              20361101             0.005               0                60045
              20361201             0.005               0                60523
              20370101             0.005               0                60051
              20361201             0.005               0                80249
              20361001             0.005               0                80027
              20361201             0.005               0                80439
              20361201             0.005               0                80134
              20370101             0.005               0                80301
              20361201             0.005               0                80124
              20361201             0.005               0                80020
              20361201             0.005               0                80919
              20361201             0.005               0                29588
              20361201             0.005               0                 2149
              20370101             0.005               0                 2809
              20361201             0.005               0                 2180
              20370101             0.005               0                 2339
              20370101             0.005               0                 1810
              20361101             0.005               0                93402
              20361201             0.005               0                95687
              20361201             0.005               0                95124
              20361101             0.005               0                95602
              20361201             0.005               0                95672
              20361201             0.005               0                95124
              20370101             0.005               0                94086
              20370101             0.005               0                95035
              20361201             0.005               0                40245
              20370101             0.005               0                40324
              20361001             0.005               0                 6073
              20361001             0.005               0                 6106
              20361101             0.005               0                 6615
              20361201             0.005               0                 6419
              20361201             0.005               0                 6851
              20361201             0.005               0                 6831
              20370101             0.005               0                 6482
              20370101             0.005               0                 6484
              20360901             0.005               0                55347
              20361201             0.005               0                55372
              20361201             0.005               0                55126
              20361201             0.005               0                55436
              20370101             0.005               0                55126
              20370101             0.005               0                55345
              20370101             0.005               0                72758
              20361101             0.005               0                89149
              20361201             0.005               0                89141
              20361201             0.005               0                89135
              20360901             0.005               0                19143
              20361001             0.005               0                15108
              20361101             0.005               0                44060
              20361101             0.005               0                19440
              20361201             0.005               0                19373
              20370101             0.005               0                19064
              20370101             0.005               0                19380
              20361101             0.005               0                28480
              20361201             0.005               0                28278
              20361201             0.005               0                28210
              20361101             0.005               0                34241
              20361201             0.005               0                33767
              20361201             0.005               0                91941
              20361201             0.005               0                22306
              20361201             0.005               0                12553
              20361201             0.005               0                90808
              20361201             0.005               0                28557
              20361201             0.005               0                90807
              20361201             0.005               0                33321
              20361201             0.005               0                60462
              20361201             0.005               0                 2421
              20361201             0.005               0                89179
              20361201             0.005               0                22201
              20361201             0.005               0                30040
              20361201             0.005               0                21210
              20361201             0.005               0                60069
              20361201             0.005               0                24112
              20361201             0.005               0                20622
              20361101             0.005               0                11030
              20361201             0.005               0                10526
              20361201             0.005               0                24148
              20361201             0.005               0                11520
              20361101             0.005               0                21054
              20361201             0.005               0                11357
              20361101             0.005               0                31401
              20311201             0.005               0                10509
              20361201             0.005               0                30004
              20361201             0.005               0                 6890
              20361201             0.005               0                94401
              20361201             0.005               0                59716
              20361201             0.005               0                85085
              20361201             0.005               0                28732
              20361201             0.005               0                21076
              20361101             0.005               0                90740
              20351001             0.005               0                20136
              20361201             0.005               0                29451
              20360801             0.005               0                20705


            MATURITY_DATE                    STATED_ORIGINAL_TERM      PROPTYPE
            -------------                    --------------------      --------
              20370101                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        PUD
              20361101                                      360        Single Family
              20361101                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20270201                                      240        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        2-4 Family
              20370201                                      360        Single Family
              20361001                                      360        Single Family
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20361201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20360601                                      353        Single Family
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        2-4 Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20270201                                      240        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20270201                                      240        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Condominium
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        Single Family
              20370301                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        2-4 Family
              20370201                                      360        Condominium
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20361201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        2-4 Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20270201                                      240        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Condominium
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        2-4 Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20470101                                      360        Condominium
              20370201                                      360        PUD
              20361001                                      360        Single Family
              20370201                                      360        Single Family
              20361001                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20361001                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Condominium
              20370101                                      360        PUD
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20470201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20360701                                      360        CO-OP
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        2-4 Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370101                                      360        PUD
              20370101                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        2-4 Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20270201                                      240        Single Family
              20370101                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
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              20370201                                      360        2-4 Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20470201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
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              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        2-4 Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        2-4 Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
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              20370201                                      360        Condominium
              20370101                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        PUD
              20370301                                      360        Condominium
              20370101                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        2-4 Family
              20370201                                      360        2-4 Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        CO-OP
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Condominium
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        CO-OP
              20370201                                      360        2-4 Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20361201                                      360        Single Family
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370101                                      360        Condominium
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Condominium
              20370201                                      360        CO-OP
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Condominium
              20370101                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        PUD
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20270201                                      240        PUD
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        2-4 Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370101                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        PUD
              20370101                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20270201                                      240        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20470201                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20360701                                      353        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20370101                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20270201                                      240        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20361201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Condominium
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        2-4 Family
              20370101                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Condominium
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        Condominium
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20470201                                      360        Single Family
              20351101                                      360        Single Family
              20460801                                      360        Condominium
              20370201                                      360        PUD
              20370101                                      360        Condominium
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20350201                                      336        Single Family
              20370201                                      360        Single Family
              20361101                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20361201                                      360        PUD
              20370101                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        PUD
              20361101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20361001                                      360        Single Family
              20370201                                      360        Townhouse
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Hi-Rise Condo
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Condominium
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Condominium
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20361001                                      360        Single Family
              20360201                                      348        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        2-4 Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20361101                                      360        Townhouse
              20370101                                      360        PUD
              20361001                                      360        Single Family
              20370101                                      360        Single Family
              20361001                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Condominium
              20330201                                      312        Single Family
              20370201                                      360        CO-OP
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Condominium
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        CO-OP
              20370101                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Townhouse
              20370201                                      360        Single Family
              20370101                                      360        PUD
              20370101                                      360        PUD
              20470201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370101                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Condominium
              20370101                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        2-4 Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20360901                                      355        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        PUD
              20370101                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        2-4 Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        PUD
              20361201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370101                                      360        Single Family
              20370201                                      360        Single Family
              20470201                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        PUD
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20370201                                      360        Single Family
              20361201                                      360        Single Family
              20370201                                      360        PUD
              20370101                                      360        PUD
              20370201                                      360        PUD
              20370201                                      360        Townhouse
              20370201                                      360        Single Family
              20370101                                      360        PUD
              20361201                                      360        PUD
              20370201                                      360        PUD
              20370101                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20351101                                      360        PUD
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20330101                                      352        Single Family
              20341201                                      349        Single Family
              20350701                                      351        Single Family
              20360801                                      360        Single Family
              20360801                                      360        Single Family
              20360801                                      360        Single Family
              20360701                                      360        Single Family
              20360801                                      360        Single Family
              20360801                                      360        Single Family
              20360801                                      360        Single Family
              20360801                                      360        Single Family
              20360901                                      360        Single Family
              20360801                                      360        Single Family
              20360901                                      360        Single Family
              20360901                                      360        Single Family
              20360901                                      360        Single Family
              20360901                                      360        Single Family
              20360901                                      360        Townhouse
              20360901                                      360        Single Family
              20360901                                      360        Single Family
              20360601                                      360        Single Family
              20360801                                      360        Single Family
              20360901                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20361201                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20360901                                      360        Single Family
              20360901                                      360        Single Family
              20360901                                      360        PUD
              20360901                                      360        Condominium
              20361001                                      360        Single Family
              20361001                                      360        Single Family
              20361001                                      360        Single Family
              20361001                                      360        PUD
              20361201                                      360        Single Family
              20361001                                      360        Condominium
              20361001                                      360        Single Family
              20361101                                      360        PUD
              20361101                                      360        Single Family
              20361101                                      360        Single Family
              20361101                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361101                                      360        PUD
              20361101                                      360        Single Family
              20361101                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361101                                      360        PUD
              20361201                                      360        PUD
              20361101                                      360        PUD
              20361101                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361101                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361101                                      360        PUD
              20361101                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20370101                                      360        PUD
              20370101                                      360        PUD
              20370101                                      360        PUD
              20370101                                      360        PUD
              20370101                                      360        PUD
              20361201                                      360        Single Family
              20361001                                      360        PUD
              20361101                                      360        PUD
              20361101                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        PUD
              20370101                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        Condominium
              20361201                                      360        PUD
              20360901                                      360        Single Family
              20361001                                      360        Condominium
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        PUD
              20360601                                      360        Condominium
              20361001                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        Condominium
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20361201                                      360        PUD
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20361201                                      360        Single Family
              20360901                                      360        Condominium
              20361001                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20360901                                      360        PUD
              20361201                                      360        Single Family
              20361101                                      360        Single Family
              20361101                                      360        PUD
              20361101                                      360        PUD
              20361101                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        PUD
              20361201                                      360        PUD
              20361201                                      360        Condominium
              20361201                                      360        PUD
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        Condominium
              20370101                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        PUD
              20370101                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20370101                                      360        PUD
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20361101                                      360        PUD
              20361101                                      360        Single Family
              20361101                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361101                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20361001                                      360        Single Family
              20361101                                      360        Single Family
              20361101                                      360        Single Family
              20361001                                      360        Single Family
              20360901                                      360        PUD
              20361001                                      360        Single Family
              20361101                                      360        Single Family
              20361101                                      360        Single Family
              20361101                                      360        Single Family
              20361101                                      360        Single Family
              20361101                                      360        PUD
              20361101                                      360        Single Family
              20361101                                      360        PUD
              20361201                                      360        PUD
              20361201                                      360        PUD
              20361201                                      360        PUD
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20360901                                      360        Single Family
              20361001                                      360        Single Family
              20361001                                      360        PUD
              20361101                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        PUD
              20361201                                      360        Single Family
              20360901                                      360        Condominium
              20360901                                      360        Single Family
              20361201                                      360        PUD
              20361001                                      360        PUD
              20361101                                      360        Single Family
              20361101                                      360        Single Family
              20361101                                      360        Single Family
              20361101                                      360        2-4 Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20361001                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20360501                                      360        Single Family
              20360801                                      360        Single Family
              20360801                                      360        Single Family
              20360901                                      360        Single Family
              20360901                                      360        Single Family
              20360901                                      360        Single Family
              20360901                                      360        Single Family
              20361101                                      360        Single Family
              20360901                                      360        Single Family
              20360901                                      360        Single Family
              20360901                                      360        Single Family
              20360901                                      360        Single Family
              20360901                                      360        Single Family
              20360901                                      360        Single Family
              20361001                                      360        Single Family
              20361001                                      360        Single Family
              20361101                                      360        PUD
              20360901                                      360        Single Family
              20361201                                      360        Single Family
              20361001                                      360        Single Family
              20361201                                      360        PUD
              20361101                                      360        Single Family
              20361101                                      360        PUD
              20361001                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20361001                                      360        Single Family
              20361001                                      360        Single Family
              20361201                                      360        Single Family
              20361101                                      360        Single Family
              20361101                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Condominium
              20361101                                      360        Single Family
              20361101                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Condominium
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20370101                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20361001                                      360        2-4 Family
              20361101                                      360        Condominium
              20361201                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        PUD
              20370101                                      360        Single Family
              20361201                                      360        Single Family
              20361001                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        PUD
              20370101                                      360        PUD
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        PUD
              20361201                                      360        2-4 Family
              20370101                                      360        PUD
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20361201                                      360        PUD
              20370101                                      360        PUD
              20361001                                      360        Single Family
              20361001                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20360901                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        PUD
              20361101                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        PUD
              20360901                                      360        Single Family
              20361001                                      360        Single Family
              20361101                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        Single Family
              20370101                                      360        Single Family
              20370101                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361101                                      360        Single Family
              20361201                                      360        2-4 Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Condominium
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Condominium
              20361201                                      360        Condominium
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        Condominium
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361101                                      360        Single Family
              20361201                                      360        Single Family
              20361101                                      360        Single Family
              20311201                                      300        Single Family
              20361201                                      360        PUD
              20361201                                      360        Single Family
              20361201                                      360        Single Family
              20361201                                      360        PUD
              20361201                                      360        PUD
              20361201                                      360        Condominium
              20361201                                      360        PUD
              20361101                                      360        Single Family
              20351001                                      360        PUD
              20361201                                      360        Single Family
              20360801                                      360        PUD


            MATURITY_DATE         LIEN                                      CURRENT_GROSS_COUPON
            -------------         ----                                      --------------------
              20370101         First Lien                                                6
              20361201         First Lien                                             6.75
              20361201         First Lien                                            6.625
              20361201         First Lien                                                7
              20361101         First Lien                                              6.5
              20361201         First Lien                                            6.375
              20361101         First Lien                                            6.375
              20361101         First Lien                                            6.375
              20370201         First Lien                                            6.125
              20370201         First Lien                                            7.875
              20370201         First Lien                                             6.75
              20370101         First Lien                                            6.875
              20370101         First Lien                                             6.75
              20370101         First Lien                                            6.875
              20370201         First Lien                                            6.375
              20370201         First Lien                                              7.5
              20370201         First Lien                                             6.75
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.625
              20370201         First Lien                                            6.625
              20370201         First Lien                                             7.75
              20370201         First Lien                                            6.375
              20370201         First Lien                                             7.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                              6.5
              20370201         First Lien                                             5.98
              20370201         First Lien                                            6.125
              20370201         First Lien                                              6.5
              20370201         First Lien                                             6.75
              20370201         First Lien                                              6.5
              20370201         First Lien                                            7.625
              20370201         First Lien                                            6.375
              20370201         First Lien                                             5.75
              20370201         First Lien                                                6
              20370201         First Lien                                            6.125
              20370201         First Lien                                              7.5
              20370201         First Lien                                             7.25
              20370201         First Lien                                            5.875
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.375
              20370201         First Lien                                            6.875
              20370201         First Lien                                              6.5
              20370101         First Lien                                             6.75
              20370201         First Lien                                            6.875
              20370201         First Lien                                                6
              20270201         First Lien                                                6
              20370201         First Lien                                                6
              20370201         First Lien                                              7.5
              20370201         First Lien                                              6.5
              20370201         First Lien                                              6.5
              20361001         First Lien                                              7.5
              20370201         First Lien                                                7
              20370201         First Lien                                              7.5
              20370201         First Lien                                            6.375
              20370201         First Lien                                            6.375
              20370201         First Lien                                              7.5
              20370201         First Lien                                              6.5
              20361201         First Lien                                             7.25
              20370201         First Lien                                            6.375
              20370201         First Lien                                             6.25
              20370101         First Lien                                            5.875
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.375
              20370101         First Lien                                            5.875
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.75
              20370201         First Lien                                              6.5
              20370201         First Lien                                             5.98
              20370101         First Lien                                             6.25
              20370101         First Lien                                            6.625
              20370101         First Lien                                            6.625
              20370201         First Lien                                             7.25
              20370201         First Lien                                            6.625
              20370201         First Lien                                                7
              20370201         First Lien                                            6.375
              20370201         First Lien                                              6.5
              20370201         First Lien                                              6.5
              20370201         First Lien                                            7.625
              20370201         First Lien                                             7.25
              20370201         First Lien                                                6
              20370201         First Lien                                             6.25
              20370201         First Lien                                             5.98
              20370201         First Lien                                             6.75
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.75
              20360601         First Lien                                              7.5
              20370101         First Lien                                             7.25
              20370201         First Lien                                            6.125
              20370201         First Lien                                            5.875
              20370201         First Lien                                                7
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.875
              20370201         First Lien                                            5.875
              20370201         First Lien                                                7
              20370201         First Lien                                            6.375
              20370101         First Lien                                            6.125
              20370201         First Lien                                             6.75
              20370201         First Lien                                            7.875
              20370201         First Lien                                             6.25
              20370201         First Lien                                              7.5
              20370201         First Lien                                             6.25
              20370201         First Lien                                            8.125
              20370201         First Lien                                             7.25
              20370201         First Lien                                             5.98
              20270201         First Lien                                            6.125
              20370201         First Lien                                            6.625
              20370201         First Lien                                             5.98
              20370101         First Lien                                             6.25
              20370201         First Lien                                             6.75
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.875
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.875
              20370201         First Lien                                                6
              20370201         First Lien                                            6.125
              20370201         First Lien                                             5.98
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.375
              20370201         First Lien                                             7.75
              20370201         First Lien                                             6.25
              20370201         First Lien                                                7
              20270201         First Lien                                             6.75
              20370201         First Lien                                              6.5
              20370201         First Lien                                             6.25
              20370201         First Lien                                            7.375
              20370201         First Lien                                            6.625
              20370201         First Lien                                            5.625
              20370201         First Lien                                             6.25
              20370201         First Lien                                            7.875
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.125
              20370201         First Lien                                            6.125
              20370101         First Lien                                            6.375
              20370201         First Lien                                                7
              20370201         First Lien                                              6.5
              20370201         First Lien                                             6.75
              20370201         First Lien                                              6.5
              20370201         First Lien                                             5.98
              20370201         First Lien                                            6.625
              20370201         First Lien                                                7
              20370201         First Lien                                            6.375
              20370201         First Lien                                             6.25
              20370201         First Lien                                              6.5
              20370201         First Lien                                              7.5
              20370101         First Lien                                            7.625
              20370201         First Lien                                            7.375
              20370201         First Lien                                              7.5
              20370201         First Lien                                             6.25
              20370201         First Lien                                             7.25
              20370201         First Lien                                              6.5
              20370201         First Lien                                            6.125
              20370201         First Lien                                             6.75
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.625
              20370201         First Lien                                            6.375
              20370201         First Lien                                            6.375
              20370201         First Lien                                             7.25
              20370101         First Lien                                             6.75
              20370101         First Lien                                            6.375
              20370201         First Lien                                             6.25
              20370301         First Lien                                             6.25
              20370201         First Lien                                            6.875
              20370201         First Lien                                            5.875
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.625
              20370201         First Lien                                                7
              20370201         First Lien                                            7.625
              20370201         First Lien                                                6
              20370201         First Lien                                              6.5
              20370201         First Lien                                            5.875
              20370201         First Lien                                            6.375
              20370201         First Lien                                             7.25
              20370201         First Lien                                             5.98
              20370201         First Lien                                             6.25
              20370201         First Lien                                                8
              20370201         First Lien                                            6.875
              20361201         First Lien                                            7.875
              20370201         First Lien                                             6.25
              20370101         First Lien                                            7.125
              20370101         First Lien                                            7.625
              20370201         First Lien                                             6.25
              20370101         First Lien                                            6.875
              20370201         First Lien                                            6.125
              20370201         First Lien                                             6.25
              20370201         First Lien                                              6.5
              20370201         First Lien                                              7.5
              20370201         First Lien                                                7
              20370201         First Lien                                              6.5
              20370201         First Lien                                                6
              20370201         First Lien                                            6.125
              20370201         First Lien                                            6.625
              20370201         First Lien                                            6.375
              20370201         First Lien                                             6.25
              20370201         First Lien                                            7.125
              20370101         First Lien                                            6.625
              20370201         First Lien                                                7
              20370201         First Lien                                              6.5
              20370201         First Lien                                            6.875
              20370201         First Lien                                            6.875
              20370201         First Lien                                              6.5
              20370201         First Lien                                            6.875
              20370201         First Lien                                            6.125
              20370201         First Lien                                             6.25
              20370201         First Lien                                            7.375
              20370201         First Lien                                              7.5
              20370201         First Lien                                             7.75
              20370201         First Lien                                            6.625
              20370201         First Lien                                            6.875
              20370201         First Lien                                             5.98
              20370201         First Lien                                             7.75
              20370201         First Lien                                            6.375
              20270201         First Lien                                            6.125
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.75
              20370201         First Lien                                             6.75
              20370101         First Lien                                             6.75
              20370201         First Lien                                            6.625
              20370201         First Lien                                              6.5
              20370201         First Lien                                             6.25
              20370201         First Lien                                              5.5
              20370201         First Lien                                            6.625
              20370201         First Lien                                              6.5
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.375
              20370201         First Lien                                            6.375
              20370101         First Lien                                            6.125
              20370101         First Lien                                            6.375
              20370201         First Lien                                                7
              20370201         First Lien                                             6.25
              20370201         First Lien                                              7.5
              20370201         First Lien                                              6.5
              20370101         First Lien                                            6.625
              20370201         First Lien                                            6.875
              20370201         First Lien                                             6.25
              20370201         First Lien                                                6
              20370201         First Lien                                              6.5
              20370201         First Lien                                            7.375
              20370201         First Lien                                              7.5
              20370201         First Lien                                             6.75
              20370201         First Lien                                                7
              20370201         First Lien                                                6
              20370201         First Lien                                            7.875
              20370201         First Lien                                            7.125
              20370201         First Lien                                            7.375
              20370201         First Lien                                            6.375
              20370101         First Lien                                            6.125
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.375
              20370101         First Lien                                            6.375
              20370201         First Lien                                             6.25
              20370101         First Lien                                            5.875
              20370201         First Lien                                              6.5
              20370101         First Lien                                            6.875
              20470101         First Lien                                            5.875
              20370201         First Lien                                             6.25
              20361001         First Lien                                            6.375
              20370201         First Lien                                            6.375
              20361001         First Lien                                            6.875
              20370201         First Lien                                             5.75
              20370201         First Lien                                            5.625
              20370201         First Lien                                             6.75
              20370101         First Lien                                             6.25
              20370201         First Lien                                              7.5
              20361001         First Lien                                            6.375
              20370201         First Lien                                            6.375
              20370201         First Lien                                              6.5
              20370101         First Lien                                             5.75
              20370201         First Lien                                             6.25
              20370101         First Lien                                            5.875
              20370101         First Lien                                                7
              20370101         First Lien                                              6.5
              20370101         First Lien                                              6.5
              20370101         First Lien                                            6.375
              20370201         First Lien                                            6.375
              20370201         First Lien                                                6
              20370101         First Lien                                             6.25
              20370201         First Lien                                            6.625
              20370201         First Lien                                             6.25
              20370201         First Lien                                            7.375
              20370201         First Lien                                            6.125
              20370101         First Lien                                            6.125
              20370101         First Lien                                             6.25
              20370201         First Lien                                            5.875
              20370201         First Lien                                            6.125
              20370201         First Lien                                            6.375
              20470201         First Lien                                            6.625
              20370201         First Lien                                             6.25
              20370101         First Lien                                            6.375
              20370101         First Lien                                            6.875
              20370201         First Lien                                            5.875
              20370201         First Lien                                                6
              20370201         First Lien                                            6.375
              20370201         First Lien                                             6.25
              20370201         First Lien                                            5.875
              20360701         First Lien                                             6.75
              20370101         First Lien                                             6.25
              20370101         First Lien                                             6.25
              20370101         First Lien                                                6
              20370101         First Lien                                            5.625
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.875
              20370201         First Lien                                            6.875
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.75
              20370201         First Lien                                             6.75
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.125
              20370201         First Lien                                             6.75
              20370101         First Lien                                            6.375
              20370201         First Lien                                            5.875
              20370201         First Lien                                            6.625
              20370101         First Lien                                            7.875
              20370101         First Lien                                            7.375
              20370201         First Lien                                                6
              20370201         First Lien                                            6.625
              20370101         First Lien                                             6.75
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.75
              20370201         First Lien                                             6.25
              20370201         First Lien                                              6.5
              20370101         First Lien                                              7.5
              20370101         First Lien                                                6
              20361201         First Lien                                            7.125
              20370101         First Lien                                             7.25
              20370201         First Lien                                            6.625
              20370201         First Lien                                              6.5
              20370201         First Lien                                                8
              20370201         First Lien                                             6.75
              20370101         First Lien                                             6.25
              20370201         First Lien                                              6.5
              20370101         First Lien                                            7.125
              20370201         First Lien                                              7.5
              20370101         First Lien                                            7.125
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.625
              20370201         First Lien                                            6.875
              20370201         First Lien                                            6.625
              20370201         First Lien                                             5.75
              20370101         First Lien                                              6.5
              20370201         First Lien                                            7.375
              20370201         First Lien                                              7.5
              20370101         First Lien                                            6.375
              20370201         First Lien                                             6.25
              20370201         First Lien                                             7.75
              20370201         First Lien                                            6.375
              20370101         First Lien                                             6.25
              20370101         First Lien                                            6.375
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.875
              20370101         First Lien                                              7.5
              20370201         First Lien                                            6.625
              20370201         First Lien                                            5.875
              20370201         First Lien                                            7.125
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.875
              20370201         First Lien                                            6.125
              20370201         First Lien                                             6.75
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.625
              20370201         First Lien                                            6.375
              20270201         First Lien                                            7.625
              20370101         First Lien                                             6.25
              20370101         First Lien                                            6.125
              20370201         First Lien                                              6.5
              20370201         First Lien                                             8.25
              20370201         First Lien                                            6.125
              20370201         First Lien                                                7
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.875
              20370201         First Lien                                            6.625
              20370201         First Lien                                             6.75
              20370201         First Lien                                             7.25
              20370201         First Lien                                            6.875
              20370201         First Lien                                             6.25
              20370201         First Lien                                            7.375
              20370201         First Lien                                             7.25
              20370201         First Lien                                             5.98
              20370201         First Lien                                            6.125
              20370201         First Lien                                            6.125
              20470201         First Lien                                            6.375
              20370201         First Lien                                            5.375
              20370201         First Lien                                            6.125
              20370201         First Lien                                             5.75
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.625
              20370201         First Lien                                            6.625
              20370201         First Lien                                            6.625
              20370101         First Lien                                            7.375
              20370201         First Lien                                            6.375
              20370201         First Lien                                            5.875
              20370201         First Lien                                            6.875
              20370201         First Lien                                              7.5
              20370201         First Lien                                             6.75
              20370201         First Lien                                            8.125
              20370201         First Lien                                            7.125
              20370201         First Lien                                              6.5
              20370201         First Lien                                            7.125
              20370201         First Lien                                                7
              20370101         First Lien                                             6.75
              20370201         First Lien                                            6.125
              20370201         First Lien                                              6.5
              20370101         First Lien                                                6
              20370201         First Lien                                            6.625
              20370301         First Lien                                                8
              20370101         First Lien                                            6.375
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.375
              20370201         First Lien                                             6.75
              20370201         First Lien                                              6.5
              20370201         First Lien                                             7.25
              20370201         First Lien                                            6.375
              20370201         First Lien                                            6.375
              20370201         First Lien                                            6.625
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.625
              20370201         First Lien                                            7.375
              20370201         First Lien                                              6.5
              20370201         First Lien                                            6.375
              20370201         First Lien                                             7.25
              20370201         First Lien                                            7.625
              20370201         First Lien                                            6.625
              20370201         First Lien                                             6.75
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370101         First Lien                                                7
              20370201         First Lien                                            5.875
              20370201         First Lien                                              6.5
              20370201         First Lien                                             6.75
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.125
              20370201         First Lien                                            6.375
              20370201         First Lien                                            6.375
              20370201         First Lien                                                6
              20370201         First Lien                                                8
              20370201         First Lien                                             6.25
              20370201         First Lien                                            7.125
              20370201         First Lien                                            6.125
              20370201         First Lien                                            6.875
              20370201         First Lien                                              7.5
              20370101         First Lien                                            7.375
              20370201         First Lien                                            6.375
              20370201         First Lien                                             7.75
              20370201         First Lien                                            6.125
              20370201         First Lien                                             6.75
              20370201         First Lien                                              6.5
              20370201         First Lien                                                8
              20370201         First Lien                                              6.5
              20370201         First Lien                                            6.375
              20370201         First Lien                                             6.25
              20370101         First Lien                                              6.5
              20361201         First Lien                                            6.125
              20370201         First Lien                                            6.125
              20370201         First Lien                                            6.375
              20370101         First Lien                                             7.25
              20370101         First Lien                                             6.25
              20370101         First Lien                                            6.375
              20370101         First Lien                                            6.875
              20370201         First Lien                                              6.5
              20370201         First Lien                                            6.625
              20370201         First Lien                                             6.75
              20370201         First Lien                                              7.5
              20370201         First Lien                                              6.5
              20370101         First Lien                                             6.75
              20370201         First Lien                                              6.5
              20370201         First Lien                                              7.5
              20370201         First Lien                                            5.625
              20370201         First Lien                                             6.25
              20370201         First Lien                                              6.5
              20370101         First Lien                                             7.25
              20370201         First Lien                                             7.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                              6.5
              20370101         First Lien                                            6.875
              20370101         First Lien                                            6.375
              20370101         First Lien                                            6.375
              20370201         First Lien                                            7.375
              20370201         First Lien                                             5.98
              20370201         First Lien                                            6.625
              20370201         First Lien                                            6.375
              20370201         First Lien                                              6.5
              20370201         First Lien                                              6.5
              20370201         First Lien                                                7
              20370201         First Lien                                              6.5
              20370101         First Lien                                             6.25
              20370201         First Lien                                            6.875
              20370201         First Lien                                                6
              20370201         First Lien                                              6.5
              20370201         First Lien                                            6.875
              20370201         First Lien                                             6.25
              20370201         First Lien                                             7.25
              20370101         First Lien                                            5.875
              20370201         First Lien                                                7
              20370101         First Lien                                             7.25
              20370201         First Lien                                            6.875
              20370201         First Lien                                              7.5
              20370201         First Lien                                            6.125
              20370101         First Lien                                            6.125
              20370201         First Lien                                             6.25
              20370201         First Lien                                            5.875
              20370201         First Lien                                            6.125
              20370201         First Lien                                             6.25
              20370201         First Lien                                             5.98
              20370201         First Lien                                            6.125
              20370201         First Lien                                            6.375
              20270201         First Lien                                            6.375
              20370201         First Lien                                              5.5
              20370201         First Lien                                            6.375
              20370201         First Lien                                             6.25
              20370201         First Lien                                              6.5
              20370201         First Lien                                             5.98
              20370201         First Lien                                            5.375
              20370201         First Lien                                            6.875
              20370201         First Lien                                            6.125
              20370201         First Lien                                            6.125
              20370201         First Lien                                             6.25
              20370201         First Lien                                             5.75
              20370101         First Lien                                            6.375
              20370201         First Lien                                             5.98
              20370201         First Lien                                              6.5
              20370201         First Lien                                            6.375
              20370201         First Lien                                            6.125
              20370101         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                            5.875
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370101         First Lien                                            6.125
              20370101         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.375
              20370201         First Lien                                             6.25
              20370201         First Lien                                              6.5
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.125
              20370201         First Lien                                            6.125
              20370201         First Lien                                              6.5
              20370201         First Lien                                             5.98
              20370201         First Lien                                             6.75
              20370101         First Lien                                             6.25
              20370101         First Lien                                            6.125
              20370201         First Lien                                            6.375
              20370201         First Lien                                            5.875
              20370201         First Lien                                             5.98
              20370101         First Lien                                             6.25
              20370201         First Lien                                             6.75
              20370201         First Lien                                              6.5
              20370201         First Lien                                                6
              20370201         First Lien                                            5.875
              20370101         First Lien                                                6
              20370201         First Lien                                            6.125
              20370201         First Lien                                            6.125
              20370201         First Lien                                             6.25
              20370101         First Lien                                            6.125
              20370201         First Lien                                             5.98
              20370101         First Lien                                             6.75
              20370201         First Lien                                            6.625
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                              6.5
              20370201         First Lien                                            6.625
              20370201         First Lien                                            6.125
              20370201         First Lien                                             5.98
              20370101         First Lien                                             5.98
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.125
              20370201         First Lien                                             5.98
              20370201         First Lien                                             5.98
              20370101         First Lien                                             6.25
              20370201         First Lien                                            6.125
              20270201         First Lien                                                6
              20370201         First Lien                                            5.875
              20370201         First Lien                                             6.75
              20370201         First Lien                                              6.5
              20370201         First Lien                                            6.875
              20370201         First Lien                                             5.98
              20370201         First Lien                                              6.5
              20370201         First Lien                                             6.25
              20470201         First Lien                                            6.375
              20370101         First Lien                                            6.375
              20370201         First Lien                                             6.25
              20370201         First Lien                                             5.98
              20370201         First Lien                                            6.625
              20370201         First Lien                                             5.98
              20360701         First Lien                                             5.98
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                              7.5
              20370201         First Lien                                             7.25
              20370201         First Lien                                            6.625
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.375
              20370201         First Lien                                            6.375
              20370201         First Lien                                              6.5
              20370201         First Lien                                            5.625
              20370101         First Lien                                            5.875
              20370201         First Lien                                             5.75
              20370201         First Lien                                              6.5
              20370201         First Lien                                             6.25
              20370101         First Lien                                                6
              20370101         First Lien                                            6.375
              20370201         First Lien                                            6.375
              20370201         First Lien                                             6.25
              20370201         First Lien                                             5.98
              20370101         First Lien                                            6.125
              20270201         First Lien                                             5.98
              20370201         First Lien                                             5.98
              20370201         First Lien                                            6.375
              20370201         First Lien                                            6.375
              20370101         First Lien                                            6.125
              20370101         First Lien                                             5.98
              20370201         First Lien                                             5.98
              20370201         First Lien                                            6.375
              20370201         First Lien                                            6.625
              20370201         First Lien                                             5.98
              20370101         First Lien                                            6.125
              20370201         First Lien                                            6.625
              20361201         First Lien                                             6.75
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.375
              20370101         First Lien                                            6.375
              20370201         First Lien                                            5.875
              20370201         First Lien                                             5.98
              20370201         First Lien                                            5.875
              20370101         First Lien                                             7.75
              20370201         First Lien                                            6.125
              20370101         First Lien                                             6.75
              20370101         First Lien                                             6.24
              20370201         First Lien                                            5.875
              20370201         First Lien                                             5.98
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                             5.98
              20370201         First Lien                                             5.75
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.125
              20370201         First Lien                                            6.125
              20370201         First Lien                                             5.75
              20370201         First Lien                                             5.75
              20370101         First Lien                                              6.5
              20370201         First Lien                                              6.5
              20370201         First Lien                                            6.125
              20370201         First Lien                                             5.98
              20370201         First Lien                                            6.125
              20370101         First Lien                                            6.375
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                             5.98
              20470201         First Lien                                             6.25
              20351101         First Lien                                            6.375
              20460801         First Lien                                            7.125
              20370201         First Lien                                             6.25
              20370101         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.375
              20370201         First Lien                                             5.75
              20370201         First Lien                                             6.25
              20350201         First Lien                                            6.125
              20370201         First Lien                                             5.75
              20361101         First Lien                                             7.25
              20370201         First Lien                                             5.75
              20370201         First Lien                                            6.625
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.125
              20370101         First Lien                                             6.25
              20370201         First Lien                                            6.125
              20370201         First Lien                                            6.125
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.125
              20370201         First Lien                                              6.5
              20370101         First Lien                                            6.625
              20370201         First Lien                                                6
              20370201         First Lien                                              6.5
              20370201         First Lien                                             6.25
              20361201         First Lien                                             6.73
              20370101         First Lien                                            6.125
              20370101         First Lien                                             5.75
              20370201         First Lien                                              5.5
              20370201         First Lien                                             5.98
              20370201         First Lien                                            7.375
              20370101         First Lien                                            6.375
              20361101         First Lien                                            6.875
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.375
              20370101         First Lien                                             6.25
              20370201         First Lien                                            7.125
              20370201         First Lien                                             7.25
              20370201         First Lien                                             5.98
              20370201         First Lien                                            6.875
              20370201         First Lien                                            6.375
              20370201         First Lien                                            7.125
              20370201         First Lien                                                6
              20370101         First Lien                                             6.25
              20361001         First Lien                                              7.5
              20370201         First Lien                                             5.98
              20370101         First Lien                                            6.125
              20370201         First Lien                                            6.125
              20370201         First Lien                                             5.98
              20370201         First Lien                                            6.125
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.125
              20370201         First Lien                                             5.98
              20370201         First Lien                                             6.75
              20370101         First Lien                                             6.25
              20370201         First Lien                                            5.625
              20370201         First Lien                                              6.5
              20370101         First Lien                                            6.375
              20370201         First Lien                                             5.98
              20370101         First Lien                                            6.375
              20370201         First Lien                                            6.125
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.375
              20370201         First Lien                                                6
              20370101         First Lien                                             6.25
              20370101         First Lien                                            6.375
              20370201         First Lien                                              6.5
              20370201         First Lien                                             6.25
              20370201         First Lien                                              6.5
              20370201         First Lien                                            6.125
              20361001         First Lien                                            6.625
              20360201         First Lien                                            6.375
              20370201         First Lien                                            6.125
              20370101         First Lien                                            6.125
              20370201         First Lien                                             6.25
              20370101         First Lien                                            6.125
              20370201         First Lien                                            6.375
              20370201         First Lien                                            6.375
              20370201         First Lien                                             6.75
              20361101         First Lien                                             6.25
              20370101         First Lien                                             6.25
              20361001         First Lien                                            6.625
              20370101         First Lien                                             6.25
              20361001         First Lien                                             6.75
              20370201         First Lien                                            5.875
              20370101         First Lien                                            6.625
              20370201         First Lien                                            6.625
              20370201         First Lien                                            6.125
              20370201         First Lien                                                6
              20370101         First Lien                                             6.25
              20370201         First Lien                                            6.625
              20370201         First Lien                                                6
              20370201         First Lien                                            6.625
              20370201         First Lien                                             5.98
              20370201         First Lien                                                6
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.125
              20370201         First Lien                                            6.375
              20330201         First Lien                                                6
              20370201         First Lien                                            6.625
              20370201         First Lien                                            6.375
              20370201         First Lien                                                6
              20370201         First Lien                                            6.125
              20370201         First Lien                                             6.25
              20370201         First Lien                                             5.98
              20370101         First Lien                                             6.25
              20370101         First Lien                                            6.125
              20370101         First Lien                                            6.125
              20370101         First Lien                                             6.75
              20370101         First Lien                                            6.125
              20370101         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.355
              20370201         First Lien                                             6.25
              20370101         First Lien                                                6
              20370201         First Lien                                            6.625
              20370201         First Lien                                             6.25
              20370201         First Lien                                                7
              20370201         First Lien                                             6.25
              20370201         First Lien                                                6
              20370201         First Lien                                             5.98
              20370101         First Lien                                            6.125
              20370101         First Lien                                                6
              20470201         First Lien                                             6.25
              20370201         First Lien                                            6.125
              20370201         First Lien                                                6
              20370201         First Lien                                             5.98
              20370201         First Lien                                            6.875
              20370201         First Lien                                            6.375
              20370201         First Lien                                            6.125
              20370101         First Lien                                             5.98
              20370201         First Lien                                            5.625
              20370201         First Lien                                            6.125
              20370201         First Lien                                            6.125
              20370201         First Lien                                             6.25
              20370201         First Lien                                            5.875
              20370201         First Lien                                             6.25
              20370101         First Lien                                            6.375
              20370201         First Lien                                                6
              20370201         First Lien                                            6.375
              20370201         First Lien                                             6.25
              20370101         First Lien                                                6
              20370101         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                            5.875
              20370201         First Lien                                            6.125
              20360901         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                             5.75
              20370201         First Lien                                            5.875
              20370101         First Lien                                              7.5
              20370201         First Lien                                             5.98
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370201         First Lien                                             5.75
              20370201         First Lien                                             6.25
              20370201         First Lien                                             5.98
              20370201         First Lien                                             5.75
              20370201         First Lien                                                6
              20370201         First Lien                                             5.98
              20370201         First Lien                                             6.25
              20370201         First Lien                                                6
              20370201         First Lien                                             6.75
              20370101         First Lien                                             6.75
              20370201         First Lien                                            6.375
              20370201         First Lien                                            6.875
              20370201         First Lien                                             6.25
              20370201         First Lien                                            5.875
              20370201         First Lien                                             5.98
              20370101         First Lien                                            6.625
              20370101         First Lien                                            6.375
              20370101         First Lien                                             5.75
              20361201         First Lien                                            6.965
              20370201         First Lien                                            6.125
              20370201         First Lien                                             6.75
              20370101         First Lien                                            7.375
              20370201         First Lien                                            6.375
              20470201         First Lien                                            6.125
              20370201         First Lien                                             6.75
              20370201         First Lien                                            6.375
              20370201         First Lien                                                6
              20370201         First Lien                                              6.5
              20370201         First Lien                                             6.25
              20370201         First Lien                                                6
              20370201         First Lien                                             6.25
              20370201         First Lien                                            6.375
              20370201         First Lien                                             6.25
              20361201         First Lien                                                7
              20370201         First Lien                                             6.25
              20370101         First Lien                                            6.125
              20370201         First Lien                                             6.75
              20370201         First Lien                                             6.25
              20370201         First Lien                                             6.25
              20370101         First Lien                                             6.25
              20361201         First Lien                                             6.75
              20370201         First Lien                                            6.125
              20370101         First Lien                                            6.625
              20361201         First Lien                                              6.5
              20361201         First Lien                                            6.625
              20361201         First Lien                                              6.5
              20351101         First Lien                                            5.125
              20370101         First Lien                                              7.5
              20370101         First Lien                                             6.25
              20330101         First Lien                                            5.875
              20341201         First Lien                                            6.125
              20350701         First Lien                                            6.375
              20360801         First Lien                                            6.875
              20360801         First Lien                                            6.625
              20360801         First Lien                                            6.875
              20360701         First Lien                                             6.75
              20360801         First Lien                                            6.625
              20360801         First Lien                                              6.5
              20360801         First Lien                                            6.125
              20360801         First Lien                                            6.625
              20360901         First Lien                                                7
              20360801         First Lien                                             6.75
              20360901         First Lien                                             6.75
              20360901         First Lien                                            6.875
              20360901         First Lien                                             6.75
              20360901         First Lien                                                7
              20360901         First Lien                                            6.875
              20360901         First Lien                                            6.875
              20360901         First Lien                                             6.75
              20360601         First Lien                                            6.625
              20360801         First Lien                                            6.625
              20360901         First Lien                                            7.125
              20361201         First Lien                                              6.5
              20361201         First Lien                                             6.25
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20370101         First Lien                                              6.5
              20370101         First Lien                                            6.375
              20370101         First Lien                                            6.375
              20370101         First Lien                                            6.375
              20370101         First Lien                                            6.125
              20370101         First Lien                                             6.25
              20370101         First Lien                                            6.375
              20361201         First Lien                                              6.5
              20361101         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20361201         First Lien                                              6.5
              20361201         First Lien                                            6.375
              20361201         First Lien                                             6.25
              20370101         First Lien                                             6.25
              20370101         First Lien                                             6.25
              20370101         First Lien                                            6.375
              20360901         First Lien                                            6.625
              20360901         First Lien                                              6.5
              20360901         First Lien                                            6.375
              20360901         First Lien                                             6.75
              20361001         First Lien                                             6.75
              20361001         First Lien                                                7
              20361001         First Lien                                            6.375
              20361001         First Lien                                            6.125
              20361201         First Lien                                             6.75
              20361001         First Lien                                            6.625
              20361001         First Lien                                              6.5
              20361101         First Lien                                              6.5
              20361101         First Lien                                            6.875
              20361101         First Lien                                            6.375
              20361101         First Lien                                              6.5
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20361101         First Lien                                            6.625
              20361101         First Lien                                              6.5
              20361101         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20361101         First Lien                                            6.625
              20361201         First Lien                                             6.75
              20361101         First Lien                                                6
              20361101         First Lien                                            6.375
              20361201         First Lien                                            6.625
              20361201         First Lien                                              6.5
              20361101         First Lien                                            6.625
              20361201         First Lien                                             6.25
              20361201         First Lien                                            6.375
              20361101         First Lien                                            6.375
              20361101         First Lien                                              6.5
              20361201         First Lien                                             6.75
              20361201         First Lien                                            6.625
              20361201         First Lien                                             6.25
              20361201         First Lien                                              6.5
              20361101         First Lien                                            6.375
              20361201         First Lien                                              6.5
              20361201         First Lien                                             6.25
              20361201         First Lien                                             6.25
              20361201         First Lien                                            6.875
              20361201         First Lien                                            6.375
              20361201         First Lien                                            5.875
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20361201         First Lien                                             6.75
              20361201         First Lien                                            6.375
              20361201         First Lien                                             6.25
              20361201         First Lien                                            6.625
              20361201         First Lien                                             6.25
              20361201         First Lien                                            5.875
              20361201         First Lien                                             6.25
              20361201         First Lien                                            6.375
              20361201         First Lien                                             6.75
              20370101         First Lien                                             6.25
              20361201         First Lien                                             6.25
              20370101         First Lien                                             6.25
              20370101         First Lien                                              6.5
              20361201         First Lien                                            6.375
              20361201         First Lien                                             6.75
              20361201         First Lien                                              6.5
              20370101         First Lien                                             6.25
              20370101         First Lien                                            6.375
              20370101         First Lien                                             6.25
              20370101         First Lien                                            6.375
              20370101         First Lien                                             6.25
              20361201         First Lien                                              6.5
              20361001         First Lien                                              6.5
              20361101         First Lien                                              6.5
              20361101         First Lien                                              6.5
              20361201         First Lien                                            6.125
              20361201         First Lien                                            6.375
              20361201         First Lien                                              6.5
              20361201         First Lien                                            6.375
              20370101         First Lien                                            6.375
              20370101         First Lien                                             6.25
              20361101         First Lien                                             6.75
              20361201         First Lien                                            6.625
              20361201         First Lien                                             7.25
              20361201         First Lien                                            6.375
              20360901         First Lien                                             7.25
              20361001         First Lien                                            6.875
              20361201         First Lien                                            6.375
              20370101         First Lien                                                7
              20361201         First Lien                                              6.5
              20370101         First Lien                                            6.375
              20360601         First Lien                                            6.625
              20361001         First Lien                                            6.375
              20361101         First Lien                                            6.375
              20361201         First Lien                                             6.25
              20361201         First Lien                                            6.375
              20361101         First Lien                                             6.25
              20361201         First Lien                                            6.625
              20361201         First Lien                                             6.25
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20370101         First Lien                                            6.375
              20370101         First Lien                                                7
              20361201         First Lien                                            6.375
              20370101         First Lien                                            6.375
              20370101         First Lien                                              6.5
              20361201         First Lien                                            6.375
              20360901         First Lien                                            6.625
              20361001         First Lien                                              6.5
              20361201         First Lien                                            6.375
              20361201         First Lien                                             6.25
              20370101         First Lien                                             6.25
              20370101         First Lien                                             6.25
              20360901         First Lien                                             6.75
              20361201         First Lien                                            6.375
              20361101         First Lien                                            6.625
              20361101         First Lien                                            6.375
              20361101         First Lien                                             6.25
              20361101         First Lien                                            6.375
              20361101         First Lien                                            6.625
              20361201         First Lien                                            6.875
              20361201         First Lien                                            6.375
              20361201         First Lien                                                7
              20361201         First Lien                                            6.375
              20361201         First Lien                                                7
              20361201         First Lien                                                7
              20361201         First Lien                                            6.375
              20361201         First Lien                                              6.5
              20370101         First Lien                                            6.125
              20361201         First Lien                                            6.375
              20370101         First Lien                                            5.875
              20361201         First Lien                                              6.5
              20361201         First Lien                                            6.625
              20370101         First Lien                                            6.875
              20370101         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.125
              20361201         First Lien                                                7
              20370101         First Lien                                            6.375
              20370101         First Lien                                             6.25
              20370101         First Lien                                             6.25
              20370101         First Lien                                              6.5
              20370101         First Lien                                              6.5
              20370101         First Lien                                             6.25
              20361101         First Lien                                            6.625
              20361101         First Lien                                             6.25
              20361101         First Lien                                              6.5
              20361101         First Lien                                            6.125
              20361201         First Lien                                                6
              20361201         First Lien                                             5.75
              20361101         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.625
              20361201         First Lien                                                7
              20361201         First Lien                                                7
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.875
              20361201         First Lien                                            6.375
              20361201         First Lien                                              6.5
              20361201         First Lien                                            6.375
              20361201         First Lien                                              6.5
              20370101         First Lien                                             6.25
              20361001         First Lien                                              6.5
              20361101         First Lien                                            6.625
              20361101         First Lien                                            6.375
              20361001         First Lien                                             6.75
              20360901         First Lien                                            6.875
              20361001         First Lien                                             6.75
              20361101         First Lien                                            6.625
              20361101         First Lien                                             6.25
              20361101         First Lien                                            6.375
              20361101         First Lien                                              6.5
              20361101         First Lien                                              6.5
              20361101         First Lien                                             6.75
              20361101         First Lien                                             6.25
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.625
              20361201         First Lien                                            6.625
              20361201         First Lien                                            6.375
              20361201         First Lien                                              6.5
              20360901         First Lien                                            6.625
              20361001         First Lien                                            6.625
              20361001         First Lien                                            6.375
              20361101         First Lien                                             6.75
              20361101         First Lien                                                6
              20361201         First Lien                                             6.25
              20361201         First Lien                                              6.5
              20361201         First Lien                                            6.375
              20370101         First Lien                                            6.375
              20370101         First Lien                                            6.375
              20361101         First Lien                                                7
              20361201         First Lien                                              6.5
              20370101         First Lien                                             6.25
              20361201         First Lien                                             6.25
              20360901         First Lien                                             6.75
              20360901         First Lien                                              6.5
              20361201         First Lien                                            6.375
              20361001         First Lien                                              6.5
              20361101         First Lien                                            6.375
              20361101         First Lien                                            6.375
              20361101         First Lien                                            6.625
              20361101         First Lien                                            6.625
              20361201         First Lien                                              6.5
              20361201         First Lien                                            6.875
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.125
              20370101         First Lien                                            6.875
              20361201         First Lien                                             6.25
              20370101         First Lien                                             6.25
              20361001         First Lien                                              6.5
              20361201         First Lien                                             6.25
              20361201         First Lien                                            6.625
              20361201         First Lien                                            5.875
              20360501         First Lien                                              6.5
              20360801         First Lien                                            6.375
              20360801         First Lien                                            6.625
              20360901         First Lien                                            6.875
              20360901         First Lien                                            6.625
              20360901         First Lien                                             6.75
              20360901         First Lien                                             6.75
              20361101         First Lien                                             6.75
              20360901         First Lien                                            6.625
              20360901         First Lien                                            6.625
              20360901         First Lien                                              6.5
              20360901         First Lien                                              6.5
              20360901         First Lien                                            6.625
              20360901         First Lien                                            6.375
              20361001         First Lien                                              6.5
              20361001         First Lien                                              6.5
              20361101         First Lien                                            6.375
              20360901         First Lien                                             6.25
              20361201         First Lien                                            6.375
              20361001         First Lien                                              6.5
              20361201         First Lien                                            6.375
              20361101         First Lien                                            6.375
              20361101         First Lien                                            6.375
              20361001         First Lien                                              6.5
              20361101         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20370101         First Lien                                            6.375
              20370101         First Lien                                            6.375
              20361001         First Lien                                            6.625
              20361001         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20361101         First Lien                                              6.5
              20361101         First Lien                                            6.625
              20361201         First Lien                                            5.875
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.625
              20361201         First Lien                                            6.625
              20361201         First Lien                                             6.25
              20370101         First Lien                                             6.25
              20370101         First Lien                                                6
              20370101         First Lien                                            6.625
              20370101         First Lien                                            6.375
              20361101         First Lien                                              6.5
              20361101         First Lien                                             6.25
              20361101         First Lien                                            6.625
              20361201         First Lien                                              6.5
              20361201         First Lien                                            6.625
              20361201         First Lien                                                7
              20361201         First Lien                                            6.625
              20361201         First Lien                                              6.5
              20361201         First Lien                                              6.5
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20361201         First Lien                                              6.5
              20361201         First Lien                                             6.75
              20370101         First Lien                                            6.375
              20361201         First Lien                                             6.25
              20370101         First Lien                                             6.25
              20361201         First Lien                                            6.375
              20370101         First Lien                                            6.375
              20370101         First Lien                                             6.25
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20370101         First Lien                                              6.5
              20361001         First Lien                                            6.375
              20361101         First Lien                                            6.875
              20361201         First Lien                                             6.25
              20361101         First Lien                                            6.375
              20361201         First Lien                                            6.625
              20370101         First Lien                                            6.375
              20361201         First Lien                                            6.625
              20361001         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20361201         First Lien                                              6.5
              20370101         First Lien                                             6.25
              20361201         First Lien                                            6.375
              20361201         First Lien                                             6.25
              20361201         First Lien                                              6.5
              20361201         First Lien                                              6.5
              20361201         First Lien                                              6.5
              20370101         First Lien                                            6.375
              20361201         First Lien                                              6.5
              20370101         First Lien                                             6.25
              20370101         First Lien                                             5.75
              20361101         First Lien                                             6.75
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.125
              20361101         First Lien                                              6.5
              20361201         First Lien                                            6.625
              20361201         First Lien                                            6.625
              20370101         First Lien                                             6.25
              20370101         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20370101         First Lien                                             6.75
              20361001         First Lien                                              6.5
              20361001         First Lien                                            6.875
              20361101         First Lien                                              6.5
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20361201         First Lien                                              6.5
              20370101         First Lien                                             6.25
              20370101         First Lien                                             6.25
              20360901         First Lien                                             6.75
              20361201         First Lien                                             6.25
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20370101         First Lien                                             6.25
              20370101         First Lien                                            6.375
              20370101         First Lien                                            6.375
              20361101         First Lien                                             6.25
              20361201         First Lien                                             6.25
              20361201         First Lien                                            6.875
              20360901         First Lien                                                7
              20361001         First Lien                                            7.125
              20361101         First Lien                                            6.875
              20361101         First Lien                                            6.625
              20361201         First Lien                                             6.25
              20370101         First Lien                                             6.75
              20370101         First Lien                                             6.25
              20361101         First Lien                                            6.625
              20361201         First Lien                                              6.5
              20361201         First Lien                                            6.375
              20361101         First Lien                                             7.25
              20361201         First Lien                                              6.5
              20361201         First Lien                                            6.375
              20361201         First Lien                                              6.5
              20361201         First Lien                                              6.5
              20361201         First Lien                                              6.5
              20361201         First Lien                                            6.625
              20361201         First Lien                                            6.625
              20361201         First Lien                                            6.875
              20361201         First Lien                                                7
              20361201         First Lien                                            6.375
              20361201         First Lien                                                7
              20361201         First Lien                                             6.75
              20361201         First Lien                                              6.5
              20361201         First Lien                                            6.625
              20361201         First Lien                                            7.625
              20361201         First Lien                                             6.75
              20361201         First Lien                                              6.5
              20361101         First Lien                                            6.125
              20361201         First Lien                                             6.75
              20361201         First Lien                                            6.625
              20361201         First Lien                                              6.5
              20361101         First Lien                                            6.625
              20361201         First Lien                                            6.375
              20361101         First Lien                                            7.375
              20311201         First Lien                                            6.875
              20361201         First Lien                                              6.5
              20361201         First Lien                                              6.5
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.375
              20361201         First Lien                                            6.625
              20361201         First Lien                                              6.5
              20361201         First Lien                                            6.375
              20361101         First Lien                                            6.875
              20351001         First Lien                                             6.25
              20361201         First Lien                                              6.5
              20360801         First Lien                                             6.75


            MATURITY_DATE                    CURRENT_NET_COUPON          MI
            -------------                    ------------------          --
              20370101                                   5.745         No MI
              20361201                                   6.495         No MI
              20361201                                    6.37         No MI
              20361201                                   6.745         No MI
              20361101                                   6.245         No MI
              20361201                                    6.12         No MI
              20361101                                    6.12         Radian Guaranty
              20361101                                    6.12         No MI
              20370201                                    5.87         No MI
              20370201                                    7.62         No MI
              20370201                                   6.495         No MI
              20370101                                    6.62         No MI
              20370101                                   6.495         No MI
              20370101                                    6.62         No MI
              20370201                                    6.12         No MI
              20370201                                   7.245         Republic MIC
              20370201                                   6.495         No MI
              20370201                                   5.995         No MI
              20370201                                    6.37         No MI
              20370201                                    6.37         No MI
              20370201                                   7.495         No MI
              20370201                                    6.12         No MI
              20370201                                   6.995         No MI
              20370201                                   5.995         No MI
              20370201                                   6.245         No MI
              20370201                                   5.725         No MI
              20370201                                    5.87         No MI
              20370201                                   6.245         Republic MIC
              20370201                                   6.495         No MI
              20370201                                   6.245         No MI
              20370201                                    7.37         PMI
              20370201                                    6.12         No MI
              20370201                                   5.495         No MI
              20370201                                   5.745         No MI
              20370201                                    5.87         No MI
              20370201                                   7.245         No MI
              20370201                                   6.995         No MI
              20370201                                    5.62         No MI
              20370201                                   5.995         No MI
              20370201                                    6.12         Republic MIC
              20370201                                    6.62         No MI
              20370201                                   6.245         No MI
              20370101                                   6.495         No MI
              20370201                                    6.62         PMI
              20370201                                   5.745         No MI
              20270201                                   5.745         No MI
              20370201                                   5.745         No MI
              20370201                                   7.245         No MI
              20370201                                   6.245         No MI
              20370201                                   6.245         No MI
              20361001                                   7.245         Mortgage Guaranty In
              20370201                                   6.745         Republic MIC
              20370201                                   7.245         No MI
              20370201                                    6.12         No MI
              20370201                                    6.12         No MI
              20370201                                   7.245         No MI
              20370201                                   6.245         No MI
              20361201                                   6.995         Republic MIC
              20370201                                    6.12         No MI
              20370201                                   5.995         No MI
              20370101                                    5.62         No MI
              20370201                                   5.995         No MI
              20370201                                    6.12         No MI
              20370101                                    5.62         No MI
              20370201                                   5.995         No MI
              20370201                                   6.495         No MI
              20370201                                   6.245         No MI
              20370201                                   5.725         No MI
              20370101                                   5.995         No MI
              20370101                                    6.37         No MI
              20370101                                    6.37         No MI
              20370201                                   6.995         No MI
              20370201                                    6.37         No MI
              20370201                                   6.745         No MI
              20370201                                    6.12         No MI
              20370201                                   6.245         No MI
              20370201                                   6.245         No MI
              20370201                                    7.37         No MI
              20370201                                   6.995         No MI
              20370201                                   5.745         No MI
              20370201                                   5.995         No MI
              20370201                                   5.725         No MI
              20370201                                   6.495         Republic MIC
              20370201                                   5.995         No MI
              20370201                                   6.495         PMI
              20360601                                   7.245         Republic MIC
              20370101                                   6.995         No MI
              20370201                                    5.87         No MI
              20370201                                    5.62         No MI
              20370201                                   6.745         No MI
              20370201                                   6.495         No MI
              20370201                                    6.62         United Guaranty
              20370201                                    5.62         No MI
              20370201                                   6.745         No MI
              20370201                                    6.12         No MI
              20370101                                    5.87         No MI
              20370201                                   6.495         No MI
              20370201                                    7.62         No MI
              20370201                                   5.995         No MI
              20370201                                   7.245         No MI
              20370201                                   5.995         No MI
              20370201                                    7.87         PMI
              20370201                                   6.995         No MI
              20370201                                   5.725         No MI
              20270201                                    5.87         No MI
              20370201                                    6.37         No MI
              20370201                                   5.725         No MI
              20370101                                   5.995         No MI
              20370201                                   6.495         No MI
              20370201                                   6.495         United Guaranty
              20370201                                    6.62         No MI
              20370201                                   5.995         No MI
              20370201                                    6.62         PMI
              20370201                                   5.745         No MI
              20370201                                    5.87         No MI
              20370201                                   5.725         No MI
              20370201                                   5.995         No MI
              20370201                                   6.495         No MI
              20370201                                    6.12         No MI
              20370201                                   7.495         No MI
              20370201                                   5.995         No MI
              20370201                                   6.745         No MI
              20270201                                   6.495         Republic MIC
              20370201                                   6.245         United Guaranty
              20370201                                   5.995         No MI
              20370201                                    7.12         No MI
              20370201                                    6.37         No MI
              20370201                                    5.37         No MI
              20370201                                   5.995         No MI
              20370201                                    7.62         PMI
              20370201                                   5.995         No MI
              20370201                                    5.87         No MI
              20370201                                    5.87         No MI
              20370101                                    6.12         No MI
              20370201                                   6.745         GE Capital MI
              20370201                                   6.245         PMI
              20370201                                   6.495         No MI
              20370201                                   6.245         No MI
              20370201                                   5.725         No MI
              20370201                                    6.37         Republic MIC
              20370201                                   6.745         No MI
              20370201                                    6.12         No MI
              20370201                                   5.995         No MI
              20370201                                   6.245         No MI
              20370201                                   7.245         No MI
              20370101                                    7.37         No MI
              20370201                                    7.12         No MI
              20370201                                   7.245         Mortgage Guaranty In
              20370201                                   5.995         No MI
              20370201                                   6.995         No MI
              20370201                                   6.245         No MI
              20370201                                    5.87         No MI
              20370201                                   6.495         No MI
              20370201                                   6.495         No MI
              20370201                                    6.37         No MI
              20370201                                    6.12         No MI
              20370201                                    6.12         No MI
              20370201                                   6.995         No MI
              20370101                                   6.495         Republic MIC
              20370101                                    6.12         No MI
              20370201                                   5.995         No MI
              20370301                                   5.995         No MI
              20370201                                    6.62         No MI
              20370201                                    5.62         No MI
              20370201                                   5.995         No MI
              20370201                                    6.37         PMI
              20370201                                   6.745         No MI
              20370201                                    7.37         PMI
              20370201                                   5.745         No MI
              20370201                                   6.245         PMI
              20370201                                    5.62         No MI
              20370201                                    6.12         No MI
              20370201                                   6.995         PMI
              20370201                                   5.725         No MI
              20370201                                   5.995         No MI
              20370201                                   7.745         United Guaranty
              20370201                                    6.62         No MI
              20361201                                    7.62         Radian Guaranty
              20370201                                   5.995         No MI
              20370101                                    6.87         No MI
              20370101                                    7.37         No MI
              20370201                                   5.995         No MI
              20370101                                    6.62         Mortgage Guaranty In
              20370201                                    5.87         No MI
              20370201                                   5.995         No MI
              20370201                                   6.245         No MI
              20370201                                   7.245         United Guaranty
              20370201                                   6.745         No MI
              20370201                                   6.245         Radian Guaranty
              20370201                                   5.745         No MI
              20370201                                    5.87         No MI
              20370201                                    6.37         No MI
              20370201                                    6.12         No MI
              20370201                                   5.995         No MI
              20370201                                    6.87         GE Capital MI
              20370101                                    6.37         Mortgage Guaranty In
              20370201                                   6.745         Radian Guaranty
              20370201                                   6.245         No MI
              20370201                                    6.62         No MI
              20370201                                    6.62         No MI
              20370201                                   6.245         No MI
              20370201                                    6.62         No MI
              20370201                                    5.87         No MI
              20370201                                   5.995         No MI
              20370201                                    7.12         United Guaranty
              20370201                                   7.245         No MI
              20370201                                   7.495         Republic MIC
              20370201                                    6.37         No MI
              20370201                                    6.62         No MI
              20370201                                   5.725         No MI
              20370201                                   7.495         No MI
              20370201                                    6.12         No MI
              20270201                                    5.87         No MI
              20370201                                   5.995         No MI
              20370201                                   6.495         No MI
              20370201                                   6.495         No MI
              20370101                                   6.495         No MI
              20370201                                    6.37         No MI
              20370201                                   6.245         No MI
              20370201                                   5.995         No MI
              20370201                                   5.245         No MI
              20370201                                    6.37         No MI
              20370201                                   6.245         No MI
              20370201                                   5.995         No MI
              20370201                                    6.12         No MI
              20370201                                    6.12         No MI
              20370101                                    5.87         No MI
              20370101                                    6.12         No MI
              20370201                                   6.745         No MI
              20370201                                   5.995         No MI
              20370201                                   7.245         Republic MIC
              20370201                                   6.245         PMI
              20370101                                    6.37         No MI
              20370201                                    6.62         No MI
              20370201                                   5.995         No MI
              20370201                                   5.745         No MI
              20370201                                   6.245         No MI
              20370201                                    7.12         Mortgage Guaranty In
              20370201                                   7.245         No MI
              20370201                                   6.495         No MI
              20370201                                   6.745         PMI
              20370201                                   5.745         No MI
              20370201                                    7.62         PMI
              20370201                                    6.87         No MI
              20370201                                    7.12         No MI
              20370201                                    6.12         No MI
              20370101                                    5.87         No MI
              20370201                                   5.995         No MI
              20370201                                    6.12         No MI
              20370101                                    6.12         No MI
              20370201                                   5.995         No MI
              20370101                                    5.62         No MI
              20370201                                   6.245         No MI
              20370101                                    6.62         No MI
              20470101                                    5.62         No MI
              20370201                                   5.995         No MI
              20361001                                    6.12         No MI
              20370201                                    6.12         No MI
              20361001                                    6.62         No MI
              20370201                                   5.495         No MI
              20370201                                    5.37         No MI
              20370201                                   6.495         No MI
              20370101                                   5.995         No MI
              20370201                                   7.245         No MI
              20361001                                    6.12         No MI
              20370201                                    6.12         No MI
              20370201                                   6.245         No MI
              20370101                                   5.495         No MI
              20370201                                   5.995         No MI
              20370101                                    5.62         No MI
              20370101                                   6.745         No MI
              20370101                                   6.245         No MI
              20370101                                   6.245         No MI
              20370101                                    6.12         No MI
              20370201                                    6.12         No MI
              20370201                                   5.745         No MI
              20370101                                   5.995         No MI
              20370201                                    6.37         No MI
              20370201                                   5.995         No MI
              20370201                                    7.12         No MI
              20370201                                    5.87         No MI
              20370101                                    5.87         No MI
              20370101                                   5.995         No MI
              20370201                                    5.62         No MI
              20370201                                    5.87         No MI
              20370201                                    6.12         No MI
              20470201                                    6.37         No MI
              20370201                                   5.995         No MI
              20370101                                    6.12         No MI
              20370101                                    6.62         No MI
              20370201                                    5.62         No MI
              20370201                                   5.745         No MI
              20370201                                    6.12         No MI
              20370201                                   5.995         No MI
              20370201                                    5.62         No MI
              20360701                                   6.495         PMI
              20370101                                   5.995         No MI
              20370101                                   5.995         No MI
              20370101                                   5.745         No MI
              20370101                                    5.37         No MI
              20370201                                   6.495         United Guaranty
              20370201                                    6.62         No MI
              20370201                                    6.62         No MI
              20370201                                   5.995         No MI
              20370201                                   6.495         No MI
              20370201                                   6.495         No MI
              20370201                                   6.495         United Guaranty
              20370201                                    5.87         No MI
              20370201                                   6.495         No MI
              20370101                                    6.12         No MI
              20370201                                    5.62         No MI
              20370201                                    6.37         No MI
              20370101                                    7.62         No MI
              20370101                                    7.12         No MI
              20370201                                   5.745         No MI
              20370201                                    6.37         No MI
              20370101                                   6.495         No MI
              20370201                                   5.995         No MI
              20370201                                   6.495         No MI
              20370201                                   5.995         No MI
              20370201                                   6.245         No MI
              20370101                                   7.245         PMI
              20370101                                   5.745         No MI
              20361201                                    6.87         Republic MIC
              20370101                                   6.995         No MI
              20370201                                    6.37         No MI
              20370201                                   6.245         No MI
              20370201                                   7.745         Radian Guaranty
              20370201                                   6.495         No MI
              20370101                                   5.995         No MI
              20370201                                   6.245         No MI
              20370101                                    6.87         No MI
              20370201                                   7.245         No MI
              20370101                                    6.87         United Guaranty
              20370201                                   5.995         No MI
              20370201                                   6.495         No MI
              20370201                                    6.37         No MI
              20370201                                    6.62         No MI
              20370201                                    6.37         No MI
              20370201                                   5.495         No MI
              20370101                                   6.245         PMI
              20370201                                    7.12         No MI
              20370201                                   7.245         No MI
              20370101                                    6.12         No MI
              20370201                                   5.995         No MI
              20370201                                   7.495         No MI
              20370201                                    6.12         No MI
              20370101                                   5.995         No MI
              20370101                                    6.12         No MI
              20370201                                   5.995         No MI
              20370201                                   5.995         No MI
              20370201                                    6.62         No MI
              20370101                                   7.245         United Guaranty
              20370201                                    6.37         No MI
              20370201                                    5.62         No MI
              20370201                                    6.87         No MI
              20370201                                   6.495         No MI
              20370201                                    6.62         No MI
              20370201                                    5.87         No MI
              20370201                                   6.495         No MI
              20370201                                   6.495         No MI
              20370201                                    6.37         No MI
              20370201                                    6.12         No MI
              20270201                                    7.37         No MI
              20370101                                   5.995         No MI
              20370101                                    5.87         No MI
              20370201                                   6.245         No MI
              20370201                                   7.995         No MI
              20370201                                    5.87         No MI
              20370201                                   6.745         No MI
              20370201                                   6.495         No MI
              20370201                                    6.62         PMI
              20370201                                    6.37         No MI
              20370201                                   6.495         No MI
              20370201                                   6.995         No MI
              20370201                                    6.62         No MI
              20370201                                   5.995         Republic MIC
              20370201                                    7.12         Republic MIC
              20370201                                   6.995         No MI
              20370201                                   5.725         No MI
              20370201                                    5.87         No MI
              20370201                                    5.87         No MI
              20470201                                    6.12         No MI
              20370201                                    5.12         No MI
              20370201                                    5.87         No MI
              20370201                                   5.495         No MI
              20370201                                   5.995         No MI
              20370201                                    6.37         No MI
              20370201                                    6.37         No MI
              20370201                                    6.37         No MI
              20370101                                    7.12         Radian Guaranty
              20370201                                    6.12         No MI
              20370201                                    5.62         No MI
              20370201                                    6.62         No MI
              20370201                                   7.245         No MI
              20370201                                   6.495         No MI
              20370201                                    7.87         No MI
              20370201                                    6.87         No MI
              20370201                                   6.245         No MI
              20370201                                    6.87         No MI
              20370201                                   6.745         No MI
              20370101                                   6.495         No MI
              20370201                                    5.87         No MI
              20370201                                   6.245         No MI
              20370101                                   5.745         No MI
              20370201                                    6.37         No MI
              20370301                                   7.745         Republic MIC
              20370101                                    6.12         No MI
              20370201                                   6.495         No MI
              20370201                                    6.12         No MI
              20370201                                   6.495         PMI
              20370201                                   6.245         No MI
              20370201                                   6.995         No MI
              20370201                                    6.12         No MI
              20370201                                    6.12         No MI
              20370201                                    6.37         No MI
              20370201                                   5.995         No MI
              20370201                                    6.37         No MI
              20370201                                    7.12         No MI
              20370201                                   6.245         No MI
              20370201                                    6.12         No MI
              20370201                                   6.995         No MI
              20370201                                    7.37         Republic MIC
              20370201                                    6.37         No MI
              20370201                                   6.495         No MI
              20370201                                   5.995         No MI
              20370201                                   5.995         No MI
              20370101                                   6.745         No MI
              20370201                                    5.62         No MI
              20370201                                   6.245         No MI
              20370201                                   6.495         United Guaranty
              20370201                                   6.495         No MI
              20370201                                    5.87         No MI
              20370201                                    6.12         Republic MIC
              20370201                                    6.12         No MI
              20370201                                   5.745         No MI
              20370201                                   7.745         No MI
              20370201                                   5.995         No MI
              20370201                                    6.87         Mortgage Guaranty In
              20370201                                    5.87         No MI
              20370201                                    6.62         No MI
              20370201                                   7.245         United Guaranty
              20370101                                    7.12         No MI
              20370201                                    6.12         No MI
              20370201                                   7.495         PMI
              20370201                                    5.87         No MI
              20370201                                   6.495         Republic MIC
              20370201                                   6.245         No MI
              20370201                                   7.745         PMI
              20370201                                   6.245         No MI
              20370201                                    6.12         No MI
              20370201                                   5.995         No MI
              20370101                                   6.245         No MI
              20361201                                    5.87         No MI
              20370201                                    5.87         No MI
              20370201                                    6.12         No MI
              20370101                                   6.995         No MI
              20370101                                   5.995         No MI
              20370101                                    6.12         No MI
              20370101                                    6.62         No MI
              20370201                                   6.245         No MI
              20370201                                    6.37         No MI
              20370201                                   6.495         Republic MIC
              20370201                                   7.245         Mortgage Guaranty In
              20370201                                   6.245         No MI
              20370101                                   6.495         No MI
              20370201                                   6.245         No MI
              20370201                                   7.245         United Guaranty
              20370201                                    5.37         No MI
              20370201                                   5.995         No MI
              20370201                                   6.245         No MI
              20370101                                   6.995         No MI
              20370201                                   6.995         Mortgage Guaranty In
              20370201                                   5.995         No MI
              20370201                                   6.245         No MI
              20370101                                    6.62         Republic MIC
              20370101                                    6.12         No MI
              20370101                                    6.12         No MI
              20370201                                    7.12         Republic MIC
              20370201                                   5.725         No MI
              20370201                                    6.37         No MI
              20370201                                    6.12         No MI
              20370201                                   6.245         No MI
              20370201                                   6.245         No MI
              20370201                                   6.745         United Guaranty
              20370201                                   6.245         Republic MIC
              20370101                                   5.995         No MI
              20370201                                    6.62         No MI
              20370201                                   5.745         No MI
              20370201                                   6.245         No MI
              20370201                                    6.62         No MI
              20370201                                   5.995         No MI
              20370201                                   6.995         No MI
              20370101                                    5.62         No MI
              20370201                                   6.745         No MI
              20370101                                   6.995         No MI
              20370201                                    6.62         No MI
              20370201                                   7.245         PMI
              20370201                                    5.87         No MI
              20370101                                    5.87         No MI
              20370201                                   5.995         No MI
              20370201                                    5.62         No MI
              20370201                                    5.87         No MI
              20370201                                   5.995         No MI
              20370201                                   5.725         No MI
              20370201                                    5.87         No MI
              20370201                                    6.12         No MI
              20270201                                    6.12         No MI
              20370201                                   5.245         No MI
              20370201                                    6.12         No MI
              20370201                                   5.995         No MI
              20370201                                   6.245         No MI
              20370201                                   5.725         No MI
              20370201                                    5.12         No MI
              20370201                                    6.62         No MI
              20370201                                    5.87         No MI
              20370201                                    5.87         No MI
              20370201                                   5.995         No MI
              20370201                                   5.495         No MI
              20370101                                    6.12         No MI
              20370201                                   5.725         No MI
              20370201                                   6.245         No MI
              20370201                                    6.12         No MI
              20370201                                    5.87         No MI
              20370101                                   5.995         No MI
              20370201                                   5.995         No MI
              20370201                                    5.62         No MI
              20370201                                   5.995         No MI
              20370201                                   5.995         No MI
              20370101                                    5.87         No MI
              20370101                                   5.995         No MI
              20370201                                   5.995         No MI
              20370201                                    6.12         No MI
              20370201                                   5.995         No MI
              20370201                                   6.245         No MI
              20370201                                   6.495         No MI
              20370201                                    5.87         No MI
              20370201                                    5.87         No MI
              20370201                                   6.245         No MI
              20370201                                   5.725         No MI
              20370201                                   6.495         No MI
              20370101                                   5.995         No MI
              20370101                                    5.87         No MI
              20370201                                    6.12         No MI
              20370201                                    5.62         No MI
              20370201                                   5.725         No MI
              20370101                                   5.995         No MI
              20370201                                   6.495         No MI
              20370201                                   6.245         No MI
              20370201                                   5.745         No MI
              20370201                                    5.62         No MI
              20370101                                   5.745         No MI
              20370201                                    5.87         No MI
              20370201                                    5.87         No MI
              20370201                                   5.995         No MI
              20370101                                    5.87         No MI
              20370201                                   5.725         No MI
              20370101                                   6.495         No MI
              20370201                                    6.37         No MI
              20370201                                   5.995         No MI
              20370201                                   5.995         No MI
              20370201                                   6.245         No MI
              20370201                                    6.37         No MI
              20370201                                    5.87         No MI
              20370201                                   5.725         No MI
              20370101                                   5.725         No MI
              20370201                                   6.495         No MI
              20370201                                    5.87         No MI
              20370201                                   5.725         No MI
              20370201                                   5.725         No MI
              20370101                                   5.995         No MI
              20370201                                    5.87         No MI
              20270201                                   5.745         No MI
              20370201                                    5.62         No MI
              20370201                                   6.495         No MI
              20370201                                   6.245         No MI
              20370201                                    6.62         No MI
              20370201                                   5.725         No MI
              20370201                                   6.245         No MI
              20370201                                   5.995         No MI
              20470201                                    6.12         No MI
              20370101                                    6.12         No MI
              20370201                                   5.995         No MI
              20370201                                   5.725         No MI
              20370201                                    6.37         No MI
              20370201                                   5.725         No MI
              20360701                                   5.725         No MI
              20370201                                   5.995         No MI
              20370201                                   5.995         No MI
              20370201                                   7.245         No MI
              20370201                                   6.995         United Guaranty
              20370201                                    6.37         No MI
              20370201                                   6.495         No MI
              20370201                                    6.12         No MI
              20370201                                    6.12         No MI
              20370201                                   6.245         No MI
              20370201                                    5.37         No MI
              20370101                                    5.62         No MI
              20370201                                   5.495         No MI
              20370201                                   6.245         PMI
              20370201                                   5.995         No MI
              20370101                                   5.745         No MI
              20370101                                    6.12         No MI
              20370201                                    6.12         No MI
              20370201                                   5.995         No MI
              20370201                                   5.725         No MI
              20370101                                    5.87         No MI
              20270201                                   5.725         No MI
              20370201                                   5.725         No MI
              20370201                                    6.12         No MI
              20370201                                    6.12         No MI
              20370101                                    5.87         No MI
              20370101                                   5.725         No MI
              20370201                                   5.725         No MI
              20370201                                    6.12         No MI
              20370201                                    6.37         No MI
              20370201                                   5.725         No MI
              20370101                                    5.87         No MI
              20370201                                    6.37         No MI
              20361201                                   6.495         No MI
              20370201                                   5.995         No MI
              20370201                                   5.995         No MI
              20370201                                    6.12         No MI
              20370101                                    6.12         No MI
              20370201                                    5.62         No MI
              20370201                                   5.725         No MI
              20370201                                    5.62         No MI
              20370101                                   7.495         No MI
              20370201                                    5.87         No MI
              20370101                                   6.495         No MI
              20370101                                   5.615         No MI
              20370201                                    5.62         No MI
              20370201                                   5.725         PMI
              20370201                                   5.995         No MI
              20370201                                   5.995         No MI
              20370201                                   5.995         No MI
              20370201                                   5.995         No MI
              20370201                                   5.725         No MI
              20370201                                   5.495         No MI
              20370201                                   5.995         No MI
              20370201                                    5.87         No MI
              20370201                                    5.87         No MI
              20370201                                   5.495         No MI
              20370201                                   5.495         No MI
              20370101                                   6.245         No MI
              20370201                                   6.245         No MI
              20370201                                    5.87         No MI
              20370201                                   5.725         No MI
              20370201                                    5.87         No MI
              20370101                                    6.12         No MI
              20370201                                   5.995         No MI
              20370201                                   5.995         No MI
              20370201                                   5.725         No MI
              20470201                                   5.995         No MI
              20351101                                   5.495         No MI
              20460801                                    6.87         GE Capital MI
              20370201                                   5.995         No MI
              20370101                                   5.995         No MI
              20370201                                   5.995         No MI
              20370201                                   6.495         No MI
              20370201                                    6.12         No MI
              20370201                                   5.495         No MI
              20370201                                   5.995         No MI
              20350201                                    5.87         No MI
              20370201                                   5.495         No MI
              20361101                                   6.995         No MI
              20370201                                   5.495         No MI
              20370201                                    6.37         No MI
              20370201                                   5.995         No MI
              20370201                                    5.87         No MI
              20370101                                   5.995         No MI
              20370201                                    5.87         No MI
              20370201                                    5.87         No MI
              20370201                                   5.995         No MI
              20370201                                    5.87         No MI
              20370201                                   6.245         No MI
              20370101                                    6.37         No MI
              20370201                                   5.745         No MI
              20370201                                   6.245         No MI
              20370201                                   5.995         No MI
              20361201                                   6.255         No MI
              20370101                                    5.87         No MI
              20370101                                   5.495         No MI
              20370201                                   5.245         No MI
              20370201                                   5.725         No MI
              20370201                                    7.12         No MI
              20370101                                    6.12         No MI
              20361101                                    6.62         No MI
              20370201                                   5.995         No MI
              20370201                                    6.12         No MI
              20370101                                   5.995         No MI
              20370201                                    6.87         No MI
              20370201                                   6.995         PMI
              20370201                                   5.725         No MI
              20370201                                    6.62         No MI
              20370201                                    6.12         No MI
              20370201                                    6.87         No MI
              20370201                                   5.745         No MI
              20370101                                   5.995         PMI
              20361001                                   7.245         No MI
              20370201                                   5.725         No MI
              20370101                                    5.87         No MI
              20370201                                    5.87         No MI
              20370201                                   5.725         No MI
              20370201                                    5.87         No MI
              20370201                                   5.995         No MI
              20370201                                    5.87         No MI
              20370201                                   5.725         No MI
              20370201                                   6.495         No MI
              20370101                                   5.995         No MI
              20370201                                    5.37         No MI
              20370201                                   6.245         No MI
              20370101                                    6.12         No MI
              20370201                                   5.725         No MI
              20370101                                    6.12         No MI
              20370201                                    5.87         No MI
              20370201                                   5.995         No MI
              20370201                                   5.995         No MI
              20370201                                    6.12         No MI
              20370201                                   5.745         No MI
              20370101                                   5.995         No MI
              20370101                                    6.12         No MI
              20370201                                   6.245         No MI
              20370201                                   5.995         No MI
              20370201                                   6.245         No MI
              20370201                                    5.87         No MI
              20361001                                    6.37         No MI
              20360201                                    6.12         No MI
              20370201                                    5.87         No MI
              20370101                                    5.87         No MI
              20370201                                   5.995         No MI
              20370101                                    5.87         No MI
              20370201                                    6.12         No MI
              20370201                                    6.12         No MI
              20370201                                   6.495         No MI
              20361101                                   5.995         No MI
              20370101                                   5.995         No MI
              20361001                                    6.37         No MI
              20370101                                   5.995         No MI
              20361001                                   6.495         No MI
              20370201                                    5.62         No MI
              20370101                                    6.37         No MI
              20370201                                    6.37         No MI
              20370201                                    5.87         No MI
              20370201                                   5.745         No MI
              20370101                                   5.995         No MI
              20370201                                    6.37         No MI
              20370201                                   5.745         No MI
              20370201                                    6.37         No MI
              20370201                                   5.725         No MI
              20370201                                   5.745         No MI
              20370201                                   6.495         No MI
              20370201                                    5.87         No MI
              20370201                                    6.12         No MI
              20330201                                   5.745         No MI
              20370201                                    6.37         No MI
              20370201                                    6.12         No MI
              20370201                                   5.745         No MI
              20370201                                    5.87         No MI
              20370201                                   5.995         No MI
              20370201                                   5.725         No MI
              20370101                                   5.995         No MI
              20370101                                    5.87         No MI
              20370101                                    5.87         No MI
              20370101                                   6.495         No MI
              20370101                                    5.87         PMI
              20370101                                   5.995         No MI
              20370201                                   5.995         No MI
              20370201                                    5.88         No MI
              20370201                                   5.995         No MI
              20370101                                   5.745         No MI
              20370201                                    6.37         No MI
              20370201                                   5.995         No MI
              20370201                                   6.745         No MI
              20370201                                   5.995         No MI
              20370201                                   5.745         No MI
              20370201                                   5.725         No MI
              20370101                                    5.87         No MI
              20370101                                   5.745         No MI
              20470201                                   5.995         No MI
              20370201                                    5.87         No MI
              20370201                                   5.745         No MI
              20370201                                   5.725         No MI
              20370201                                    6.62         No MI
              20370201                                    6.12         No MI
              20370201                                    5.87         No MI
              20370101                                   5.725         No MI
              20370201                                    5.37         No MI
              20370201                                    5.87         No MI
              20370201                                    5.87         No MI
              20370201                                   5.995         No MI
              20370201                                    5.62         No MI
              20370201                                   5.995         No MI
              20370101                                    6.12         No MI
              20370201                                   5.745         No MI
              20370201                                    6.12         No MI
              20370201                                   5.995         No MI
              20370101                                   5.745         No MI
              20370101                                   5.995         No MI
              20370201                                   5.995         No MI
              20370201                                    5.62         No MI
              20370201                                    5.87         No MI
              20360901                                   5.995         No MI
              20370201                                   5.995         No MI
              20370201                                   5.495         No MI
              20370201                                    5.62         No MI
              20370101                                   7.245         No MI
              20370201                                   5.725         No MI
              20370201                                   5.995         No MI
              20370201                                   5.995         No MI
              20370201                                   5.495         No MI
              20370201                                   5.995         No MI
              20370201                                   5.725         No MI
              20370201                                   5.495         No MI
              20370201                                   5.745         No MI
              20370201                                   5.725         No MI
              20370201                                   5.995         No MI
              20370201                                   5.745         No MI
              20370201                                   6.495         No MI
              20370101                                   6.495         No MI
              20370201                                    6.12         No MI
              20370201                                    6.62         No MI
              20370201                                   5.995         No MI
              20370201                                    5.62         No MI
              20370201                                   5.725         No MI
              20370101                                    6.37         No MI
              20370101                                    6.12         No MI
              20370101                                   5.495         No MI
              20361201                                    6.22         No MI
              20370201                                    5.87         No MI
              20370201                                   6.495         No MI
              20370101                                    7.12         No MI
              20370201                                    6.12         No MI
              20470201                                    5.87         No MI
              20370201                                   6.495         No MI
              20370201                                    6.12         No MI
              20370201                                   5.745         No MI
              20370201                                   6.245         No MI
              20370201                                   5.995         No MI
              20370201                                   5.745         No MI
              20370201                                   5.995         No MI
              20370201                                    6.12         No MI
              20370201                                   5.995         No MI
              20361201                                   6.745         No MI
              20370201                                   5.995         No MI
              20370101                                    5.87         No MI
              20370201                                   6.495         No MI
              20370201                                   5.995         No MI
              20370201                                   5.995         No MI
              20370101                                   5.995         No MI
              20361201                                   6.495         No MI
              20370201                                    5.87         No MI
              20370101                                    6.37         No MI
              20361201                                   6.245         No MI
              20361201                                    6.37         No MI
              20361201                                   6.245         PMI
              20351101                                    4.87         No MI
              20370101                                   7.245         No MI
              20370101                                   5.995         No MI
              20330101                                    5.62         No MI
              20341201                                    5.87         No MI
              20350701                                    6.12         No MI
              20360801                                    6.62         No MI
              20360801                                    6.37         No MI
              20360801                                    6.62         No MI
              20360701                                   6.495         No MI
              20360801                                    6.37         No MI
              20360801                                   6.245         No MI
              20360801                                    5.87         No MI
              20360801                                    6.37         No MI
              20360901                                   6.745         No MI
              20360801                                   6.495         No MI
              20360901                                   6.495         No MI
              20360901                                    6.62         No MI
              20360901                                   6.495         No MI
              20360901                                   6.745         No MI
              20360901                                    6.62         No MI
              20360901                                    6.62         No MI
              20360901                                   6.495         No MI
              20360601                                    6.37         No MI
              20360801                                    6.37         No MI
              20360901                                    6.87         No MI
              20361201                                   6.245         No MI
              20361201                                   5.995         No MI
              20361201                                    6.12         No MI
              20361201                                    6.12         No MI
              20370101                                   6.245         No MI
              20370101                                    6.12         No MI
              20370101                                    6.12         No MI
              20370101                                    6.12         No MI
              20370101                                    5.87         No MI
              20370101                                   5.995         No MI
              20370101                                    6.12         No MI
              20361201                                   6.245         No MI
              20361101                                    6.12         No MI
              20361201                                    6.12         No MI
              20361201                                   6.245         No MI
              20361201                                    6.12         No MI
              20361201                                   5.995         No MI
              20370101                                   5.995         No MI
              20370101                                   5.995         No MI
              20370101                                    6.12         Mortgage Guaranty In
              20360901                                    6.37         No MI
              20360901                                   6.245         No MI
              20360901                                    6.12         No MI
              20360901                                   6.495         No MI
              20361001                                   6.495         No MI
              20361001                                   6.745         Radian Guaranty
              20361001                                    6.12         No MI
              20361001                                    5.87         GE Capital MI
              20361201                                   6.495         No MI
              20361001                                    6.37         No MI
              20361001                                   6.245         No MI
              20361101                                   6.245         No MI
              20361101                                    6.62         No MI
              20361101                                    6.12         No MI
              20361101                                   6.245         No MI
              20361201                                    6.12         GE Capital MI
              20361201                                    6.12         No MI
              20361101                                    6.37         No MI
              20361101                                   6.245         No MI
              20361101                                    6.12         No MI
              20361201                                    6.12         No MI
              20361201                                    6.12         No MI
              20361101                                    6.37         No MI
              20361201                                   6.495         No MI
              20361101                                   5.745         No MI
              20361101                                    6.12         No MI
              20361201                                    6.37         No MI
              20361201                                   6.245         No MI
              20361101                                    6.37         No MI
              20361201                                   5.995         No MI
              20361201                                    6.12         No MI
              20361101                                    6.12         No MI
              20361101                                   6.245         No MI
              20361201                                   6.495         No MI
              20361201                                    6.37         No MI
              20361201                                   5.995         No MI
              20361201                                   6.245         No MI
              20361101                                    6.12         No MI
              20361201                                   6.245         No MI
              20361201                                   5.995         No MI
              20361201                                   5.995         No MI
              20361201                                    6.62         No MI
              20361201                                    6.12         No MI
              20361201                                    5.62         No MI
              20361201                                    6.12         No MI
              20361201                                    6.12         No MI
              20361201                                   6.495         No MI
              20361201                                    6.12         No MI
              20361201                                   5.995         No MI
              20361201                                    6.37         No MI
              20361201                                   5.995         No MI
              20361201                                    5.62         No MI
              20361201                                   5.995         No MI
              20361201                                    6.12         No MI
              20361201                                   6.495         No MI
              20370101                                   5.995         No MI
              20361201                                   5.995         No MI
              20370101                                   5.995         No MI
              20370101                                   6.245         No MI
              20361201                                    6.12         No MI
              20361201                                   6.495         No MI
              20361201                                   6.245         No MI
              20370101                                   5.995         No MI
              20370101                                    6.12         No MI
              20370101                                   5.995         No MI
              20370101                                    6.12         No MI
              20370101                                   5.995         No MI
              20361201                                   6.245         No MI
              20361001                                   6.245         No MI
              20361101                                   6.245         No MI
              20361101                                   6.245         No MI
              20361201                                    5.87         No MI
              20361201                                    6.12         No MI
              20361201                                   6.245         No MI
              20361201                                    6.12         No MI
              20370101                                    6.12         No MI
              20370101                                   5.995         No MI
              20361101                                   6.495         GE Capital MI
              20361201                                    6.37         No MI
              20361201                                   6.995         No MI
              20361201                                    6.12         No MI
              20360901                                   6.995         No MI
              20361001                                    6.62         No MI
              20361201                                    6.12         No MI
              20370101                                   6.745         No MI
              20361201                                   6.245         No MI
              20370101                                    6.12         No MI
              20360601                                    6.37         No MI
              20361001                                    6.12         No MI
              20361101                                    6.12         No MI
              20361201                                   5.995         No MI
              20361201                                    6.12         No MI
              20361101                                   5.995         No MI
              20361201                                    6.37         No MI
              20361201                                   5.995         No MI
              20361201                                    6.12         No MI
              20361201                                    6.12         No MI
              20370101                                    6.12         No MI
              20370101                                   6.745         No MI
              20361201                                    6.12         No MI
              20370101                                    6.12         No MI
              20370101                                   6.245         No MI
              20361201                                    6.12         No MI
              20360901                                    6.37         No MI
              20361001                                   6.245         No MI
              20361201                                    6.12         No MI
              20361201                                   5.995         No MI
              20370101                                   5.995         No MI
              20370101                                   5.995         No MI
              20360901                                   6.495         No MI
              20361201                                    6.12         No MI
              20361101                                    6.37         No MI
              20361101                                    6.12         No MI
              20361101                                   5.995         No MI
              20361101                                    6.12         No MI
              20361101                                    6.37         No MI
              20361201                                    6.62         No MI
              20361201                                    6.12         No MI
              20361201                                   6.745         No MI
              20361201                                    6.12         No MI
              20361201                                   6.745         No MI
              20361201                                   6.745         No MI
              20361201                                    6.12         No MI
              20361201                                   6.245         No MI
              20370101                                    5.87         GE Capital MI
              20361201                                    6.12         No MI
              20370101                                    5.62         No MI
              20361201                                   6.245         No MI
              20361201                                    6.37         No MI
              20370101                                    6.62         No MI
              20370101                                    6.12         No MI
              20361201                                    6.12         No MI
              20361201                                    5.87         No MI
              20361201                                   6.745         No MI
              20370101                                    6.12         No MI
              20370101                                   5.995         No MI
              20370101                                   5.995         No MI
              20370101                                   6.245         No MI
              20370101                                   6.245         No MI
              20370101                                   5.995         No MI
              20361101                                    6.37         No MI
              20361101                                   5.995         No MI
              20361101                                   6.245         No MI
              20361101                                    5.87         No MI
              20361201                                   5.745         No MI
              20361201                                   5.495         No MI
              20361101                                    6.12         No MI
              20361201                                    6.12         No MI
              20361201                                    6.37         No MI
              20361201                                   6.745         No MI
              20361201                                   6.745         No MI
              20361201                                    6.12         No MI
              20361201                                    6.62         No MI
              20361201                                    6.12         No MI
              20361201                                   6.245         No MI
              20361201                                    6.12         No MI
              20361201                                   6.245         No MI
              20370101                                   5.995         No MI
              20361001                                   6.245         No MI
              20361101                                    6.37         No MI
              20361101                                    6.12         No MI
              20361001                                   6.495         No MI
              20360901                                    6.62         No MI
              20361001                                   6.495         No MI
              20361101                                    6.37         No MI
              20361101                                   5.995         No MI
              20361101                                    6.12         No MI
              20361101                                   6.245         No MI
              20361101                                   6.245         No MI
              20361101                                   6.495         No MI
              20361101                                   5.995         No MI
              20361201                                    6.12         No MI
              20361201                                    6.37         No MI
              20361201                                    6.37         No MI
              20361201                                    6.12         No MI
              20361201                                   6.245         No MI
              20360901                                    6.37         No MI
              20361001                                    6.37         No MI
              20361001                                    6.12         No MI
              20361101                                   6.495         No MI
              20361101                                   5.745         No MI
              20361201                                   5.995         No MI
              20361201                                   6.245         No MI
              20361201                                    6.12         No MI
              20370101                                    6.12         No MI
              20370101                                    6.12         No MI
              20361101                                   6.745         Radian Guaranty
              20361201                                   6.245         Radian Guaranty
              20370101                                   5.995         No MI
              20361201                                   5.995         No MI
              20360901                                   6.495         No MI
              20360901                                   6.245         No MI
              20361201                                    6.12         No MI
              20361001                                   6.245         No MI
              20361101                                    6.12         No MI
              20361101                                    6.12         No MI
              20361101                                    6.37         No MI
              20361101                                    6.37         No MI
              20361201                                   6.245         No MI
              20361201                                    6.62         No MI
              20361201                                    6.12         No MI
              20361201                                    6.12         No MI
              20361201                                    6.12         No MI
              20361201                                    5.87         No MI
              20370101                                    6.62         No MI
              20361201                                   5.995         No MI
              20370101                                   5.995         No MI
              20361001                                   6.245         No MI
              20361201                                   5.995         No MI
              20361201                                    6.37         Radian Guaranty
              20361201                                    5.62         No MI
              20360501                                   6.245         No MI
              20360801                                    6.12         No MI
              20360801                                    6.37         No MI
              20360901                                    6.62         No MI
              20360901                                    6.37         No MI
              20360901                                   6.495         No MI
              20360901                                   6.495         No MI
              20361101                                   6.495         No MI
              20360901                                    6.37         No MI
              20360901                                    6.37         No MI
              20360901                                   6.245         No MI
              20360901                                   6.245         No MI
              20360901                                    6.37         No MI
              20360901                                    6.12         No MI
              20361001                                   6.245         No MI
              20361001                                   6.245         No MI
              20361101                                    6.12         No MI
              20360901                                   5.995         No MI
              20361201                                    6.12         No MI
              20361001                                   6.245         No MI
              20361201                                    6.12         No MI
              20361101                                    6.12         No MI
              20361101                                    6.12         No MI
              20361001                                   6.245         No MI
              20361101                                    6.12         No MI
              20361201                                    6.12         No MI
              20370101                                    6.12         No MI
              20370101                                    6.12         No MI
              20361001                                    6.37         No MI
              20361001                                    6.12         No MI
              20361201                                    6.12         No MI
              20361101                                   6.245         No MI
              20361101                                    6.37         No MI
              20361201                                    5.62         No MI
              20361201                                    6.12         No MI
              20361201                                    6.37         No MI
              20361201                                    6.37         No MI
              20361201                                   5.995         No MI
              20370101                                   5.995         No MI
              20370101                                   5.745         No MI
              20370101                                    6.37         No MI
              20370101                                    6.12         No MI
              20361101                                   6.245         No MI
              20361101                                   5.995         No MI
              20361101                                    6.37         No MI
              20361201                                   6.245         No MI
              20361201                                    6.37         No MI
              20361201                                   6.745         No MI
              20361201                                    6.37         No MI
              20361201                                   6.245         No MI
              20361201                                   6.245         No MI
              20361201                                    6.12         No MI
              20361201                                    6.12         No MI
              20361201                                    6.12         No MI
              20361201                                   6.245         No MI
              20361201                                   6.495         No MI
              20370101                                    6.12         No MI
              20361201                                   5.995         No MI
              20370101                                   5.995         No MI
              20361201                                    6.12         No MI
              20370101                                    6.12         No MI
              20370101                                   5.995         No MI
              20361201                                    6.12         No MI
              20361201                                    6.12         No MI
              20370101                                   6.245         No MI
              20361001                                    6.12         Radian Guaranty
              20361101                                    6.62         No MI
              20361201                                   5.995         No MI
              20361101                                    6.12         No MI
              20361201                                    6.37         No MI
              20370101                                    6.12         No MI
              20361201                                    6.37         No MI
              20361001                                    6.12         No MI
              20361201                                    6.12         No MI
              20361201                                   6.245         No MI
              20370101                                   5.995         No MI
              20361201                                    6.12         No MI
              20361201                                   5.995         No MI
              20361201                                   6.245         No MI
              20361201                                   6.245         Radian Guaranty
              20361201                                   6.245         GE Capital MI
              20370101                                    6.12         No MI
              20361201                                   6.245         No MI
              20370101                                   5.995         No MI
              20370101                                   5.495         No MI
              20361101                                   6.495         No MI
              20361201                                    6.12         No MI
              20361201                                    5.87         No MI
              20361101                                   6.245         No MI
              20361201                                    6.37         No MI
              20361201                                    6.37         No MI
              20370101                                   5.995         No MI
              20370101                                    6.12         No MI
              20361201                                    6.12         No MI
              20370101                                   6.495         No MI
              20361001                                   6.245         No MI
              20361001                                    6.62         No MI
              20361101                                   6.245         No MI
              20361201                                    6.12         No MI
              20361201                                    6.12         No MI
              20361201                                   6.245         No MI
              20370101                                   5.995         No MI
              20370101                                   5.995         No MI
              20360901                                   6.495         No MI
              20361201                                   5.995         No MI
              20361201                                    6.12         No MI
              20361201                                    6.12         No MI
              20370101                                   5.995         No MI
              20370101                                    6.12         No MI
              20370101                                    6.12         No MI
              20361101                                   5.995         No MI
              20361201                                   5.995         No MI
              20361201                                    6.62         No MI
              20360901                                   6.745         Mortgage Guaranty In
              20361001                                    6.87         Radian Guaranty
              20361101                                    6.62         No MI
              20361101                                    6.37         No MI
              20361201                                   5.995         No MI
              20370101                                   6.495         Radian Guaranty
              20370101                                   5.995         No MI
              20361101                                    6.37         No MI
              20361201                                   6.245         No MI
              20361201                                    6.12         No MI
              20361101                                   6.995         No MI
              20361201                                   6.245         No MI
              20361201                                    6.12         PMI
              20361201                                   6.245         No MI
              20361201                                   6.245         No MI
              20361201                                   6.245         No MI
              20361201                                    6.37         No MI
              20361201                                    6.37         No MI
              20361201                                    6.62         No MI
              20361201                                   6.745         No MI
              20361201                                    6.12         No MI
              20361201                                   6.745         No MI
              20361201                                   6.495         No MI
              20361201                                   6.245         No MI
              20361201                                    6.37         No MI
              20361201                                    7.37         Mortgage Guaranty In
              20361201                                   6.495         No MI
              20361201                                   6.245         Mortgage Guaranty In
              20361101                                    5.87         No MI
              20361201                                   6.495         No MI
              20361201                                    6.37         No MI
              20361201                                   6.245         No MI
              20361101                                    6.37         No MI
              20361201                                    6.12         No MI
              20361101                                    7.12         Mortgage Guaranty In
              20311201                                    6.62         No MI
              20361201                                   6.245         No MI
              20361201                                   6.245         No MI
              20361201                                    6.12         No MI
              20361201                                    6.12         No MI
              20361201                                    6.37         No MI
              20361201                                   6.245         No MI
              20361201                                    6.12         No MI
              20361101                                    6.62         No MI
              20351001                                   5.995         No MI
              20361201                                   6.245         No MI
              20360801                                   6.495         No MI


            MATURITY_DATE     BALLOON                          AMORT_TERM1
            -------------     -------                          -----------
              20370101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20270201         No                                   240
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20361001         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20361201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20360601         No                                   353
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20270201         No                                   240
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20270201         No                                   240
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370301         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20361201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20270201         No                                   240
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20470101         Yes                                  480
              20370201         No                                   360
              20361001         No                                   360
              20370201         No                                   360
              20361001         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20361001         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20470201         Yes                                  480
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20360701         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20270201         No                                   240
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20470201         Yes                                  480
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370301         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20270201         No                                   240
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20270201         No                                   240
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20470201         Yes                                  480
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20360701         No                                   353
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20270201         No                                   240
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20361201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20470201         Yes                                  480
              20351101         No                                   360
              20460801         Yes                                  480
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20350201         No                                   336
              20370201         No                                   360
              20361101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20361101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20361001         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20361001         No                                   360
              20360201         No                                   348
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20361101         No                                   360
              20370101         No                                   360
              20361001         No                                   360
              20370101         No                                   360
              20361001         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20330201         No                                   312
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20470201         Yes                                  480
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20360901         No                                   355
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20470201         Yes                                  480
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20361201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20370201         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20351101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20330101         No                                   352
              20341201         No                                   349
              20350701         No                                   351
              20360801         No                                   360
              20360801         No                                   360
              20360801         No                                   360
              20360701         No                                   360
              20360801         No                                   360
              20360801         No                                   360
              20360801         No                                   360
              20360801         No                                   360
              20360901         No                                   360
              20360801         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20360601         No                                   360
              20360801         No                                   360
              20360901         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20361001         No                                   360
              20361001         No                                   360
              20361001         No                                   360
              20361001         No                                   360
              20361201         No                                   360
              20361001         No                                   360
              20361001         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20361001         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20360901         No                                   360
              20361001         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20360601         No                                   360
              20361001         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20360901         No                                   360
              20361001         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20360901         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20361001         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361001         No                                   360
              20360901         No                                   360
              20361001         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20360901         No                                   360
              20361001         No                                   360
              20361001         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20361201         No                                   360
              20361001         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20361001         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20360501         No                                   360
              20360801         No                                   360
              20360801         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20361101         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20360901         No                                   360
              20361001         No                                   360
              20361001         No                                   360
              20361101         No                                   360
              20360901         No                                   360
              20361201         No                                   360
              20361001         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361001         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361001         No                                   360
              20361001         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20361001         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20361001         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20361001         No                                   360
              20361001         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20360901         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20360901         No                                   360
              20361001         No                                   360
              20361101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20370101         No                                   360
              20370101         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20311201         No                                   300
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361201         No                                   360
              20361101         No                                   360
              20351001         No                                   360
              20361201         No                                   360
              20360801         No                                   360


           MATURITY_DATE      PP_DESC                      IO_PERIOD         O_LTV
           -------------      -------                      ---------         -----
              20370101         NO PP                            0            89.31
              20361201         3Y PP                            0               80
              20361201         NO PP                            0               80
              20361201         NO PP                            0            77.57
              20361101         NO PP                          120               95
              20361201         NO PP                          120               80
              20361101         NO PP                          120            89.61
              20361101         NO PP                          120            89.97
              20370201         NO PP                          120             67.5
              20370201         NO PP                            0               80
              20370201         NO PP                          120            68.54
              20370101         NO PP                            0               80
              20370101         NO PP                            0               80
              20370101         NO PP                            0               90
              20370201         NO PP                          120            28.72
              20370201         NO PP                            0               90
              20370201         NO PP                            0               80
              20370201         NO PP                          120            75.93
              20370201         NO PP                          120            88.63
              20370201         NO PP                          120            70.31
              20370201         NO PP                          120               70
              20370201         NO PP                          120            83.68
              20370201         NO PP                          120              100
              20370201         NO PP                            0            59.24
              20370201         NO PP                          120            96.32
              20370201         NO PP                          120            99.99
              20370201         NO PP                          120            89.99
              20370201         NO PP                            0            89.86
              20370201         NO PP                            0               80
              20370201         NO PP                            0               72
              20370201         NO PP                            0               95
              20370201         NO PP                          120               80
              20370201         NO PP                          120              100
              20370201         NO PP                          120            42.03
              20370201         NO PP                          120            88.54
              20370201         NO PP                            0            79.72
              20370201         NO PP                            0            60.93
              20370201         NO PP                          120               80
              20370201         NO PP                          120            78.96
              20370201         NO PP                          120               90
              20370201         NO PP                            0            74.36
              20370201         NO PP                          120               80
              20370101         NO PP                            0               80
              20370201         NO PP                            0            91.75
              20370201         NO PP                          120            75.88
              20270201         NO PP                            0            47.82
              20370201         NO PP                          120               80
              20370201         NO PP                          120               60
              20370201         NO PP                          120            74.73
              20370201         NO PP                          120            89.97
              20361001         NO PP                            0               90
              20370201         NO PP                            0               95
              20370201         NO PP                          120               60
              20370201         NO PP                            0               80
              20370201         NO PP                          120               90
              20370201         NO PP                          120               60
              20370201         NO PP                          120               95
              20361201         NO PP                            0               90
              20370201         NO PP                          120            89.98
              20370201         NO PP                          120            54.11
              20370101         NO PP                            0               80
              20370201         NO PP                          120            68.16
              20370201         NO PP                          120            64.38
              20370101         NO PP                            0            59.56
              20370201         NO PP                          120            72.73
              20370201         NO PP                            0            51.65
              20370201         NO PP                            0            35.48
              20370201         NO PP                          120            57.44
              20370101         NO PP                          120            47.37
              20370101         NO PP                          120            89.99
              20370101         NO PP                          120               80
              20370201         NO PP                            0               60
              20370201         NO PP                            0            68.28
              20370201         NO PP                            0               90
              20370201         NO PP                          120             82.8
              20370201         NO PP                          120               95
              20370201         NO PP                          120            89.29
              20370201         NO PP                          120            81.75
              20370201         NO PP                          120             99.8
              20370201         NO PP                            0            37.57
              20370201         NO PP                            0               45
              20370201         NO PP                          120            89.99
              20370201         NO PP                            0            82.86
              20370201         NO PP                          120            89.99
              20370201         NO PP                            0            88.35
              20360601         NO PP                            0            89.98
              20370101         NO PP                          120               70
              20370201         NO PP                          120               80
              20370201         NO PP                          120            53.89
              20370201         NO PP                          120            26.04
              20370201         NO PP                            0               90
              20370201         NO PP                          120               90
              20370201         NO PP                            0             61.9
              20370201         NO PP                          120            69.81
              20370201         NO PP                            0            79.87
              20370101         NO PP                            0            93.61
              20370201         NO PP                            0            70.35
              20370201         NO PP                            0             94.2
              20370201         NO PP                          120            51.25
              20370201         NO PP                            0            69.57
              20370201         NO PP                            0            59.94
              20370201         NO PP                            0               95
              20370201         NO PP                          120               90
              20370201         NO PP                          120            58.72
              20270201         NO PP                            0            67.43
              20370201         NO PP                          120               80
              20370201         NO PP                          120             89.9
              20370101         NO PP                            0            71.43
              20370201         NO PP                          120            79.92
              20370201         NO PP                            0               95
              20370201         NO PP                          120               80
              20370201         NO PP                          120            73.42
              20370201         NO PP                            0               95
              20370201         NO PP                          120            52.38
              20370201         NO PP                          120            95.01
              20370201         NO PP                          120            89.99
              20370201         NO PP                          120            69.85
              20370201         NO PP                          120               80
              20370201         NO PP                            0            73.16
              20370201         NO PP                            0            31.36
              20370201         NO PP                          120            85.71
              20370201         NO PP                            0               80
              20270201         NO PP                            0            89.87
              20370201         NO PP                            0               95
              20370201         NO PP                          120            60.93
              20370201         NO PP                            0              100
              20370201         NO PP                            0            58.33
              20370201         NO PP                            0            53.89
              20370201         NO PP                          120            84.07
              20370201         NO PP                            0               95
              20370201         NO PP                          120               80
              20370201         NO PP                            0               80
              20370201         NO PP                          120            53.36
              20370101         NO PP                          120               95
              20370201         NO PP                            0            87.14
              20370201         NO PP                            0               95
              20370201         NO PP                          120            63.37
              20370201         NO PP                          120              100
              20370201         NO PP                          120            99.99
              20370201         NO PP                            0            89.71
              20370201         NO PP                            0               80
              20370201         NO PP                          120            94.03
              20370201         NO PP                          120            89.87
              20370201         NO PP                          120               90
              20370201         NO PP                            0               60
              20370101         NO PP                            0               70
              20370201         NO PP                          120               80
              20370201         NO PP                          120               95
              20370201         NO PP                            0            87.52
              20370201         NO PP                          120            68.79
              20370201         NO PP                          120            79.95
              20370201         NO PP                          120            82.14
              20370201         NO PP                          120            72.73
              20370201         NO PP                            0               90
              20370201         NO PP                          120            91.67
              20370201         NO PP                            0               70
              20370201         NO PP                          120            89.89
              20370201         NO PP                          120               90
              20370101         NO PP                            0               90
              20370101         NO PP                            0               80
              20370201         NO PP                          120            89.42
              20370301         NO PP                            0            54.79
              20370201         NO PP                            0            78.74
              20370201         NO PP                            0               80
              20370201         NO PP                          120               80
              20370201         NO PP                            0               81
              20370201         NO PP                            0            67.57
              20370201         NO PP                          120               90
              20370201         NO PP                            0            79.26
              20370201         NO PP                            0            87.45
              20370201         NO PP                          120            76.58
              20370201         NO PP                            0              100
              20370201         NO PP                            0               95
              20370201         NO PP                          120            89.98
              20370201         NO PP                          120               80
              20370201         NO PP                            0               95
              20370201         NO PP                            0            32.41
              20361201         NO PP                            0            88.57
              20370201         NO PP                          120            59.73
              20370101         NO PP                            0            30.48
              20370101         NO PP                          120            95.01
              20370201         NO PP                          120               90
              20370101         NO PP                            0            89.99
              20370201         NO PP                          120            74.63
              20370201         NO PP                            0            79.71
              20370201         NO PP                            0            79.93
              20370201         NO PP                            0               95
              20370201         NO PP                          120            86.49
              20370201         NO PP                            0               90
              20370201         NO PP                            0            65.57
              20370201         NO PP                          120            52.69
              20370201         NO PP                          120            69.72
              20370201         NO PP                          120               80
              20370201         NO PP                          120            89.99
              20370201         NO PP                            0            92.69
              20370101         NO PP                          120               90
              20370201         NO PP                            0               90
              20370201         NO PP                            0               80
              20370201         NO PP                            0            72.99
              20370201         NO PP                            0            51.71
              20370201         NO PP                          120            79.97
              20370201         NO PP                          120            71.33
              20370201         NO PP                            0              100
              20370201         NO PP                          120               95
              20370201         NO PP                          120               95
              20370201         NO PP                            0               60
              20370201         NO PP                          120            85.91
              20370201         NO PP                          120               80
              20370201         NO PP                          120               80
              20370201         NO PP                          120               80
              20370201         NO PP                            0            79.97
              20370201         NO PP                            0               80
              20270201         NO PP                            0               60
              20370201         NO PP                          120              100
              20370201         NO PP                            0               77
              20370201         NO PP                          120               80
              20370101         NO PP                          120               95
              20370201         NO PP                          120            79.36
              20370201         NO PP                            0            79.11
              20370201         NO PP                          120            45.66
              20370201         NO PP                          120            99.94
              20370201         NO PP                            0               60
              20370201         NO PP                          120            82.27
              20370201         NO PP                            0               80
              20370201         NO PP                          120            55.96
              20370201         NO PP                          120             77.2
              20370101         NO PP                          120             89.1
              20370101         NO PP                          120            77.14
              20370201         NO PP                            0               80
              20370201         NO PP                          120            77.98
              20370201         NO PP                            0               90
              20370201         NO PP                            0               90
              20370101         NO PP                            0            77.86
              20370201         NO PP                            0             68.8
              20370201         NO PP                          120            99.99
              20370201         NO PP                          120               80
              20370201         NO PP                            0               80
              20370201         NO PP                          120               90
              20370201         NO PP                            0               90
              20370201         NO PP                            0            55.38
              20370201         NO PP                            0               90
              20370201         NO PP                          120            75.31
              20370201         NO PP                            0               85
              20370201         NO PP                          120            72.22
              20370201         NO PP                            0            75.46
              20370201         NO PP                          120              100
              20370101         NO PP                            0             72.2
              20370201         NO PP                           60            77.65
              20370201         NO PP                            0            78.74
              20370101         NO PP                            0            17.53
              20370201         NO PP                          120               80
              20370101         NO PP                            0            79.03
              20370201         NO PP                           60             79.5
              20370101         NO PP                            0            76.65
              20470101         NO PP                            0             49.6
              20370201         NO PP                           60            63.15
              20361001         NO PP                            0            55.46
              20370201         NO PP                            0               75
              20361001         NO PP                            0               80
              20370201         NO PP                          120            66.67
              20370201         NO PP                            0            89.99
              20370201         NO PP                            0            88.36
              20370101         NO PP                            0            68.09
              20370201         NO PP                            0             61.2
              20361001         NO PP                            0            15.83
              20370201         NO PP                            0            85.19
              20370201         NO PP                            0            89.99
              20370101         NO PP                            0            56.98
              20370201         NO PP                            0            74.36
              20370101         NO PP                            0               90
              20370101         NO PP                            0            74.99
              20370101         NO PP                            0            75.15
              20370101         NO PP                            0            60.26
              20370101         NO PP                            0            69.23
              20370201         NO PP                            0               80
              20370201         NO PP                            0            70.98
              20370101         NO PP                            0            69.94
              20370201         NO PP                          120             69.8
              20370201         NO PP                            0            45.29
              20370201         NO PP                           60               75
              20370201         NO PP                            0            65.85
              20370101         NO PP                            0               90
              20370101         NO PP                            0               80
              20370201         NO PP                            0            64.08
              20370201         NO PP                           60            84.98
              20370201         NO PP                           60            67.84
              20470201         NO PP                            0            68.15
              20370201         NO PP                            0               90
              20370101         NO PP                           60            81.69
              20370101         NO PP                            0            78.99
              20370201         NO PP                            0            69.08
              20370201         NO PP                          120            77.12
              20370201         NO PP                            0            70.72
              20370201         NO PP                            0            77.18
              20370201         NO PP                           60            95.02
              20360701         NO PP                            0            81.26
              20370101         NO PP                            0            78.43
              20370101         NO PP                            0            94.61
              20370101         NO PP                           60            85.94
              20370101         NO PP                            0               80
              20370201         NO PP                            0               85
              20370201         NO PP                          120            89.99
              20370201         NO PP                            0               70
              20370201         NO PP                          120             49.5
              20370201         NO PP                          120               85
              20370201         NO PP                            0               80
              20370201         NO PP                            0               95
              20370201         NO PP                          120               90
              20370201         NO PP                          120              100
              20370101         NO PP                            0               90
              20370201         NO PP                          120               95
              20370201         NO PP                          120            75.79
              20370101         NO PP                            0            59.48
              20370101         NO PP                          120            85.01
              20370201         NO PP                            0            44.44
              20370201         NO PP                          120            72.12
              20370101         NO PP                            0               80
              20370201         NO PP                          120            94.99
              20370201         NO PP                          120             89.9
              20370201         NO PP                          120            91.81
              20370201         NO PP                          120               86
              20370101         NO PP                            0               90
              20370101         NO PP                            0            55.56
              20361201         NO PP                            0            89.95
              20370101         NO PP                            0            84.29
              20370201         NO PP                            0             69.8
              20370201         NO PP                            0               80
              20370201         NO PP                            0               95
              20370201         NO PP                          120            65.48
              20370101         NO PP                            0               80
              20370201         NO PP                          120              100
              20370101         NO PP                          120               56
              20370201         NO PP                          120            79.99
              20370101         NO PP                            0            86.01
              20370201         NO PP                          120              100
              20370201         NO PP                            0             57.7
              20370201         NO PP                            0            79.38
              20370201         NO PP                            0            19.29
              20370201         NO PP                            0            46.79
              20370201         NO PP                          120            88.77
              20370101         NO PP                            0               95
              20370201         NO PP                            0               70
              20370201         NO PP                            0               60
              20370101         NO PP                          120            54.17
              20370201         NO PP                          120             87.3
              20370201         NO PP                          120               80
              20370201         NO PP                          120               80
              20370101         NO PP                            0            84.47
              20370101         NO PP                          120              100
              20370201         NO PP                          120             77.6
              20370201         NO PP                          120            82.83
              20370201         NO PP                            0            79.76
              20370101         NO PP                            0               95
              20370201         NO PP                          120            79.27
              20370201         NO PP                          120            94.44
              20370201         NO PP                            0            79.49
              20370201         NO PP                            0            79.02
              20370201         NO PP                            0            88.24
              20370201         NO PP                          120            55.71
              20370201         NO PP                            0            69.12
              20370201         NO PP                          120               75
              20370201         NO PP                          120               90
              20370201         NO PP                          120            78.25
              20270201         NO PP                            0               80
              20370101         NO PP                            0            58.11
              20370101         NO PP                          120            72.22
              20370201         NO PP                          120            89.97
              20370201         NO PP                          120               80
              20370201         NO PP                          120            99.83
              20370201         NO PP                          120               80
              20370201         NO PP                            0               90
              20370201         NO PP                          120               90
              20370201         NO PP                          120            98.59
              20370201         NO PP                            0            74.88
              20370201         NO PP                            0            47.62
              20370201         NO PP                          120            68.63
              20370201         NO PP                            0             88.7
              20370201         NO PP                            0               90
              20370201         NO PP                          120              100
              20370201         NO PP                            0            69.54
              20370201         NO PP                            0               80
              20370201         NO PP                            0            67.88
              20470201         NO PP                            0               75
              20370201         NO PP                          120            78.13
              20370201         NO PP                           60               90
              20370201         NO PP                            0            52.18
              20370201         NO PP                            0               75
              20370201         NO PP                          120               80
              20370201         NO PP                          120               80
              20370201         NO PP                            0            89.64
              20370101         NO PP                          120               90
              20370201         NO PP                          120            79.79
              20370201         NO PP                            0               80
              20370201         NO PP                          120              100
              20370201         NO PP                          120               60
              20370201         NO PP                          120               75
              20370201         NO PP                            0               60
              20370201         NO PP                          120            75.87
              20370201         NO PP                            0               96
              20370201         NO PP                          120             62.5
              20370201         NO PP                            0            65.31
              20370101         NO PP                            0               80
              20370201         NO PP                          120               80
              20370201         NO PP                          120              100
              20370101         NO PP                            0            83.31
              20370201         NO PP                          120            61.54
              20370301         NO PP                            0               90
              20370101         NO PP                          120            65.15
              20370201         NO PP                          120               80
              20370201         NO PP                          120               80
              20370201         NO PP                          120            84.24
              20370201         NO PP                            0            77.19
              20370201         NO PP                            0               60
              20370201         NO PP                          120               80
              20370201         NO PP                          120               95
              20370201         NO PP                          120            77.92
              20370201         NO PP                          120            43.21
              20370201         NO PP                          120            77.86
              20370201         NO PP                          120               60
              20370201         NO PP                          120            84.16
              20370201         NO PP                          120            89.99
              20370201         NO PP                            0            64.91
              20370201         NO PP                          120            83.42
              20370201         NO PP                          120            70.38
              20370201         NO PP                          120            94.99
              20370201         NO PP                            0              100
              20370201         NO PP                          120               70
              20370101         NO PP                          120            89.89
              20370201         NO PP                          120               75
              20370201         NO PP                            0               80
              20370201         NO PP                            0               95
              20370201         NO PP                          120               80
              20370201         NO PP                          120               90
              20370201         NO PP                          120               90
              20370201         NO PP                          120            95.01
              20370201         NO PP                          120            85.01
              20370201         NO PP                            0            58.73
              20370201         NO PP                          120            74.56
              20370201         NO PP                            0               95
              20370201         NO PP                          120            90.64
              20370201         NO PP                          120            94.92
              20370201         NO PP                            0               95
              20370101         NO PP                          120               95
              20370201         NO PP                          120            78.05
              20370201         NO PP                            0               95
              20370201         NO PP                          120            68.58
              20370201         NO PP                            0               90
              20370201         NO PP                          120            95.01
              20370201         NO PP                            0               85
              20370201         NO PP                            0               60
              20370201         NO PP                          120               80
              20370201         NO PP                          120            76.37
              20370101         NO PP                            0            27.78
              20361201         NO PP                            0               40
              20370201         NO PP                          120               80
              20370201         NO PP                          120               95
              20370101         NO PP                            0               80
              20370101         NO PP                            0               46
              20370101         NO PP                          120            79.73
              20370101         NO PP                            0            89.94
              20370201         NO PP                            0             87.5
              20370201         NO PP                          120              100
              20370201         NO PP                            0               90
              20370201         NO PP                            0               95
              20370201         NO PP                            0            85.05
              20370101         NO PP                          120            79.56
              20370201         NO PP                          120               85
              20370201         NO PP                            0               95
              20370201         NO PP                          120              100
              20370201         NO PP                          120            77.48
              20370201         NO PP                          120            62.61
              20370101         NO PP                            0               60
              20370201         NO PP                            0               85
              20370201         NO PP                            0               80
              20370201         NO PP                          120            52.75
              20370101         NO PP                            0               90
              20370101         NO PP                            0              100
              20370101         NO PP                          120               95
              20370201         NO PP                            0            86.96
              20370201         NO PP                          120            64.86
              20370201         NO PP                          120              100
              20370201         NO PP                          120            79.99
              20370201         NO PP                          120            89.47
              20370201         NO PP                          120            79.73
              20370201         NO PP                            0               95
              20370201         NO PP                            0               85
              20370101         NO PP                          120               80
              20370201         NO PP                          120            79.99
              20370201         NO PP                          120            35.59
              20370201         NO PP                            0               80
              20370201         NO PP                            0            63.81
              20370201         NO PP                          120               95
              20370201         NO PP                          120              100
              20370101         NO PP                          120            43.52
              20370201         NO PP                          120               80
              20370101         NO PP                            0            72.41
              20370201         NO PP                            0               80
              20370201         NO PP                            0               95
              20370201         NO PP                            0               80
              20370101         NO PP                            0             86.2
              20370201         NO PP                           60            73.26
              20370201         NO PP                            0               80
              20370201         NO PP                            0               95
              20370201         NO PP                            0            68.11
              20370201         NO PP                            0               80
              20370201         NO PP                            0            74.29
              20370201         NO PP                            0            47.04
              20270201         NO PP                            0            72.52
              20370201         NO PP                            0            54.68
              20370201         NO PP                          120               80
              20370201         NO PP                            0            65.03
              20370201         NO PP                            0            84.37
              20370201         NO PP                            0            65.22
              20370201         NO PP                           60               95
              20370201         NO PP                            0            88.32
              20370201         NO PP                            0            69.83
              20370201         NO PP                            0               68
              20370201         NO PP                            0            79.41
              20370201         NO PP                           60               90
              20370101         NO PP                            0            85.64
              20370201         NO PP                            0            62.43
              20370201         NO PP                            0               80
              20370201         NO PP                            0            78.26
              20370201         NO PP                           60               80
              20370101         NO PP                            0             66.9
              20370201         NO PP                          120            66.11
              20370201         NO PP                            0            84.99
              20370201         NO PP                            0               75
              20370201         NO PP                            0            89.99
              20370101         NO PP                           60               70
              20370101         NO PP                           60            79.83
              20370201         NO PP                            0            61.45
              20370201         NO PP                          120            84.99
              20370201         NO PP                            0               80
              20370201         NO PP                          120            63.53
              20370201         NO PP                           60               95
              20370201         NO PP                            0            73.78
              20370201         NO PP                            0            79.44
              20370201         NO PP                            0               80
              20370201         NO PP                            0            52.63
              20370201         NO PP                            0               80
              20370101         NO PP                            0            39.14
              20370101         NO PP                            0            74.78
              20370201         NO PP                          120            25.36
              20370201         NO PP                            0            59.28
              20370201         NO PP                            0             72.3
              20370101         NO PP                            0               95
              20370201         NO PP                            0               80
              20370201         NO PP                            0            74.99
              20370201         NO PP                            0            78.01
              20370201         NO PP                            0            39.39
              20370101         NO PP                            0            67.47
              20370201         NO PP                            0            61.54
              20370201         NO PP                            0               80
              20370201         NO PP                            0            76.61
              20370101         NO PP                            0            76.86
              20370201         NO PP                            0             40.5
              20370101         NO PP                            0               80
              20370201         NO PP                            0               80
              20370201         NO PP                            0               80
              20370201         NO PP                            0              100
              20370201         NO PP                            0            72.66
              20370201         NO PP                           60               70
              20370201         NO PP                            0            63.94
              20370201         NO PP                            0            79.28
              20370101         NO PP                           60               80
              20370201         NO PP                          120              100
              20370201         NO PP                            0            72.96
              20370201         NO PP                            0            76.06
              20370201         NO PP                            0            71.93
              20370101         NO PP                           60               90
              20370201         NO PP                            0            50.03
              20270201         NO PP                            0             35.6
              20370201         NO PP                            0               50
              20370201         NO PP                            0            74.63
              20370201         NO PP                           60            89.98
              20370201         NO PP                           60            79.55
              20370201         NO PP                            0            84.93
              20370201         NO PP                            0            57.63
              20370201         NO PP                            0               73
              20470201         NO PP                            0               80
              20370101         NO PP                          120            23.18
              20370201         NO PP                            0            79.75
              20370201         NO PP                            0             59.8
              20370201         NO PP                          120               75
              20370201         NO PP                            0               70
              20360701         NO PP                            0               70
              20370201         NO PP                            0            93.77
              20370201         NO PP                          120               80
              20370201         NO PP                          120               80
              20370201         NO PP                          120               90
              20370201         NO PP                            0               90
              20370201         NO PP                            0            78.87
              20370201         NO PP                            0               80
              20370201         NO PP                           60            66.15
              20370201         NO PP                           60               80
              20370201         NO PP                            0            48.89
              20370101         NO PP                            0               80
              20370201         NO PP                            0            73.58
              20370201         NO PP                           60            89.86
              20370201         NO PP                            0               90
              20370101         NO PP                            0               90
              20370101         NO PP                            0              100
              20370201         NO PP                            0            44.83
              20370201         NO PP                            0            66.67
              20370201         NO PP                            0            39.35
              20370101         NO PP                            0            41.45
              20270201         NO PP                            0            55.87
              20370201         NO PP                            0            40.57
              20370201         NO PP                            0             89.2
              20370201         NO PP                           60            87.31
              20370101         NO PP                            0            55.57
              20370101         NO PP                            0            79.87
              20370201         NO PP                            0            57.58
              20370201         NO PP                           60            73.56
              20370201         NO PP                           60            71.17
              20370201         NO PP                            0            79.32
              20370101         NO PP                            0            63.07
              20370201         NO PP                            0               70
              20361201         NO PP                            0            74.79
              20370201         NO PP                            0             89.4
              20370201         NO PP                            0            95.02
              20370201         NO PP                            0            79.78
              20370101         NO PP                            0            60.98
              20370201         NO PP                            0            73.94
              20370201         NO PP                            0            58.65
              20370201         NO PP                            0            34.44
              20370101         NO PP                            0            73.86
              20370201         NO PP                            0            88.48
              20370101         NO PP                            0            65.38
              20370101         NO PP                            0            91.39
              20370201         NO PP                            0            65.53
              20370201         NO PP                            0               90
              20370201         NO PP                           60            69.04
              20370201         NO PP                           60               95
              20370201         NO PP                            0               80
              20370201         NO PP                            0             63.5
              20370201         NO PP                            0            78.37
              20370201         NO PP                            0            58.62
              20370201         NO PP                            0            57.84
              20370201         NO PP                            0            57.18
              20370201         NO PP                            0               90
              20370201         NO PP                           60            26.02
              20370201         NO PP                            0            74.96
              20370101         NO PP                            0               95
              20370201         NO PP                            0             81.4
              20370201         NO PP                            0            46.24
              20370201         NO PP                            0               80
              20370201         NO PP                            0            66.36
              20370101         NO PP                            0            79.21
              20370201         NO PP                           60            95.02
              20370201         NO PP                            0            53.83
              20370201         NO PP                            0             56.5
              20470201         NO PP                            0            69.62
              20351101         NO PP                          120              100
              20460801         NO PP                            0               95
              20370201         NO PP                           60            70.79
              20370101         NO PP                          120            72.94
              20370201         NO PP                            0            71.32
              20370201         NO PP                            0               70
              20370201         NO PP                          120              100
              20370201         NO PP                            0               80
              20370201         NO PP                            0            48.58
              20350201         NO PP                            0               80
              20370201         NO PP                            0            75.38
              20361101         NO PP                            0               95
              20370201         NO PP                            0            94.21
              20370201         NO PP                            0            85.08
              20370201         NO PP                          120            79.09
              20370201         NO PP                            0             74.8
              20370101         NO PP                            0            61.71
              20370201         NO PP                           60            47.95
              20370201         NO PP                           60            77.92
              20370201         NO PP                            0               80
              20370201         NO PP                            0            66.67
              20370201         NO PP                            0               80
              20370101         NO PP                           60            45.69
              20370201         NO PP                            0            33.85
              20370201         NO PP                          120               80
              20370201         NO PP                           60            68.33
              20361201         NO PP                            0            83.77
              20370101         NO PP                            0            79.68
              20370101         NO PP                            0               80
              20370201         NO PP                           60               80
              20370201         NO PP                            0            59.32
              20370201         NO PP                            0            73.95
              20370101         NO PP                            0               80
              20361101         NO PP                           60            69.58
              20370201         NO PP                            0            77.78
              20370201         NO PP                           60            58.18
              20370101         NO PP                            0            69.17
              20370201         NO PP                            0            58.51
              20370201         NO PP                            0               95
              20370201         NO PP                          120            85.33
              20370201         NO PP                            0               80
              20370201         NO PP                          120              100
              20370201         NO PP                          120               80
              20370201         NO PP                            0            57.83
              20370101         NO PP                           60               90
              20361001         NO PP                            0               80
              20370201         NO PP                           60               70
              20370101         NO PP                            0             74.9
              20370201         NO PP                          120            98.92
              20370201         NO PP                            0            42.15
              20370201         NO PP                            0            74.07
              20370201         NO PP                            0               80
              20370201         NO PP                           60            60.81
              20370201         NO PP                            0            75.84
              20370201         NO PP                            0            89.99
              20370101         NO PP                           60               60
              20370201         NO PP                            0            50.62
              20370201         NO PP                            0            26.98
              20370101         NO PP                          120            89.96
              20370201         NO PP                            0            64.18
              20370101         NO PP                            0            61.62
              20370201         NO PP                            0            66.29
              20370201         NO PP                            0            84.31
              20370201         NO PP                            0            79.14
              20370201         NO PP                           60             76.7
              20370201         NO PP                            0             65.2
              20370101         NO PP                            0              100
              20370101         NO PP                           60             68.8
              20370201         NO PP                           60            74.68
              20370201         NO PP                          120            49.74
              20370201         NO PP                            0            60.61
              20370201         NO PP                            0            68.44
              20361001         NO PP                           60            72.22
              20360201         NO PP                            0            63.59
              20370201         NO PP                            0            80.35
              20370101         NO PP                          120               75
              20370201         NO PP                           60               80
              20370101         NO PP                           60             88.3
              20370201         NO PP                          120             79.8
              20370201         NO PP                            0             78.1
              20370201         NO PP                           60               90
              20361101         NO PP                           60            95.01
              20370101         NO PP                            0             62.9
              20361001         NO PP                            0            58.82
              20370101         NO PP                            0            68.32
              20361001         NO PP                            0               80
              20370201         NO PP                            0            79.04
              20370101         NO PP                            0            89.78
              20370201         NO PP                            0            78.72
              20370201         NO PP                            0             64.1
              20370201         NO PP                            0            54.79
              20370101         NO PP                            0            62.03
              20370201         NO PP                            0            77.22
              20370201         NO PP                            0               95
              20370201         NO PP                            0            89.35
              20370201         NO PP                            0               80
              20370201         NO PP                            0            69.66
              20370201         NO PP                            0               80
              20370201         NO PP                            0            73.06
              20370201         NO PP                            0               80
              20330201         NO PP                            0            67.91
              20370201         NO PP                           60            65.55
              20370201         NO PP                            0            72.79
              20370201         NO PP                            0             89.9
              20370201         NO PP                          120            89.98
              20370201         NO PP                           60            94.64
              20370201         NO PP                           60            46.24
              20370101         NO PP                            0               80
              20370101         NO PP                           60               80
              20370101         NO PP                           60            95.01
              20370101         NO PP                            0            71.06
              20370101         NO PP                           60               85
              20370101         NO PP                           60               60
              20370201         NO PP                           60            89.99
              20370201         NO PP                            0            82.01
              20370201         NO PP                            0               80
              20370101         NO PP                          120               60
              20370201         NO PP                          120               80
              20370201         NO PP                           60            73.45
              20370201         NO PP                           60            65.31
              20370201         NO PP                          120            69.84
              20370201         NO PP                            0            32.26
              20370201         NO PP                            0               80
              20370101         NO PP                           60            89.93
              20370101         NO PP                            0            65.73
              20470201         NO PP                            0             74.7
              20370201         NO PP                          120            79.97
              20370201         NO PP                            0               75
              20370201         NO PP                           60               80
              20370201         NO PP                            0               95
              20370201         NO PP                            0            79.17
              20370201         NO PP                           60            65.56
              20370101         NO PP                            0            79.28
              20370201         NO PP                            0            70.37
              20370201         NO PP                            0            69.48
              20370201         NO PP                           60            65.08
              20370201         NO PP                            0            71.57
              20370201         NO PP                            0            79.05
              20370201         NO PP                           60            89.22
              20370101         NO PP                            0            71.43
              20370201         NO PP                            0             67.5
              20370201         NO PP                            0            74.51
              20370201         NO PP                            0            49.15
              20370101         NO PP                            0               80
              20370101         NO PP                           60            95.02
              20370201         NO PP                           60            67.45
              20370201         NO PP                            0               90
              20370201         NO PP                            0               80
              20360901         NO PP                            0            87.47
              20370201         NO PP                           60            71.25
              20370201         NO PP                            0               80
              20370201         NO PP                           60            90.84
              20370101         NO PP                            0            68.63
              20370201         NO PP                           60               80
              20370201         NO PP                           60            63.36
              20370201         NO PP                            0            59.01
              20370201         NO PP                            0               50
              20370201         NO PP                           60               72
              20370201         NO PP                           60            87.41
              20370201         NO PP                            0            61.15
              20370201         NO PP                            0            50.29
              20370201         NO PP                            0             70.6
              20370201         NO PP                            0            92.47
              20370201         NO PP                            0            66.67
              20370201         NO PP                           60            74.93
              20370101         NO PP                            0               80
              20370201         NO PP                          120            88.24
              20370201         NO PP                            0            72.22
              20370201         NO PP                            0            89.98
              20370201         NO PP                            0               45
              20370201         NO PP                            0               80
              20370101         NO PP                          120               75
              20370101         NO PP                            0            78.97
              20370101         NO PP                            0               58
              20361201         NO PP                            0            87.63
              20370201         NO PP                            0            56.41
              20370201         NO PP                           60               90
              20370101         NO PP                            0               80
              20370201         NO PP                            0            68.97
              20470201         NO PP                            0             72.9
              20370201         NO PP                           60            64.39
              20370201         NO PP                            0            86.43
              20370201         NO PP                           60            65.88
              20370201         NO PP                            0            74.39
              20370201         NO PP                            0            94.99
              20370201         NO PP                           60               80
              20370201         NO PP                          120            52.95
              20370201         NO PP                          120            67.98
              20370201         NO PP                          120            91.14
              20361201         NO PP                            0            59.52
              20370201         NO PP                            0            74.11
              20370101         NO PP                          120            68.71
              20370201         NO PP                            0            89.05
              20370201         NO PP                            0             79.5
              20370201         NO PP                            0               90
              20370101         NO PP                           60            90.13
              20361201         NO PP                            0            86.73
              20370201         NO PP                            0               80
              20370101         NO PP                            0            69.38
              20361201         NO PP                            0            78.26
              20361201         NO PP                            0              100
              20361201         5Y PP                            0            87.33
              20351101         NO PP                            0            75.68
              20370101         NO PP                            0            89.99
              20370101         NO PP                            0             78.4
              20330101         NO PP                            0            65.79
              20341201         NO PP                            0             62.4
              20350701         NO PP                            0            73.72
              20360801         NO PP                          120               50
              20360801         NO PP                            0               90
              20360801         NO PP                          120            71.58
              20360701         NO PP                          120               75
              20360801         NO PP                            0            58.19
              20360801         NO PP                            0               80
              20360801         NO PP                          120               90
              20360801         NO PP                            0            64.53
              20360901         NO PP                          120            66.67
              20360801         NO PP                            0            73.87
              20360901         NO PP                            0               80
              20360901         NO PP                          120               90
              20360901         NO PP                            0               80
              20360901         NO PP                          120               80
              20360901         NO PP                          120               80
              20360901         NO PP                            0             85.9
              20360901         NO PP                          120               95
              20360601         NO PP                          120            63.88
              20360801         NO PP                            0            46.08
              20360901         NO PP                            0            44.45
              20361201         NO PP                          120            72.03
              20361201         NO PP                          120               80
              20361201         NO PP                            0            73.81
              20361201         NO PP                          120            64.69
              20370101         NO PP                            0               80
              20370101         NO PP                          120             93.1
              20370101         NO PP                            0            59.83
              20370101         NO PP                          120             67.5
              20370101         NO PP                            0               93
              20370101         NO PP                            0               80
              20370101         NO PP                          120               90
              20361201         NO PP                            0               90
              20361101         NO PP                          120               75
              20361201         NO PP                            0            55.43
              20361201         NO PP                          120            70.45
              20361201         NO PP                            0            92.68
              20361201         NO PP                            0            77.37
              20370101         NO PP                            0            79.06
              20370101         NO PP                            0               80
              20370101         NO PP                          120            93.39
              20360901         NO PP                            0            79.93
              20360901         NO PP                            0            78.99
              20360901         NO PP                            0               75
              20360901         NO PP                            0               80
              20361001         NO PP                            0               90
              20361001         NO PP                            0               95
              20361001         NO PP                            0            92.17
              20361001         NO PP                            0            83.96
              20361201         NO PP                            0            84.99
              20361001         NO PP                            0            94.97
              20361001         NO PP                            0            77.71
              20361101         NO PP                            0               90
              20361101         NO PP                            0            99.01
              20361101         NO PP                          120               80
              20361101         NO PP                          120             89.7
              20361201         NO PP                            0               95
              20361201         NO PP                          120               90
              20361101         NO PP                            0               80
              20361101         NO PP                          120            79.69
              20361101         NO PP                            0            73.45
              20361201         NO PP                            0               80
              20361201         NO PP                            0            89.99
              20361101         NO PP                          120            75.45
              20361201         NO PP                          120             79.1
              20361101         NO PP                          120               80
              20361101         NO PP                          120             67.5
              20361201         NO PP                          120            65.38
              20361201         NO PP                            0            82.19
              20361101         NO PP                          120            71.58
              20361201         NO PP                            0            74.96
              20361201         NO PP                            0            78.84
              20361101         NO PP                            0               80
              20361101         NO PP                            0               80
              20361201         NO PP                            0               72
              20361201         NO PP                          120             68.5
              20361201         NO PP                            0            73.28
              20361201         NO PP                            0               90
              20361101         NO PP                            0             37.5
              20361201         NO PP                            0            71.65
              20361201         NO PP                            0            78.29
              20361201         NO PP                          120            64.62
              20361201         NO PP                            0               80
              20361201         NO PP                          120            36.33
              20361201         NO PP                          120            43.68
              20361201         NO PP                          120               85
              20361201         NO PP                          120            78.36
              20361201         NO PP                            0               80
              20361201         NO PP                          120               80
              20361201         NO PP                            0            74.05
              20361201         NO PP                          120            74.17
              20361201         NO PP                          120            76.43
              20361201         NO PP                            0            42.86
              20361201         NO PP                            0            68.85
              20361201         NO PP                            0               80
              20361201         NO PP                            0            79.94
              20370101         NO PP                            0               80
              20361201         NO PP                            0            52.17
              20370101         NO PP                            0            63.16
              20370101         NO PP                            0             74.6
              20361201         NO PP                            0            76.14
              20361201         NO PP                          120               90
              20361201         NO PP                          120            88.79
              20370101         NO PP                            0            60.29
              20370101         NO PP                            0            72.17
              20370101         NO PP                            0            70.56
              20370101         NO PP                          120            73.62
              20370101         NO PP                          120               80
              20361201         NO PP                          120            89.98
              20361001         NO PP                            0            93.49
              20361101         NO PP                          120            72.93
              20361101         NO PP                          120            84.16
              20361201         NO PP                            0             69.1
              20361201         NO PP                            0            46.93
              20361201         NO PP                            0               50
              20361201         NO PP                          120               80
              20370101         NO PP                            0            73.69
              20370101         NO PP                            0               80
              20361101         NO PP                            0            94.98
              20361201         NO PP                          120            70.54
              20361201         NO PP                            0               80
              20361201         NO PP                            0            43.33
              20360901         NO PP                            0            78.71
              20361001         NO PP                            0            79.08
              20361201         NO PP                            0            70.62
              20370101         NO PP                            0            69.91
              20361201         NO PP                            0               95
              20370101         NO PP                            0               80
              20360601         NO PP                            0               90
              20361001         NO PP                            0               90
              20361101         NO PP                            0            73.91
              20361201         NO PP                            0            79.75
              20361201         NO PP                            0               90
              20361101         NO PP                            0            68.86
              20361201         NO PP                            0               80
              20361201         NO PP                            0               80
              20361201         NO PP                            0            58.39
              20361201         NO PP                            0            70.89
              20370101         NO PP                            0            81.71
              20370101         NO PP                            0            76.07
              20361201         NO PP                            0             71.9
              20370101         NO PP                            0               80
              20370101         NO PP                          120               80
              20361201         NO PP                            0            71.33
              20360901         NO PP                            0            79.01
              20361001         NO PP                            0            94.97
              20361201         NO PP                            0            67.07
              20361201         NO PP                            0            78.43
              20370101         NO PP                            0            88.85
              20370101         NO PP                            0            63.95
              20360901         NO PP                            0            75.95
              20361201         NO PP                          120            73.53
              20361101         NO PP                          120             80.9
              20361101         NO PP                            0            81.47
              20361101         NO PP                          120               75
              20361101         NO PP                          120            47.06
              20361101         NO PP                          120            48.44
              20361201         NO PP                            0            59.52
              20361201         NO PP                          120            77.36
              20361201         NO PP                            0            71.79
              20361201         NO PP                            0            99.98
              20361201         NO PP                            0            62.74
              20361201         NO PP                          120               80
              20361201         NO PP                          120               90
              20361201         NO PP                            0               80
              20370101         NO PP                          120            87.68
              20361201         NO PP                            0               80
              20370101         NO PP                          120            60.11
              20361201         NO PP                          120            84.43
              20361201         NO PP                            0            49.47
              20370101         NO PP                            0               62
              20370101         NO PP                            0               70
              20361201         NO PP                          120               80
              20361201         NO PP                            0               80
              20361201         NO PP                            0            48.41
              20370101         NO PP                            0            61.44
              20370101         NO PP                          120            67.79
              20370101         NO PP                            0            66.96
              20370101         NO PP                            0            57.22
              20370101         NO PP                          120            44.07
              20370101         NO PP                            0            76.92
              20361101         NO PP                            0            63.18
              20361101         NO PP                            0            71.43
              20361101         NO PP                          120            52.42
              20361101         NO PP                            0            88.33
              20361201         NO PP                            0               80
              20361201         NO PP                            0               80
              20361101         NO PP                          120            74.09
              20361201         NO PP                          120            56.25
              20361201         NO PP                          120               90
              20361201         NO PP                            0            77.92
              20361201         NO PP                            0            69.46
              20361201         NO PP                          120            54.02
              20361201         NO PP                            0               80
              20361201         NO PP                            0            79.17
              20361201         NO PP                            0            22.73
              20361201         NO PP                          120            66.33
              20361201         NO PP                          120            87.78
              20370101         NO PP                            0               80
              20361001         NO PP                            0             87.3
              20361101         NO PP                            0            86.67
              20361101         NO PP                          120            94.99
              20361001         NO PP                            0            86.81
              20360901         NO PP                            0               80
              20361001         NO PP                            0            71.22
              20361101         NO PP                          120            87.17
              20361101         NO PP                          120               70
              20361101         NO PP                          120               90
              20361101         NO PP                          120               80
              20361101         NO PP                          120            73.97
              20361101         NO PP                          120            89.99
              20361101         NO PP                            0               80
              20361201         NO PP                          120            76.67
              20361201         NO PP                          120               95
              20361201         NO PP                            0               90
              20361201         NO PP                            0            70.09
              20361201         NO PP                          120            87.82
              20360901         NO PP                            0               80
              20361001         NO PP                            0               80
              20361001         NO PP                            0            65.11
              20361101         NO PP                            0            72.73
              20361101         NO PP                            0             76.8
              20361201         NO PP                            0            94.97
              20361201         NO PP                            0            52.17
              20361201         NO PP                            0            64.56
              20370101         NO PP                            0            63.54
              20370101         NO PP                            0               80
              20361101         NO PP                            0               85
              20361201         NO PP                            0               95
              20370101         NO PP                            0            71.53
              20361201         NO PP                            0               90
              20360901         NO PP                          120               90
              20360901         NO PP                            0               80
              20361201         NO PP                          120            43.69
              20361001         NO PP                            0            64.67
              20361101         NO PP                          120            89.93
              20361101         NO PP                          120            79.28
              20361101         NO PP                          120               88
              20361101         NO PP                          120            69.28
              20361201         NO PP                          120            69.98
              20361201         NO PP                          120            69.88
              20361201         NO PP                            0            94.98
              20361201         NO PP                          120            67.13
              20361201         NO PP                          120               80
              20361201         NO PP                            0               80
              20370101         NO PP                          120               95
              20361201         NO PP                            0             90.2
              20370101         NO PP                            0            47.62
              20361001         NO PP                            0               70
              20361201         NO PP                            0               80
              20361201         NO PP                            0               90
              20361201         NO PP                            0            67.39
              20360501         NO PP                            0            89.54
              20360801         NO PP                            0            71.32
              20360801         NO PP                            0             45.1
              20360901         NO PP                            0               80
              20360901         NO PP                            0               87
              20360901         NO PP                          120            73.51
              20360901         NO PP                            0               90
              20361101         NO PP                            0            64.93
              20360901         NO PP                            0            73.48
              20360901         NO PP                            0            56.44
              20360901         NO PP                          120            72.09
              20360901         NO PP                            0            74.19
              20360901         NO PP                            0            74.96
              20360901         NO PP                            0            41.27
              20361001         NO PP                            0            42.73
              20361001         NO PP                            0            41.86
              20361101         NO PP                            0            71.56
              20360901         NO PP                            0            27.41
              20361201         NO PP                            0            59.41
              20361001         NO PP                          120            88.81
              20361201         NO PP                            0            55.81
              20361101         NO PP                          120            78.42
              20361101         NO PP                          120            48.42
              20361001         NO PP                            0            76.25
              20361101         NO PP                            0            49.09
              20361201         NO PP                          120            63.86
              20370101         NO PP                          120               80
              20370101         NO PP                            0            51.89
              20361001         NO PP                            0            79.37
              20361001         NO PP                            0               80
              20361201         NO PP                            0               80
              20361101         NO PP                          120            67.42
              20361101         NO PP                          120            55.54
              20361201         NO PP                          120               72
              20361201         NO PP                          120            85.73
              20361201         NO PP                          120            72.13
              20361201         NO PP                          120            55.76
              20361201         NO PP                            0               75
              20370101         NO PP                          120            82.97
              20370101         NO PP                          120            67.88
              20370101         NO PP                          120               80
              20370101         NO PP                          120               80
              20361101         NO PP                          120            79.39
              20361101         NO PP                          120            72.63
              20361101         NO PP                          120            94.24
              20361201         NO PP                            0            71.43
              20361201         NO PP                          120            70.65
              20361201         NO PP                            0            71.73
              20361201         NO PP                            0            50.48
              20361201         NO PP                          120            66.18
              20361201         NO PP                            0               80
              20361201         NO PP                            0               80
              20361201         NO PP                            0            66.99
              20361201         NO PP                          120            60.67
              20361201         NO PP                          120            79.45
              20361201         NO PP                          120            70.68
              20370101         NO PP                            0            57.71
              20361201         NO PP                            0               80
              20370101         NO PP                            0            58.62
              20361201         NO PP                          120               80
              20370101         NO PP                          120            69.67
              20370101         NO PP                          120             64.2
              20361201         NO PP                          120            59.09
              20361201         NO PP                            0            74.21
              20370101         NO PP                          120               80
              20361001         NO PP                            0             88.1
              20361101         NO PP                          120               80
              20361201         NO PP                            0            54.82
              20361101         NO PP                          120               80
              20361201         NO PP                            0             62.5
              20370101         NO PP                          120            64.65
              20361201         NO PP                            0               95
              20361001         NO PP                            0            79.11
              20361201         NO PP                            0            83.56
              20361201         NO PP                            0            63.67
              20370101         NO PP                            0            89.03
              20361201         NO PP                          120               85
              20361201         NO PP                            0            66.04
              20361201         NO PP                          120               90
              20361201         NO PP                            0               95
              20361201         NO PP                          120               95
              20370101         NO PP                            0            63.41
              20361201         NO PP                            0            85.14
              20370101         NO PP                            0            79.91
              20370101         NO PP                            0            76.82
              20361101         NO PP                          120            78.63
              20361201         NO PP                            0            72.03
              20361201         NO PP                          120               70
              20361101         NO PP                          120            65.48
              20361201         NO PP                          120               75
              20361201         NO PP                          120            72.71
              20370101         NO PP                            0               80
              20370101         NO PP                          120            69.86
              20361201         NO PP                            0            85.45
              20370101         NO PP                            0            94.96
              20361001         NO PP                            0            58.24
              20361001         NO PP                            0            77.63
              20361101         NO PP                            0            63.49
              20361201         NO PP                            0               80
              20361201         NO PP                          120            78.48
              20361201         NO PP                            0            35.29
              20370101         NO PP                            0            85.28
              20370101         NO PP                            0             77.6
              20360901         NO PP                            0            89.51
              20361201         NO PP                            0            61.82
              20361201         NO PP                            0            71.79
              20361201         NO PP                          120            58.51
              20370101         NO PP                            0               80
              20370101         NO PP                            0               95
              20370101         NO PP                          120            52.92
              20361101         NO PP                          120            86.22
              20361201         NO PP                            0            68.26
              20361201         NO PP                          120            69.88
              20360901         NO PP                            0               90
              20361001         NO PP                            0               90
              20361101         NO PP                            0            91.27
              20361101         NO PP                          120            79.99
              20361201         NO PP                            0               50
              20370101         NO PP                            0               90
              20370101         NO PP                          120            79.77
              20361101         NO PP                          120               70
              20361201         NO PP                            0               95
              20361201         NO PP                            0               80
              20361101         NO PP                            0            79.75
              20361201         NO PP                          120            55.56
              20361201         NO PP                            0               90
              20361201         NO PP                          120            94.88
              20361201         NO PP                          120               90
              20361201         NO PP                            0              100
              20361201         NO PP                          120            71.56
              20361201         NO PP                            0              100
              20361201         NO PP                            0               75
              20361201         NO PP                            0               80
              20361201         NO PP                            0            43.63
              20361201         NO PP                          120              100
              20361201         NO PP                            0            99.53
              20361201         NO PP                          120               80
              20361201         NO PP                          120               80
              20361201         NO PP                            0               90
              20361201         NO PP                            0              100
              20361201         NO PP                            0               90
              20361101         NO PP                            0            26.83
              20361201         NO PP                          120               65
              20361201         NO PP                            0               50
              20361201         NO PP                            0             64.4
              20361101         NO PP                          120            92.63
              20361201         NO PP                            0            58.82
              20361101         NO PP                            0              100
              20311201         NO PP                            0               95
              20361201         NO PP                            0            62.22
              20361201         NO PP                            0               95
              20361201         NO PP                          120            79.26
              20361201         NO PP                            0            50.46
              20361201         NO PP                          120               90
              20361201         NO PP                            0             78.6
              20361201         NO PP                            0            76.43
              20361101         NO PP                            0              100
              20351001         3Y PP                            0            62.18
              20361201         NO PP                          120            89.99
              20360801         NO PP                            0            64.89



      
      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        C

      


      [Reserved]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D

       

      REQUEST
        FOR RELEASE OF DOCUMENTS

       

      To:        
         Wells
        Fargo Bank, N.A.

      1015
        10th
        Avenue

      Minneapolis,
        Minnesota 55414

      


      
        	
                RE:

              	
                Custodial
                  Agreement dated as of

              


      

      March
        30,
        2007, among SAMI II,

      EMC
        Mortgage Corporation, as

      Master
        Servicer, U.S. Bank National

      Association
        as Trustee and Wells Fargo

      Bank,
        National Association as Custodian

      


      In
        connection with the administration of the Mortgage Loans held by you pursuant
        to
        the above-captioned Custodial Agreement, we request the release, and hereby
        acknowledge receipt, of the Mortgage File for the Mortgage Loan described
        below,
        for the reason indicated.

       

      Mortgage
        Loan Number:

       

      Mortgagor
        Name, Address & Zip Code:

       

      Reason
        for Requesting Documents (check one):

       

      
        	
                _____

              	
                1.

              	
                Mortgage
                  Paid in Full and proceeds have been deposited into the Custodial
                  Account

              
	
                _____

              	
                2.

              	
                Foreclosure

              
	
                _____

              	
                3.

              	
                Substitution

              
	
                _____

              	
                4.

              	
                Other
                  Liquidation

              
	
                _____

              	
                5.

              	
                Nonliquidation                     Reason: _________________________

              
	
                _____

              	
                6.

              	
                California
                  Mortgage Loan paid in full

              


      

      


      
        	
                By:

              	 
	 	
                (authorized
                  signer)

              
	
                Issuer:

              	 
	
                Address:

              	 
	
                Date:

              	 


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        E

       

      FORM
        OF
        TRANSFEREE AFFIDAVIT AND AGREEMENT

       

      Affidavit
        pursuant to Section 860E(e)(4) of the Internal Revenue Code of 1986, as amended,
        and for other purposes

      


      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

       

      The
        undersigned is the [Title of Officer] of [Name of Transferee] (the “Investor”),
        the proposed transferee of an Ownership Interest in the Prime
        Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1,
        Class
        [R-1][R-2] Certificates (the “Certificates”) issued pursuant to the Pooling and
        Servicing Agreement, dated as of March 1, 2007 (the “Agreement”), among
        Structured Asset Mortgage Investments II Inc. as depositor (the “Depositor”),
        EMC Mortgage Corporation as seller and master servicer, and U.S. Bank National
        Association as trustee (the “Trustee”),
        and
        makes this affidavit on behalf of the Investor for the benefit of the Depositor
        and the Trustee. Capitalized terms used, but not defined herein, shall have
        the
        meanings ascribed to such terms in the Agreement. 

       

      1.  The
        Investor is, as of the date hereof, and will be, as of the date of the Transfer,
        a Permitted Transferee. The Investor is not acquiring its ownership interest
        in
        the Certificates for the account of a Person other than a Permitted Transferee.
        

       

      2.  The
        Investor has been advised and understands that (i) a tax will be imposed on
        Transfers of the Certificates to Persons that are not Permitted Transferees;
        (ii) such tax will be imposed on the transferor, or, if such Transfer is
        through an agent (which includes a broker, nominee or middleman) for a Person
        that is not a Permitted Transferee, on the agent; and (iii) the Person
        otherwise liable for the tax shall be relieved of liability for the tax if
        a
        subsequent transferee furnishes to such Person an affidavit that such subsequent
        transferee is a Permitted Transferee, and at the time of Transfer, such Person
        does not have actual knowledge that the affidavit is false.

       

      3.  The
        Investor has been advised and understands that a tax will be imposed on a
        “pass-through entity” holding the Certificates if at any time during the taxable
        year of the pass-through entity a Person that is not a Permitted Transferee
        is
        the record holder of an interest in such entity. The Investor understands
        that
        such tax will not be imposed for any period with respect to which the record
        holder furnishes to the pass-through entity an affidavit that such record
        holder
        is a Permitted Transferee and the pass-through entity does not have actual
        knowledge that such affidavit is false. (For this purpose, a “pass-through
        entity” includes a regulated investment company, a real estate investment trust
        or common trust fund, a partnership, trust or estate, and certain cooperatives
        and, except as may be provided in Treasury regulations, Persons holding
        interests in pass-through entities as a nominee for another
        Person.)

       

      4.  The
        Investor has reviewed the provisions of Section 6.02(i) of the Agreement
        and
        understands the legal consequences of the acquisition of an Ownership Interest
        in the Certificates, including, without limitation, the restrictions on
        subsequent Transfers and the provisions regarding voiding any prohibited
        Transfers and mandatory sales. The Investor expressly agrees to be bound
        by, and
        to abide by, such provisions of the Agreement and the restrictions noted
        on the
        face of the Certificates. The Investor understands and agrees that any breach
        of
        any of the representations included herein shall render the Transfer of the
        Certificates to the Investor contemplated hereby null and void. The Investor
        consents to any amendment of the Agreement that shall be deemed necessary
        by the
        Depositor (upon advice of nationally recognized counsel) to constitute a
        reasonable arrangement to ensure that the Certificates will not be owned
        directly or indirectly by a Person other than a Permitted
        Transferee.

       

      5.  The
        Investor agrees not to Transfer the Certificates, or cause the Transfer of
        the
        Certificates by a Person for whom the Investor is acting as nominee, trustee
        or
        agent, in each case unless it has received an affidavit and agreement in
        substantially the same form as this affidavit and agreement containing these
        same representations and covenants from the subsequent transferee. In connection
        with any such Transfer by the Investor, the Investor agrees to deliver to
        the
        Trustee and the Depositor an
        affidavit
        substantially in the form set forth as Exhibit R to the Agreement to the
        effect that the Investor has no actual knowledge that the Person to which
        the
        Transfer is to be made is not a Permitted Transferee.

       

      6.  The
        Investor has historically paid its debts as they have come due, intends to
        pay
        its debts as they come due in the future, and understands that the taxes
        associated with holder an ownership interest in the Certificates may exceed
        the
        cash flow with respect thereto in some or all periods and intends to pay
        such
        taxes as they become due. The Investor does not have the intention, and no
        purpose of the Transfer of the Certificates to the Investor is, to impede
        the
        assessment or collection of any tax legally required to be paid with respect
        to
        the Certificates.

       

      7.  The
        Investor’s U.S. taxpayer identification number is [_____________].

       

      8.  The
        Investor is a “United States person” within the meaning of Section 7701(a)(30)
        of the Code (a “United State Person”).

       

      9.  The
        Investor is aware that the Certificates may be a “noneconomic residual interest”
within the meaning of Treasury regulations promulgated under Section 860E
        of the
        Code and that the transferor of a noneconomic residual interest will remain
        liable for any taxes due with respect to the income on such residual interest,
        unless no significant purpose of the transfer was to impede the assessment
        or
        collection of tax.

       

      10.  The
        Investor will not cause income from the Certificates to be attributable to
        a
        foreign permanent establishment or fixed base, within the meaning of an
        applicable income tax treaty, of the Investor or any other United States
        Person.

       

      11.  Check
        one
        of the following:

       

      [_]  The
        Transfer of the Certificates complies with U.S. Treasury Regulation Sections
        1.860E-1(c)(7) and (8) and, accordingly:

       

      (i) the
        present value of the anticipated tax liabilities associated with holding
        the
        Certificates does not exceed the sum of:

       

      
        	 	
                (a)

              	
                the
                  present value of any consideration given to the Investor to acquire
                  such
                  Certificates;

              


      

       

      
        	 	
                (b)

              	
                the
                  present value of the expected future distributions on such Certificates;
                  and

              


      

       

      
        	 	
                (c)

              	
                the
                  present value of the anticipated tax savings associated with holding
                  such
                  Certificates as the related REMIC generates losses;
                  and

              


      

       

      (ii) the
        Transfer of the Certificates will not result in such Certificates being held,
        directly or indirectly, by a foreign permanent establishment or fixed base,
        within the meaning of an applicable income tax treaty, of the Investor or
        any
        other United States Person.

       

      For
        purposes of the calculation in clause (i) above, (x) the Investor is assumed
        to
        pay tax at the highest rate currently specified in Section 11(b)(1) of the
        Code
        (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of
        the highest rate specified in Section 11(b)(1) of the Code if the Investor
        has
        been subject to the alternative minimum tax under Section 55 of the Code
        in the
        preceding two years and will compute its taxable income in the current taxable
        year using the alternative minimum tax rate) and (y) present values are computed
        using a discount rate equal to the short-term Federal rate prescribed by
        Section
        1274(d) of the Code for the month of the transfer and the compounding period
        used by the Investor.

       

      [_]  The
        Transfer of the Certificates complies with U.S. Treasury Regulation Sections
        1.860E-1(c)(5) and (6) and, accordingly:

       

      
        	 	
                (i)

              	
                the
                  Investor is an “eligible corporation,” as defined in U.S. Treasury
                  Regulation Section 1.860E-1(c)(6)(i), as to which income from the
                  Certificates will only be taxed in the United
                  States;

              


      

       

      
        	 	
                (ii)

              	
                at
                  the time of the Transfer, and at the close of the Investor’s two fiscal
                  years preceding the fiscal year of the transfer, the Investor had
                  gross
                  assets for financial reporting purposes (excluding any obligation
                  of a
                  “related person” to the Investor within the meaning of U.S. Treasury
                  Regulation Section 1.860E-1(c)(6)(ii) and any other asset the principal
                  purpose of which is to permit the Investor to satisfy the condition
                  of
                  this clause (ii)) in excess of $100 million and net assets in excess
                  of
                  $10 million;

              


      

       

      
        	 	
                (iii)

              	
                the
                  Investor will transfer the Certificates only to another “eligible
                  corporation,” as defined in U.S. Treasury Regulation Section
                  1.860E-1(c)(6)(i), in a transaction in which the requirements of
                  U.S. Treasury Regulation Sections 1.860E-1(c)(4)(i), (ii) and (iii)
                  and -1(c)(5) are satisfied and, accordingly, the subsequent transferee
                  provides a similar affidavit with this box checked;
                  and

              


      

       

      
        	 	
                (iv)

              	
                the
                  Investor determined the consideration paid to it to acquire the
                  Certificates based on reasonable market assumptions (including,
                  but not
                  limited to, borrowing and investment rates, prepayment and loss
                  assumptions, expense and reinvestment assumptions, tax rates and
                  other
                  factors specific to the Investor) that it has determined in good
                  faith and
                  has concluded that such consideration, together with other assets
                  of the
                  Investor, will be sufficient to cover the taxes associated with
                  the
                  Certificates.

              


      

       

      [_]  None
        of the above.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to authority of its Board of Directors, by its [Title of
        Officer] this ____ day of _________, 20__.

       

      
        	 	 	 	 	 	 	
                [NAME
                  OF INVESTOR]

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	
                Name:

              	
                [Name
                  of Officer]

              
	 	 	 	 	 	 	
                Title:

              	
                [Title
                  of Officer]

              
	 	 	 	 	 	 	 	
                [Address
                  of Investor for receipt of distributions]

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                Address
                  of Investor for receipt of tax
                  information:

              


      

      


       

      Personally
        appeared before me the above-named [Name of Officer], known or proved to
        me to
        be the same person who executed the foregoing instrument and to be the [Title
        of
        Officer] of the Investor, and acknowledged to me that he/she executed the
        same
        as his/her free act and deed and the free act and deed of the
        Investor.

       

      Subscribed
        and sworn before me this ___ day of _________, 20___.

       

      NOTARY
        PUBLIC

       

      COUNTY
        OF

       

      STATE
        OF

       

      My
        commission expires the ___ day of ___________________, 20___.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      EXHIBIT
        F-1

       

      FORM
        OF
        INVESTMENT LETTER

       

      [Date]

      [SELLER]

       

      U.S.
        Bank
        National Association

      One
        Federal Street, 3rd Floor

      Boston,
        Massachusetts 02110

      


      Structured
        Asset Mortgage Investments II Inc.

      383
        Madison Avenue

      New
        York,
        New York 10179

       

      
        	
                Re:

              	
                Structured
                  Asset Mortgage Investments II Inc., Prime Mortgage Trust, Series
                  2007-1
                  Mortgage Pass-Through Certificates (the “Certificates”), including the
                  Class B-4, Class B-5 and Class B-6 Certificates (the
                  “Privately
                  Offered Certificates”)

              


      

      Dear
        Ladies and Gentlemen:

       

      In
        connection with our purchase of the [Privately Offered Certificates], we
        confirm
        that:

       

      
        	 	
                (i)

              	
                we
                  understand that the Privately Offered Certificates are not being
                  registered under the Securities Act of 1933, as amended (the “Act”) or any
                  applicable state securities or “Blue Sky” laws, and are being sold to us
                  in a transaction that is exempt from the registration requirements
                  of such
                  laws;

              


      

       

      
        	 	
                (ii)

              	
                any
                  information we desired concerning the Certificates, including the
                  Privately Offered Certificates, the trust in which the Certificates
                  represent the entire beneficial ownership interest (the “Trust”) or any
                  other matter we deemed relevant to our decision to purchase Privately
                  Offered Certificates has been made available to
                  us;

              


      

       

      
        	 	
                (iii)

              	
                we
                  are able to bear the economic risk of investment in Privately Offered
                  Certificates; we are an institutional “accredited investor” as defined in
                  Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under
                  the Act
                  and a sophisticated institutional
                  investor;

              


      

       

      
        	 	
                (iv)

              	
                we
                  are acquiring Privately Offered Certificates for our own account,
                  not as
                  nominee for any other person, and not with a present view to any
                  distribution or other disposition of the Privately Offered
                  Certificates;

              


      

       

      
        	 	
                (v)

              	
                we
                  agree the Privately Offered Certificates must be held indefinitely
                  by us
                  (and may not be sold, pledged, hypothecated or in any way disposed
                  of)
                  unless subsequently registered under the Act and any applicable
                  state
                  securities or “Blue Sky” laws or an exemption from the registration
                  requirements of the Act and any applicable state securities or
“Blue Sky”
                  laws is available;

              


      

       

      
        	 	
                (vi)

              	
                we
                  agree that in the event that at some future time we wish to dispose
                  of or
                  exchange any of the Privately Offered Certificates (such disposition
                  or
                  exchange not being currently foreseen or contemplated), we will
                  not
                  transfer or exchange any of the Privately Offered Certificates
                  unless:

              


      

       

      (A)
        (1)
        the sale is to an Eligible Purchaser (as defined below), (2) if required
        by the
        Pooling and Servicing Agreement (as defined below) a letter to substantially
        the
        same effect as either this letter or, if the Eligible Purchaser is a Qualified
        Institutional Buyer as defined under Rule 144A of the Act, the Rule 144A
        and
        Related Matters Certificate in the form attached to the Pooling and Servicing
        Agreement (as defined below) (or such other documentation as may be acceptable
        to the Trustee) is executed promptly by the purchaser and delivered to the
        addressees hereof and (3) all offers or solicitations in connection with
        the
        sale, whether directly or through any agent acting on our behalf, are limited
        only to Eligible Purchasers and are not made by means of any form of general
        solicitation or general advertising whatsoever; and

       

      (B) if
        the
        Privately Offered Certificates is not registered under the Act (as to which
        we
        acknowledge you have no obligation), the Privately Offered Certificates is
        sold
        in a transaction that does not require registration under the Act and any
        applicable state securities or “blue sky” laws and, if U.S. Bank National
        Association (the “Trustee”) so requests, a satisfactory Opinion of Counsel is
        furnished to such effect, which Opinion of Counsel shall be an expense of
        the
        transferor or the transferee;

       

      
        	 	
                (vii)

              	
                we
                  agree to be bound by all of the terms (including those relating
                  to
                  restrictions on transfer) of the Pooling and Servicing, pursuant
                  to which
                  the Trust was formed; we have reviewed carefully and understand
                  the terms
                  of the Pooling and Servicing
                  Agreement;

              


      

       

      
        	 	
                (viii)

              	
                we
                  either: (i) are not acquiring the Privately Offered Certificates
                  directly
                  or indirectly by, or on behalf of, an employee benefit plan or
                  other
                  retirement arrangement which is subject to Title I of the Employee
                  Retirement Income Security Act of 1974, as amended, or section
                  4975 of the
                  Internal Revenue Code of 1986, as amended, or (ii) are providing
                  a
                  representation to the effect that the proposed transfer and holding
                  of a
                  Privately Offered Certificates and the servicing, management and
                  operation
                  of the Trust and its assets: (I) will not result in any prohibited
                  transaction which is not covered under an individual or class prohibited
                  transaction exemption, including, but not limited to, Prohibited
                  Transaction Class Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE 90-1, PTCE
                  95-60, or PTCE 96-23 and (II) will not give rise to any additional
                  obligations on the part of the Depositor, the Master Servicer or
                  the
                  Trustee or (iii) have attached hereto the opinion specified in
                  Section
                  5.07 of the Agreement.

              


      

       

      
        	 	
                (ix)

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

              


      

       

      “Eligible
        Purchaser”
        means a
        corporation, partnership or other entity which we have reasonable grounds
        to
        believe and do believe (i) can make representations with respect to itself
        to
        substantially the same effect as the representations set forth herein, and
        (ii)
        is either a Qualified Institutional Buyer as defined under Rule 144A of the
        Act
        or an institutional “Accredited Investor” as defined under Rule 501 of the
        Act.

       

      Terms
        not
        otherwise defined herein shall have the meanings assigned to them in the
        Pooling
        and Servicing Agreement, dated as of March 1, 2007, among Structured Asset
        Mortgage Investments II Inc., EMC Mortgage Corporation, as seller and master
        servicer and U.S. Bank National Association as Trustee (the “Pooling and
        Servicing Agreement’).

       

      If
        the
        Purchaser proposes that its Certificates be registered in the name of a nominee
        on its behalf, the Purchaser has identified such nominee below, and has caused
        such nominee to complete the Nominee Acknowledgment at the end of this
        letter.

       

      Name
        of
        Nominee (if any): _______________________________ 


      IN
        WITNESS WHEREOF, this document has been executed by the undersigned who is
        duly
        authorized to do so on behalf of the undersigned Eligible Purchaser on the
        ___
        day of ________, 20___.

       

      
        	
                Very
                  truly yours,

                 

                [PURCHASER]

              
	 	 
	
                By:

              	 
	 	
                (Authorized
                  Officer)

              
	 	 
	
                By:

              	 
	 	
                Attorney-in-fact]

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      Nominee
        Acknowledgment

       

      The
        undersigned hereby acknowledges and agrees that as to the Certificates being
        registered in its name, the sole beneficial owner thereof is and shall be
        the
        Purchaser identified above, for whom the undersigned is acting as
        nominee.

       

      


       

      
        	
                [NAME
                  OF NOMINEE]

              
	 	 
	
                By:

              	 
	 	
                (Authorized
                  Officer)

              
	 	 
	
                By:

              	 
	 	
                Attorney-in-fact]

              


      

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        F-2

       

      FORM
        OF
        RULE 144A AND RELATED MATTERS CERTIFICATE

       

      [SELLER][Date]

       

      U.S.
        Bank
        National Association

      One
        Federal Street, 3rd Floor

      Boston,
        Massachusetts 02110

      


      Structured
        Asset Mortgage Investments II Inc.

      383
        Madison Avenue

      New
        York,
        New York 10179

       

      
        	
                Re:

              	
                Structured
                  Asset Mortgage Investments II Inc., Prime Mortgage Trust, Series
                  2007-1
                  Mortgage Pass-Through Certificates (the “Certificates”), including the
                  Class B-4, Class B-5 and Class B-6 Certificates (the
                  “Privately
                  Offered Certificates”)

              


      

      


       

      Dear
        Ladies and Gentlemen:

       

      In
        connection with our purchase of Privately Offered Certificates, the undersigned
        certifies to each of the parties to whom this letter is addressed that it
        is a
        qualified institutional buyer (as defined in Rule 144A under the Securities
        Act
        of 1933, as amended (the “Act”)) as follows:

       

      
        	
                1.

              	
                It
                  owned and/or invested on a discretionary basis eligible securities
                  (excluding affiliate’s securities, bank deposit notes and CD’s, loan
                  participations, repurchase agreements, securities owned but subject
                  to a
                  repurchase agreement and swaps), as described
                  below:

              


      

       

      Date:
        ______________, 20__ (must be on or after the close of its most recent fiscal
        year)

       

      Amount:
        $
        _____________________; and

       

      2. The
        dollar amount set forth above is:

       

      a.                            
         greater
        than $100 million and the undersigned is one of the following
        entities:

       

      (x)          
         an
        insurance company as defined in Section 2(13) of the Act1 ;
        or

       

      
        	 	
                (y)

              	
                an
                  investment company registered under the Investment Company Act
                  or any
                  business development company as defined in Section 2(a)(48) of
                  the
                  Investment Company Act of 1940; or

              


      

       

      
        	 	
                (z)

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

              


      

       

      
        	 	
                (aa)

              	
                a
                  plan (i) established and maintained by a state, its political
                  subdivisions, or any agency or instrumentality of a state or its
                  political
                  subdivisions, the laws of which permit the purchase of securities
                  of this
                  type, for the benefit of its employees and (ii) the governing investment
                  guidelines of which permit the purchase of securities of this type;
                  or

              


      

       

      
        	 	
                (bb)

              	
                a
                  business development company as defined in Section 202(a)(22) of
                  the
                  Investment Advisers Act of 1940; or

              


      

       

      
        	 	
                (cc)

              	
                a
                  corporation (other than a U.S. bank, savings and loan association
                  or
                  equivalent foreign institution), partnership, Massachusetts or
                  similar
                  business trust, or an organization described in Section 501(c)(3)
                  of the
                  Internal Revenue Code; or

              


      

       

      
        	 	
                (dd)

              	
                a
                  U.S. bank, savings and loan association or equivalent foreign institution,
                  which has an audited net worth of at least $25 million as demonstrated
                  in
                  its latest annual financial statements;
                  or

              


      

       

      
        	 	
                (ee)

              	
                an
                  investment adviser registered under the Investment Advisers Act;
                  or

              


      

       

      
        	 	
                b.

              	
                greater
                  than $10 million, and the undersigned is a broker-dealer registered
                  with
                  the SEC; or

              


      

       

      
        	 	
                c.

              	
                less
                  than $10 million, and the undersigned is a broker-dealer registered
                  with
                  the SEC and will only purchase Rule 144A securities in transactions
                  in
                  which it acts as a riskless principal (as defined in Rule 144A);
                  or

              


      

       

      
        	 	
                d.

              	
                less
                  than $100 million, and the undersigned is an investment company
                  registered
                  under the Investment Company Act of 1940, which, together with
                  one or more
                  registered investment companies having the same or an affiliated
                  investment adviser, owns at least $100 million of eligible securities;
                  or

              


      

       

      
        	 	
                e.

              	
                less
                  than $100 million, and the undersigned is an entity, all the equity
                  owners
                  of which are qualified institutional
                  buyers.

              


      

       

      The
        undersigned further certifies that it is purchasing a Privately Offered
        Certificates for its own account or for the account of others that independently
        qualify as “Qualified Institutional Buyers” as defined in Rule 144A. It is aware
        that the sale of the Privately Offered Certificates is being made in reliance
        on
        its continued compliance with Rule 144A. It is aware that the transferor
        may
        rely on the exemption from the provisions of Section 5 of the Act provided
        by
        Rule 144A. The undersigned understands that the Privately Offered Certificates
        may be resold, pledged or transferred only to (i) a person reasonably believed
        to be a Qualified Institutional Buyer that purchases for its own account
        or for
        the account of a Qualified Institutional Buyer to whom notice is given that
        the
        resale, pledge or transfer is being made in reliance in Rule 144A, or (ii)
        an
        institutional “accredited investor,” as such term is defined under Rule 501 of
        the Act in a transaction that otherwise does not constitute a public
        offering.

       

      The
        undersigned agrees that if at some future time it wishes to dispose of or
        exchange any of the Privately Offered Certificates, it will not transfer
        or
        exchange any of the Privately Offered Certificates to a Qualified Institutional
        Buyer without first obtaining a Rule 144A and Related Matters Certificate
        in the
        form hereof from the transferee and delivering such certificate to the
        addressees hereof. Prior to making any transfer of Privately Offered
        Certificates, if the proposed Transferee is an institutional “accredited
        investor,” the transferor shall obtain from the transferee and deliver to the
        addressees hereof an Investment Letter in the form attached to the Pooling
        and
        Servicing Agreement, dated as of March 1, 2007, among Structured Asset Mortgage
        Investments II Inc., EMC Mortgage Corporation and U.S. Bank National
        Association, as Trustee, pursuant to Certificates were issued.

       

      The
        undersigned certifies that it either: (i) is not acquiring the Privately
        Offered
        Certificates directly or indirectly by, or on behalf of, an employee benefit
        plan or other retirement arrangement which is subject to Title I of the Employee
        Retirement Income Security Act of 1974, as amended, or section 4975 of the
        Internal Revenue Code of 1986, as amended, or (ii) is providing a representation
        or an opinion of counsel to the effect that the proposed transfer and holding
        of
        a Privately Offered Certificates and the servicing, management and operation
        of
        the Trust and its assets: (I) will not result in any prohibited transaction
        which is not covered under a prohibited transaction exemption, including,
        but
        not limited to, Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE
        91-38, PTCE 90-1, PTCE 95-60, PTCE 96-23 and (II) will not give rise to any
        additional obligations on the part of the Depositor, the Master Servicer
        or the
        Trustee or (iii) has attached hereto the opinion specified in Section 5.07
        of
        the Agreement.

       

      If
        the
        Purchaser proposes that its Certificates be registered in the name of a nominee
        on its behalf, the Purchaser has identified such nominee below, and has caused
        such nominee to complete the Nominee Acknowledgment at the end of this
        letter.

       

      


       

      

        

        
          1 A
            purchase by an insurance company for one or more of its separate accounts,
            as
            defined by Section 2(a)(37) of the Investment Company Act of 1940, which
            are
            neither registered nor required to be registered thereunder, shall be
            deemed to
            be a purchase for the account of such insurance company. 

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      


      Name
        of
        Nominee (if any):

       

      IN
        WITNESS WHEREOF, this document has been executed by the undersigned who is
        duly
        authorized to do so on behalf of the undersigned Eligible Purchaser on the
        ____
        day of ___________, 20___.

       

      
        	
                Very
                  truly yours,

                 

                [PURCHASER]

              
	 	 
	
                By:

              	 
	 	
                (Authorized
                  Officer)

              
	 	 
	
                By:

              	 
	 	
                Attorney-in-fact]

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      NOMINEE
        ACKNOWLEDGMENT

       

      The
        undersigned hereby acknowledges and agrees that as to the Certificates being
        registered in its name, the sole beneficial owner thereof is and shall be
        the
        Purchaser identified above, for whom the undersigned is acting as
        nominee.

       

      
        	
                [NAME
                  OF NOMINEE]

              
	 	 
	
                By:

              	 
	 	
                (Authorized
                  Officer)

              
	 	 
	
                By:

              	 
	 	
                Attorney-in-fact]

              


      

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      



      EXHIBIT
        F-3

      


      


      FORM
        OF
        TRANSFER CERTIFICATE FOR EXCHANGE OR

      TRANSFER
        FROM RULE 144A GLOBAL CERTIFICATE TO

      REGULATION
        S GLOBAL CERTIFICATE

      


      


      U.S.
        Bank
        National Association

      One
        Federal Street, 3rd Floor

      Boston,
        Massachusetts 02110

      


      


      Reference
        is hereby made to the Pooling and Servicing Agreement (“Pooling and Servicing
        Agreement”), dated as of March 1, 2007, among Structured Asset Mortgage
        Investments II Inc., as Depositor, EMC Mortgage Corporation, as Seller and
        Master Servicer and U.S. Bank National Association as Trustee. Capitalized
        terms
        used but not defined herein are used as defined in the Pooling and Servicing
        Agreement:

      


      The
        undersigned (the “Transferor”)
        owns
        and proposes to transfer the interests in the Rule 144A Global Certificates
        specified in Annex A hereto (the “Certificates”)
        to
        __________ (the “Transferee”), in the principal amounts in such Rule 144A Global
        Certificates (the “Transfer”)
        as
        further specified in Annex A hereto. In connection with the Transfer, the
        Transferor hereby certifies that:

      


      
        	 	
                (a)

              	
                the
                  Transfer is being effected in accordance with transfer restrictions
                  set
                  forth in the Pooling and Servicing Agreement and the
                  Certificates;

              


      

      


      
        	 	
                (b)

              	
                the
                  Transfer is being effected pursuant to and in accordance with Rule
                  903 or
                  Rule 904 under the Securities Act of 1933, as amended (the “Securities
                  Act”)
                  and, accordingly, the Transferor hereby further certifies
                  that:

              


      

      


      
        	 	
                (i)

              	
                the
                  Transfer is not being made to a person in the United States and
                  (x) at the
                  time the buy order was originated, the Transferee was outside the
                  United
                  States or the Transferor and each Person acting on its behalf reasonably
                  believed and believes that the Transferee was outside the United
                  States or
                  (y) the transaction was executed in, on or through the facilities
                  of a
                  “designated offshore securities market” (as defined Rule 902 of Regulation
                  S under the Securities Act) and neither the Transferor nor any
                  Person
                  acting on its behalf knows that the transaction was prearranged
                  with a
                  buyer in the United States,

              


      

      



      
        	 	
                (ii)

              	
                no
                  directed selling efforts have been made in contravention of the
                  requirements of Rule 903 or Rule 904 of Regulation S under the
                  Securities
                  Act, and

              


      

      


      
        	 	
                (iii)

              	
                the
                  transaction is not part of a plan or scheme to evade the registration
                  requirements of the Securities Act.

              


      

      


      Upon
        consummation of the proposed transfer in accordance with the terms of the
        Pooling and Servicing Agreement, the transferred beneficial interest will
        be
        subject to the restrictions on transfer enumerated in the legends printed
        on the
        Regulation S Global Certificates by which the Transferee shall hold its interest
        and in the Pooling and Servicing Agreement and the Securities Act.

      


      Dated:  

      


      
        	
                Very
                  truly yours,

                [Name
                  of Transferor]

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


      



      ANNEX
        A

      


      The
        Transferor owns and proposes to transfer a beneficial interest in the
        following:

      


      
        	
                (i)

              	
                G

              	
                Class
                  [___] Rule 144A Global Certificate, principal amount of $_____________,
                  

              
	 	 	 
	
                (ii)

              	
                G

              	
                Class
                  [___] Rule 144A Global Certificate, principal amount of $_____________,
                  or

              
	 	 	 
	
                (iii)

              	
                G

              	
                Class
                  [___] Rule 144A Global Certificate, principal amount of
                  $_____________.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        F-4

      


      FORM
        OF
        TRANSFER CERTIFICATE FOR EXCHANGE OR

      TRANSFER
        FROM REGULATION S GLOBAL CERTIFICATE TO

      RULE
        144A
        GLOBAL CERTIFICATE

      


      U.S.
        Bank
        National Association

      One
        Federal Street, 3rd Floor

      Boston,
        Massachusetts 02110

      


      


      Reference
        is hereby made to the Pooling and Servicing Agreement (“Pooling and Servicing
        Agreement”), dated as of March 1, 2007, among Structured Asset Mortgage
        Investments II Inc., as Depositor, EMC Mortgage Corporation, as Seller and
        Master Servicer and U.S. Bank National Association as Trustee. Capitalized
        terms
        used but not defined herein are used as defined in the Pooling and Servicing
        Agreement:

      


      The
        undersigned (the “Transferor”)
        owns
        and proposes to transfer the interests in the Regulation S Global Certificates
        specified in Annex A hereto (the “Certificates”),
        in
        the principal amounts in such Regulation S Global Certificates (the
“Transfer”),
        as
        further specified in Annex A hereto. In connection with the Transfer, the
        Transferor hereby certifies that:

      


      
        	 	
                (a)

              	
                the
                  Transfer is being effected in accordance with transfer restrictions
                  set
                  forth in the Pooling and Servicing Agreement and the
                  Certificates;

              


      

      


      
        	 	
                (b)

              	
                the
                  Transfer is being effected pursuant to and in accordance with Rule
                  144A
                  under the Securities Act of 1933, as amended (the “Securities
                  Act”),
                  and, accordingly, the Transferor hereby further certifies
                  that:

              


      

      


      
        	 	
                (i)

              	
                the
                  Transferee is purchasing the beneficial interest for its own account,
                  or
                  for one or more accounts with respect to which the Transferee exercises
                  sole investment discretion,

              


      

      


      
        	 	
                (ii)

              	
                the
                  Transferor reasonably believes that the Transferee and each such
                  account
                  is a “qualified institutional buyer” within the meaning of Rule 144A,
                  and

              


      

      


      
        	 	
                (iii)

              	
                the
                  Transfer is in compliance with any applicable blue sky securities
                  laws of
                  any state of the United States.

              


      

      


      


      



      Upon
        consummation of the proposed Transfer in accordance with the terms of the
        Pooling and Servicing Agreement, the transferred beneficial interest will
        be
        subject to the restrictions on transfer enumerated in the legends printed
        on the
        Rule 144A Global Certificates by which the Transferee shall hold its interest
        and in the Pooling and Servicing Agreement and the Securities Act.

      


      


      Dated: 

      


      
        	
                Very
                  truly yours,

                [Name
                  of Transferor]

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ANNEX
        A

      


      The
        Transferor owns and proposes to transfer a beneficial interest in the
        following:

      


      
        	
                (i)

              	
                G

              	
                Class
                  [___] Regulation S Global Certificate, principal amount of $_____________,
                  

              
	 	 	 
	
                (ii)

              	
                G

              	
                Class
                  [___] Regulation S Global Certificate, principal amount of $_____________,
                  or

              
	 	 	 
	
                (iii)

              	
                G

              	
                Class
                  [___] Regulation S Global Certificate, principal amount of
                  $_____________.

              


      

      


      


      


      



      EXHIBIT
        G

       

      FORM
        OF CUSTODIAL AGREEMENT

       

      THIS
        CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the
“Agreement”), dated as of March 30, 2007, by and among U.S. BANK NATIONAL
        ASSOCIATION, not individually but solely as trustee under the Pooling and
        Servicing Agreement defined below (including its successors under the Pooling
        and Servicing Agreement defined below, the “Trustee”), STRUCTURED ASSET MORTGAGE
        INVESTMENTS II INC., as depositor (together with any successor in interest,
        the
“Depositor”), EMC MORTGAGE CORPORATION, as
        master
        servicer (together
        with any successor in interest or successor under the Pooling and Servicing
        Agreement referred to below, the “Master Servicer”) and WELLS FARGO BANK,
        NATIONAL ASSOCIATION, as custodian (together with any successor in interest
        or
        any successor appointed hereunder, the “Custodian”).

       

      WITNESSETH
        THAT:

       

      WHEREAS,
        the Depositor, EMC Mortgage Corporation, as seller (in such capacity, “EMC” or
        the “Seller”), the Master Servicer and the Trustee have entered into a Pooling
        and Servicing Agreement, dated as of March 1, 2007, relating to the issuance
        of
        Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1 (as
        in
        effect on the date of this agreement, and as amended and supplemented from
        time
        to time, the “Pooling and Servicing Agreement”).

       

      WHEREAS,
        the Custodian has agreed to act as agent for the Trustee on behalf of the
        Certificateholders for the purposes of receiving and holding certain documents
        and other instruments delivered by the Depositor, the Seller or the Master
        Servicer under the Pooling and Servicing Agreement and the Servicers under
        their
        respective Servicing Agreements, all upon the terms, conditions and obligations
        and subject to the limitations hereinafter set forth. In the event any custodian
        terms, conditions and obligations are defined in the Pooling and Servicing
        Agreement, this custodial agreement shall supersede.

       

      NOW,
        THEREFORE, in consideration of the premises and the mutual covenants and
        agreements hereinafter set forth, the Trustee, the Depositor, the Master
        Servicer and the Custodian hereby agree as follows:

       

      ARTICLE
        I

      DEFINITIONS

       

      Capitalized
        terms used in this Agreement and not defined herein shall have the meanings
        assigned in the Pooling and Servicing Agreement, unless otherwise required
        by
        the context herein.

       

      ARTICLE
        II  

      CUSTODY
        OF MORTGAGE DOCUMENTS

       

      Section
        2.1.  Custodian
        to Act as Agent: Acceptance of Mortgage Files.
        The
        Custodian, as the duly appointed custodial agent of the Trustee for these
        purposes, acknowledges (subject to any exceptions noted in the Initial
        Certification referred to in Section 2.3(a)) receipt of the Mortgage Files
        relating to the Mortgage Loans identified on the schedule attached hereto
        (the
“Mortgage Files”) and declares that it holds and will hold such Mortgage Files
        as agent for the Trustee, in trust, for the use and benefit of all present
        and
        future Certificateholders.

       

      Section
        2.2.  Recordation
        of Assignments.
        If any
        Mortgage File includes one or more assignments of Mortgage that have not
        been
        recorded pursuant to the provisions of Section 2.01 of the Pooling and Servicing
        Agreement and the related Mortgage Loan is not a MOM Loan or the related
        Mortgaged Properties are located in jurisdictions specifically excluded by
        the
        Opinion of Counsel delivered to the Trustee pursuant to Section 2.01 of the
        Pooling and Servicing Agreement, each such assignment shall be delivered
        by the
        Custodian to the Depositor for the purpose of recording it in the appropriate
        public office for real property records, and the Depositor, at no expense
        to the
        Custodian, shall promptly cause to be recorded in the appropriate public
        office
        for real property records each such assignment of Mortgage and, upon receipt
        thereof from such public office, shall return each such assignment of Mortgage
        to the Custodian.

       

      Section
        2.3.  Review
        of Mortgage Files.

       

      (a)  On
        or
        prior to the Closing Date, in accordance with Section 2.02 of the Pooling
        and
        Servicing Agreement, the Custodian shall deliver to EMC, the Depositor, the
        Master Servicer and the Trustee an Initial Certification in the form annexed
        hereto as Exhibit One evidencing receipt (subject to any exceptions noted
        therein) of a Mortgage File for each of the Mortgage Loans listed on Schedule
        A
        attached hereto (the “Mortgage Loan Schedule”).

       

      (b)  Within
        90
        days of the Closing Date, the Custodian agrees, for the benefit of
        Certificateholders, to review, in accordance with the provisions of Section
        2.02
        of the Pooling and Servicing Agreement, each such document, and shall deliver
        to
        EMC, the Depositor, the Master Servicer and the Trustee an Interim Certification
        in the form annexed hereto as Exhibit Two to the effect that all such documents
        have been executed and received and that such documents relate to the Mortgage
        Loans identified on the Mortgage Loan Schedule, except for any exceptions
        listed
        on Schedule A attached to such Interim Certification. The Custodian shall
        be
        under no duty or obligation to inspect, review or examine said documents,
        instruments, certificates or other papers to determine that the same are
        genuine, enforceable, or appropriate for the represented purpose or that
        they
        have actually been recorded or that they are other than what they purport
        to be
        on their face.

       

      (c)  Not
        later
        than 180 days after the Closing Date, the Custodian shall review, for the
        benefit of Certificateholders, the Mortgage Files as provided in Section
        2.02 of
        the Pooling and Servicing Agreement and deliver to EMC, the Depositor, the
        Master Servicer and the Trustee a Final Certification in the form annexed
        hereto
        as Exhibit Three evidencing the completeness of the Mortgage Files.


       

      (d)  In
        reviewing the Mortgage Files as provided herein and in the Pooling and Servicing
        Agreement, the Custodian shall make no representation as to and shall not
        be
        responsible to verify (i) the validity, legality, enforceability, due
        authorization, recordability, sufficiency or genuineness of any of the documents
        included in any Mortgage File or (ii) the collectability, insurability,
        effectiveness or suitability of any of the documents in any Mortgage
        File.

       

      Upon
        receipt of written request from EMC, the Master Servicer or the Trustee,
        the
        Custodian shall as soon as practicable supply such Person with a list of
        all of
        the documents relating to the Mortgage Loans missing from the Mortgage
        Files.

       

      Section
        2.4.  Notification
        of Breaches of Representations and Warranties.
        Upon
        discovery by the Custodian of a breach of any representation or warranty
        made by
        the Depositor as set forth in the Pooling and Servicing Agreement with respect
        to a Mortgage Loan relating to a Mortgage File, the Custodian shall give
        prompt
        written notice to the Depositor, the Master Servicer and the
        Trustee.

       

      Section
        2.5.  Custodian
        to Cooperate: Release of Mortgage Files.
        Upon
        receipt of written notice from the Depositor that EMC has repurchased one
        or
        more Mortgage Loans pursuant to Article II of the Pooling and Servicing
        Agreement, and a request for release (a “Request for Release”) confirming that
        the purchase price therefor has been deposited in the Master Servicer Collection
        Account or the Distribution Account, then the Custodian agrees to promptly
        release to the Seller the related Mortgage Files.

       

      Upon
        the
        Custodian’s receipt of a Request for Release substantially in the form of
        Exhibit D to the Pooling and Servicing Agreement signed by a Servicing Officer
        of the related Servicer, stating that it has received payment in full of
        a
        Mortgage Loan or that payment in full will be escrowed in a manner customary
        for
        such purposes, the Custodian agrees promptly to release to the related Servicer,
        the related Mortgage File. The Depositor shall deliver to the Custodian and
        the
        Custodian agrees to review in accordance with the provisions of this Agreement
        the Mortgage Note and other documents constituting the Mortgage File with
        respect to any Substitute Mortgage Loan.

       

      From
        time
        to time as is appropriate for the servicing or foreclosure of any Mortgage
        Loan,
        including, for this purpose collection under any Primary Insurance Policy,
        the
        related Servicer (or if the Servicer does not, the Master Servicer) shall
        deliver to the Custodian a Request for Release signed by a Servicing Officer
        requesting that possession of all of the Mortgage File be released to the
        related
        Servicer
        and
        certifying as to the reason for such release and that such release will not
        invalidate any insurance coverage provided in respect of the Mortgage Loan
        under
        any of the Insurance Policies. Upon receipt of the foregoing, the Custodian
        shall deliver the Mortgage File to the related Servicer. All Mortgage Files
        so
        released to the related Servicer shall be held by it in trust for the Trustee
        for the use and benefit of all present and future Certificateholders. The
        related Servicer shall cause each Mortgage File or any document therein so
        released to be returned to the Custodian when the need therefor by the related
        Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated
        and
        the Liquidation Proceeds relating to the Mortgage Loan have been deposited
        in
        the Master Servicer Collection Account or the Distribution Account or (ii)
        the
        Mortgage File or such document has been delivered to an attorney, or to a
        public
        trustee or other public official as required by law, for purposes of initiating
        or pursuing legal action or other proceedings for the foreclosure of the
        Mortgaged Property either judicially or non-judicially, and the related Servicer
        has delivered to the Custodian a certificate of a Servicing Officer certifying
        as to the name and address of the Person to which such Mortgage File or such
        document was delivered and the purpose or purposes of such
        delivery.

       

      At
        any
        time that the related Servicer is required to deliver to the Custodian a
        Request
        for Release, the related Servicer shall deliver two copies of the Request
        for
        Release if delivered in hard copy or the related Servicer may furnish such
        Request for Release electronically to the Custodian, in which event the
        Servicing Officer transmitting the same shall be deemed to have signed the
        Request for Release. In connection with any Request for Release of a Mortgage
        File because of a repurchase of a Mortgage Loan, such Request for Release
        shall
        be followed by an assignment of mortgage, without recourse, representation
        or
        warranty from the Trustee to the Seller (unless such Mortgage Loan is a MOM
        Loan) and the related Mortgage Note shall be endorsed without recourse,
        representation or warranty by the Trustee and be returned to the Seller;
        provided, however, that in the case of a Mortgage Loan that is registered
        on the
        MERS System, no assignment of mortgage or endorsement of the Mortgage Note
        by
        the Trustee shall be required. In connection with any Request for Release
        of a
        Mortgage File because of the payment in full of a Mortgage Loan, such Request
        for Release shall be accompanied by a certificate of satisfaction or other
        similar instrument to be executed by or on behalf of the Trustee and returned
        to
        the related Servicer.

       

      Section
        2.6.  Assumption
        Agreements.
        In the
        event that any assumption agreement, substitution of liability agreement
        or sale
        of servicing agreement is entered into with respect to any Mortgage Loan
        subject
        to this Agreement in accordance with the terms and provisions of the Pooling
        and
        Servicing Agreement, the Master Servicer shall enforce any obligation of
        the
        related Servicer under the related Servicing Agreement to notify the Custodian
        that such assumption or substitution agreement has been completed by forwarding
        to the Custodian the original of such assumption or substitution agreement,
        which shall be added to the related Mortgage File and, for all purposes,
        shall
        be considered a part of such Mortgage File to the same extent as all other
        documents and instruments constituting parts thereof.

       

      ARTICLE
        III  

      CONCERNING
        THE CUSTODIAN

       

      Section
        3.1.  Custodian
        as Bailee and Agent of the Trustee.
        With
        respect to each Mortgage Note, Mortgage and other documents constituting
        each
        Mortgage File which are delivered to the Custodian, the Custodian is exclusively
        the bailee and custodial agent of the Trustee and has no instructions to
        hold
        any Mortgage Note or Mortgage for the benefit of any person other than the
        Trustee and the Certificateholders and undertakes to perform such duties
        and
        only such duties as are specifically set forth in this Agreement and in the
        Pooling and Servicing Agreement. Except upon compliance with the provisions
        of
        Section 2.5 of this Agreement, no Mortgage Note, Mortgage or Mortgage File
        shall
        be delivered by the Custodian to the Depositor, the Servicers or the Master
        Servicer or otherwise released from the possession of the
        Custodian.

       

      Section
        3.2.  Custodian
        May Own Certificates.
        The
        Custodian in its individual or any other capacity may become the owner or
        pledgee of Mortgage Pass-Through Certificates with the same rights it would
        have
        if it were not Custodian.

       

      Section
        3.3.  Trustee
        to Pay Custodian’s Fees.
        The
        Trustee covenants and agrees to pay to the Custodian from time to time, and
        the
        Custodian shall be entitled to, reasonable compensation for all services
        rendered by it in the exercise and performance of any of the powers and duties
        hereunder of the Custodian.

       

      Section
        3.4.  Custodian
        May Resign; Trustee May Remove Custodian.
        The
        Custodian may resign from the obligations and duties hereby imposed upon
        it as
        such obligations and duties relate to its acting as Custodian of the Mortgage
        Loans. Upon receiving such written notice of resignation, the Trustee shall
        either take custody of the Mortgage Files itself and give prompt written
        notice
        thereof to the Depositor, the Master Servicer and the Custodian, or promptly
        appoint a successor Custodian by written instrument, in duplicate, one copy
        of
        which instrument shall be delivered to the resigning Custodian and one copy
        to
        the successor Custodian. If the Trustee shall not have taken custody of the
        Mortgage Files and no successor Custodian shall have been so appointed and
        have
        accepted appointment within 30 days after the giving of such written notice
        of
        resignation, the resigning Custodian may petition any court of competent
        jurisdiction for the appointment of a successor Custodian.

       

      The
        Trustee may remove the Custodian at any time with the consent of the Master
        Servicer. In such event, the Trustee shall appoint, or petition a court of
        competent jurisdiction to appoint, a successor Custodian hereunder. Any
        successor Custodian shall be a depository institution subject to supervision
        or
        examination by federal or state authority, shall be able to satisfy the other
        requirements contained in Section 3.6 and shall be unaffiliated with the
        Servicer, or the Depositor.

       

      Any
        resignation or removal of the Custodian and appointment of a successor Custodian
        pursuant to any of the provisions of this Section 3.4 shall become effective
        upon acceptance of appointment by the successor Custodian. The Trustee shall
        give prompt notice to the Depositor and the Master Servicer of the appointment
        of any successor Custodian. No successor Custodian shall be appointed by
        the
        Trustee without the prior approval of the Depositor and the Master
        Servicer.

       

      Section
        3.5.  Merger
        or Consolidation of Custodian.
        Any
        Person into which the Custodian may be merged or converted or with which
        it may
        be consolidated, or any Person resulting from any merger, conversion or
        consolidation to which the Custodian shall be a party, or any Person succeeding
        to the business of the Custodian, shall be the successor of the Custodian
        hereunder, without the execution or filing of any paper or any further act
        on
        the part of any of the parties hereto, anything herein to the contrary
        notwithstanding; provided that such successor is a depository institution
        subject to supervision or examination by federal or state authority and is
        able
        to satisfy the other requirements contained in Section 3.6 and is unaffiliated
        with the Master Servicer or the Depositor.

       

      Section
        3.6.  Representations
        of the Custodian.
        The
        Custodian hereby represents that it is a depository institution subject to
        supervision or examination by a federal or state authority, has a combined
        capital and surplus of at least $15,000,000 and is qualified to do business
        in
        the jurisdictions in which it will hold any Mortgage File.

       

      ARTICLE
        IV

      COMPLIANCE
        WITH REGULATION AB

       

      Section
        4.1.  Intent
        of the Parties; Reasonableness.
        The
        parties hereto acknowledge and agree that the purpose of this Article IV
        is to
        facilitate compliance by the Depositor with the provisions of Regulation
        AB and
        related rules and regulations of the Commission. The Depositor shall not
        exercise its right to request delivery of information or other performance
        under
        these provisions other than in good faith, or for purposes other than compliance
        with the Securities Act, the Exchange Act and the rules and regulations of
        the
        Commission under the Securities Act and the Exchange Act. Each of the parties
        hereto acknowledges that interpretations of the requirements of Regulation
        AB
        may change over time, whether due to interpretive guidance provided by the
        Commission or its staff, consensus among participants in the mortgage-backed
        securities markets, advice of counsel, or otherwise, and agrees to comply
        with
        requests made by the Depositor in good faith for delivery of information
        under
        these provisions on the basis of evolving interpretations of Regulation AB.
        The
        Custodian shall cooperate reasonably with the Depositor to deliver to the
        Depositor (including any of its assignees or designees), any and all disclosure,
        statements, reports, certifications, records and any other information necessary
        in the reasonable, good faith determination of the Depositor to permit the
        Depositor to comply with the provisions of Regulation AB.

       

      Section
        4.2.  Additional
        Representations and Warranties of the Custodian.

       

      (a)  The
        Custodian hereby represents and warrants that the information set forth in
        the
        Prospectus Supplement under the caption “Description of the Certificates - The
        Custodians” (the “Custodian Disclosure”) does not contain any untrue statement
        of a material fact or omit to state a material fact required to be stated
        therein or necessary in order to make the statements therein, in the light
        of
        the circumstances under which they were made, not misleading.

       

      (b)  The
        Custodian shall be deemed to represent to the Depositor as of the date hereof
        and on each date on which information is provided to the Depositor under
        Section
        4.3 that, except as disclosed in writing to the Depositor prior to such date:
        (i) there are no aspects of its financial condition that could have a material
        adverse effect on the performance by it of its Custodian obligations under
        this
        Agreement or any other Securitization Transaction as to which it is the
        custodian; (ii) there are no material legal or governmental proceedings pending
        (or known to be contemplated) against it; and (iii) there are no affiliations,
        relationships or transactions relating to the Custodian with respect to the
        Depositor or any sponsor, issuing entity, servicer, trustee, originator,
        significant obligor, enhancement or support provider or other material
        transaction party (as such terms are used in Regulation AB) relating to the
        Securitization Transaction contemplated by the Agreement, as identified by
        the
        Depositor to the Custodian in writing as of the Closing Date (each, a
“Transaction Party”).

       

      (c)  If
        so
        requested by the Depositor on any date following the Closing Date, the Custodian
        shall, within five Business Days following such request, confirm in writing
        the
        accuracy of the representations and warranties set forth in paragraph (a)
        of
        this Section or, if any such representation and warranty is not accurate
        as of
        the date of such confirmation, provide reasonably adequate disclosure of
        the
        pertinent facts, in writing, to the requesting party. Any such request from
        the
        Depositor shall not be given more than once each calendar quarter, unless
        the
        Depositor shall have a reasonable basis for a determination that any of the
        representations and warranties may not be accurate.

       

      Section
        4.3.  Additional
        Information to Be Provided by the Custodian.
        For so
        long as the Certificates are outstanding, for the purpose of satisfying the
        Depositor's reporting obligation under the Exchange Act with respect to any
        class of Certificates, the Custodian shall (a) notify the Depositor in writing
        of any material litigation or governmental proceedings pending against the
        Custodian that would be material to Certificateholders, and (b) provide to
        the
        Depositor a written description of such proceedings. Any notices and
        descriptions required under this Section 4.3 shall be given no later than
        five
        Business Days prior to the Determination Date following the month in which
        the
        Custodian has knowledge of the occurrence of the relevant event. As of the
        date
        the Depositor, the Trustee or Master Servicer files each Report on Form 10-D
        or
        Form 10-K with respect to the Certificates, the Custodian will be deemed
        to
        represent that any information previously provided under this Section 4.3,
        if
        any, is materially correct and does not have any material omissions unless
        the
        Custodian has provided an update to such information.

       

      Section
        4.4.  Report
        on Assessment of Compliance and Attestation.
        On or
        before March 15 of each calendar year, the Custodian shall:

       

      deliver
        to the Master Servicer, the Trustee and the Depositor a report regarding
        the
        Custodian’s assessment of compliance (an “Assessment of Compliance”) with the
        Servicing Criteria (as identified and marked in Exhibit Four attached hereto)
        during the preceding calendar year, as required under Rules 13a-18 and 15d-18
        of
        the Exchange Act and Item 1122 of Regulation AB. The Assessment of Compliance,
        as set forth in Regulation AB, must contain (i) a statement by such officer
        of
        its responsibility for assessing compliance with the Servicing Criteria
        applicable to the Custodian, (ii) a statement by such officer that the Custodian
        used the Servicing Criteria attached as Exhibit Four hereto, and which will
        also
        be attached to the Assessment of Compliance, to assess compliance with the
        Servicing Criteria applicable to the Custodian, (iii) an assessment by such
        officer of the Custodian’s compliance with the applicable Servicing Criteria for
        the period consisting of the preceding calendar year, including disclosure
        of
        any material instance of noncompliance with respect thereto during such period,
        which assessment shall be based on the activities the Custodian performs
        with
        respect to asset-backed securities transactions taken as a whole involving
        the
        Custodian, that are backed by the same asset type as the Mortgage Loans,
        (iv) a
        statement that a registered public accounting firm has issued an attestation
        report on the Custodian’s Assessment of Compliance for the period consisting of
        the preceding calendar year, and (v) a statement as to which of the Servicing
        Criteria, if any, are not applicable to the Custodian, which statement shall
        be
        based on the activities the Custodian performs with respect to asset-backed
        securities transactions taken as a whole involving the Custodian, that are
        backed by the same asset type as the Mortgage Loans. Such report at a minimum
        shall address each of the Servicing Criteria identified and marked on Exhibit
        Four attached hereto as being applicable to the Custodian; and

       

      deliver
        to the Master Servicer, the Trustee and the Depositor an Attestation Report
        (an
“Attestation Report”) by a registered public accounting firm that attests to,
        and reports on, the Assessment of Compliance made by the Custodian, as required
        by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation
        AB, which Attestation Report must be made in accordance with standards for
        attestation reports issued or adopted by the Public Company Accounting Oversight
        Board.

       

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

       

      In
        the
        event the Custodian is terminated under, or resigns pursuant to, the terms
        of
        this Agreement, the Custodian shall provide an Assessment of Compliance and
        cause to be provided an Attestation Report pursuant to this Section 4.4
        notwithstanding any such termination or resignation.

       

      Section
        4.5.  Indemnification;
        Remedies.

       

      The
        Custodian shall indemnify the Depositor, each affiliate of the Depositor,
        the
        Trustee, the Master Servicer and each broker dealer acting as underwriter,
        placement agent or initial purchaser of the Certificates or each Person who
        controls any of such parties (within the meaning of Section 15 of the Securities
        Act and Section 20 of the Exchange Act); and the respective present and former
        directors, officers, employees and agents of each of the foregoing, and shall
        hold each of them harmless from and against any losses, damages, penalties,
        fines, forfeitures, legal fees and expenses and related costs, judgments,
        and
        any other costs, fees and expenses that any of them may sustain arising out
        of
        or based upon:

       

      (A)
        any
        untrue statement of a material fact contained or alleged to be contained
        in the
        Custodian Disclosure and any information, report, certification, accountants’
attestation or other material provided under this Article IV by or on behalf
        of
        the Custodian (collectively, the “Custodian Information”), or (B) the omission
        or alleged omission to state in the Custodian Information a material fact
        required to be stated in the Custodian Information or necessary in order
        to make
        the statements therein, in the light of the circumstances under which they
        were
        made, not misleading; or

       

      any
        failure by the Custodian to deliver any information, report, certification,
        accountants’ attestation or other material when and as required under this
        Article IV.

       

      In
        the
        case of any failure of performance described in clause (ii) of Section 4.5(a),
        the Custodian shall promptly reimburse the Depositor for all costs reasonably
        incurred by the Depositor in order to obtain the information, report,
        certification, accountants’ letter or other material not delivered as required
        by the Custodian.

       

      


      ARTICLE
        V

      MISCELLANEOUS
        PROVISIONS

       

      Section
        5.1.  Notices.
        All
        notices, requests, consents and demands and other communications required
        under
        this Agreement or pursuant to any other instrument or document delivered
        hereunder shall be in writing and, unless otherwise specifically provided,
        may
        be delivered personally, by telegram or telex, or by registered or certified
        mail, postage prepaid, return receipt requested, at the addresses specified
        on
        the signature page hereof (unless changed by the particular party whose address
        is stated herein by similar notice in writing).

       

      Section
        5.2.  Amendments.
        No
        modification or amendment of or supplement to this Agreement shall be valid
        or
        effective unless the same is in writing and signed by all parties hereto,
        and
        neither the Depositor, the Master Servicer nor the Trustee shall enter into
        any
        amendment hereof except as permitted by the Pooling and Servicing Agreement.
        The
        Trustee shall give prompt notice to the Custodian of any amendment or supplement
        to the Pooling and Servicing Agreement and furnish the Custodian with written
        copies thereof..

       

      Section
        5.3.  GOVERNING
        LAW.
        THIS
        AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
        NEW
        YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION
        5-1401 AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
        BY
        THE LAWS OF THE STATE OF NEW YORK.

       

      Section
        5.4.  Recordation
        of Agreement.
        To the
        extent permitted by applicable law, this Agreement is subject to recordation
        in
        all appropriate public offices for real property records in all the counties
        or
        other comparable jurisdictions in which any or all of the properties subject
        to
        the Mortgages are situated, and in any other appropriate public recording
        office
        or elsewhere, such recordation to be effected by the Depositor and at the
        Trust’s expense, but only upon direction accompanied by an Opinion of Counsel
        reasonably satisfactory to the Depositor to the effect that the failure to
        effect such recordation is likely to materially and adversely affect the
        interests of the Certificateholders.

       

      For
        the
        purpose of facilitating the recordation of this Agreement as herein provided
        and
        for other purposes, this Agreement may be executed simultaneously in any
        number
        of counterparts, each of which counterparts shall be deemed to be an original,
        and such counterparts shall constitute but one and the same
        instrument.

       

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

       

      [Signature
        Page Follows]

       

      


      



      IN
        WITNESS WHEREOF, this Agreement is executed as of the date first above
        written.

       

      
        	
                Address:

                One
                  Federal Street, 3rd Floor

                Boston,
                  Massachusetts 02110 

                Attention:
                  Corporate Trust Services, PRIME 2007-1

                Telecopier
                  No.: (617) 603-6638

              	
                U.S.
                  BANK NATIONAL ASSOCIATION, not individually but solely as
                  Trustee

                By:__________________________________

                Name:
                  

                Title:
                  

              
	 	 
	
                Address:

                383
                  Madison Avenue

                New
                  York, New York 10179

              	
                STRUCTURED
                  ASSET MORTGAGE INVESTMENTS II INC., as Depositor

                By:__________________________________

                Name: 

                Title: 

              
	 	 
	
                Address:

                2780
                  Lake Vista Drive

                Lewisville,
                  Texas 75067

                (Facsimile:
                  (214) 626-4889

                Attention:
                  Michelle Viner

              	
                EMC
                  MORTGAGE CORPORATION,

                as
                  Master Servicer

                 

                By:__________________________________

                Name: 

                Title:

              
	 	 
	
                Address:

                1015
                  10th Avenue Southeast, MS 0031

                Minneapolis,
                  Minnesota 55414

                Attention:
                  PRIME 2007-1

              	
                WELLS
                  FARGO BANK, NATIONAL ASSOCIATION 

                as
                  Custodian

                By:__________________________________

                Name:

                Title:

              


      

      


       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      
        	
                STATE
                  OF MASSACHUSETTS

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF___________

              	
                )

              	 


      

      


       

      On
        the
        30th
        day of
        March 2007 before me, a notary public in and for said State, personally appeared
        _________________ known to me to be a(n) __________________of U.S. Bank National
        Association, one of the parties that executed the within agreement, and also
        known to me to be the person who executed the within agreement on behalf
        of said
        national banking association and acknowledged to me that such national banking
        association executed the within instrument.

       

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

       

      
        	 	 
	 	
                Notary
                  Public

              


      

      [SEAL]

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

      


       

      On
        the
        30th
        day of
        March 2007 before me, a notary public in and for said State, personally appeared
        ____________________,
        known to
        me to be a(n) ____________________ of Structured Asset Mortgage Investments
        II
        Inc., one of the corporations that executed the within instrument, and also
        known to me to be the person who executed it on behalf of said corporation,
        and
        acknowledged to me that such corporation executed the within
        instrument.

       

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

       

      
        	 	 
	 	
                Notary
                  Public

              


      

      [SEAL]

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      
        	
                STATE
                  OF TEXAS

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF DALLAS

              	
                )

              	 


      

      


       

      On
        the
        30th
        day of
        March 2007 before me, a notary public in and for said State, personally appeared
        _______________________, known to me to be a(n) __________________ of EMC
        Mortgage Corporation, one of the parties that executed the within instrument,
        and also known to me to be the person who executed the within instrument
        on
        behalf of said party, and acknowledged to me that such party executed the
        within
        instrument.

       

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

       

      
        	 	 
	 	
                Notary
                  Public

              


      

      [SEAL]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      
        	
                STATE
                  OF MINNESOTA

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF
                  HENNEPIN

              	
                )

              	 


      

      


       

      On
        the
        30th
        day of
        March 2007 before me, a notary public in and for said State, personally appeared
        _________________ known to me to be a(n) __________________of Wells Fargo
        Bank,
        N.A., one of the parties that executed the within agreement, and also known
        to
        me to be the person who executed the within agreement on behalf of said national
        banking association and acknowledged to me that such national banking
        association executed the within instrument.

       

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

       

      
        	 	 
	 	
                Notary
                  Public

              


      

      [SEAL]

       

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      SCHEDULE
        A

       

      MORTGAGE
        LOAN SCHEDULE

       

      (Provided
        upon request)

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        ONE

       

      FORM
        OF
        CUSTODIAN INITIAL CERTIFICATION

       

      March
        30,
        2007

       

      U.S.
        Bank
        National Association

      One
        Federal Street, 3rd Floor

      Boston,
        Massachusetts 02110 

      Attention:
        Corporate Trust Services, PRIME 2007-1

      Telecopier
        No.: (617) 603-6638

      


      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        Texas 75067

      Facsimile:
        (469) 759-4714

      Attention:
        General Counsel

      


      Structured
        Asset Mortgage Investments II Inc.

      383
        Madison Avenue

      New
        York,
        New York 10179

      Facsimile
        No.: (212) 272-2000

      


      Attention:
        PRIME 2007-1

       

      
        	
                Re:

              	
                Custodial
                  Agreement, dated as of March 30, 2007, by and among Structured
                  Asset
                  Mortgage Investments II Inc., EMC Mortgage Corporation, U.S. Bank
                  National
                  Association and Wells Fargo Bank, National Association as Custodian
                  relating to Prime Mortgage Trust 2007-1,
                  Mortgage Pass-Through Certificates, Series
                  2007-1

              


      

      


       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.3(a) of the above-captioned Custodial Agreement,
        and
        subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
        undersigned, as Custodian, hereby certifies that it has received a Mortgage
        File
        (which contains an original Mortgage Note or lost note affidavit) to the
        extent
        required in Section 2.01 of the Pooling and Servicing Agreement with respect
        to
        each Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions
        listed on Schedule A attached hereto.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the above-captioned Custodial Agreement.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      
        	
                WELLS
                  FARGO BANK, NATIONAL ASSOCIATION

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        A

      


      (Provided
        upon request)

      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        TWO

       

      FORM
        OF
        CUSTODIAN INTERIM CERTIFICATION

       

      [DATE]

       

      U.S.
        Bank
        National Association

      One
        Federal Street, 3rd Floor

      Boston,
        Massachusetts 02110 

      Attention:
        Corporate Trust Services, PRIME 2007-1

      Telecopier
        No.: (617) 603-6638

      


      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        Texas 75067

      Facsimile:
        (469) 759-4714

      Attention:
        General Counsel

       

      Structured
        Asset Mortgage Investments II Inc.

      383
        Madison Avenue

      New
        York,
        New York 10179

      Facsimile
        No.: (212) 272-2000

      


      Attention:
        PRIME 2007-1

       

      
        	
                Re:

              	
                Custodial
                  Agreement, dated as of March 30, 2007, by and among Structured
                  Asset
                  Mortgage Investments II Inc., EMC Mortgage Corporation, U.S. Bank
                  National
                  Association and Wells Fargo Bank, National Association as Custodian
                  relating to Prime Mortgage Trust 2007-1,
                  Mortgage Pass-Through Certificates, Series
                  2007-1

              


      

      


       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.3(b) of the above-captioned Custodial Agreement
        and
        subject to Section 2.02(a) of the Pooling and Servicing Agreement, the
        undersigned, as Custodian, hereby certifies that it has received a Mortgage
        File
        to the extent required pursuant to Section 2.01 of the Pooling and Servicing
        Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
        Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
        and has determined that: all required documents have been executed and received
        and that such documents relate to the Mortgage Loans identified on the Mortgage
        Loan Schedule, with any exceptions listed on Schedule A attached
        hereto.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the above-captioned Custodial Agreement.

       

      


       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      
        	
                WELLS
                  FARGO BANK, NATIONAL ASSOCIATION

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


       

      


       

      


       

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        A

       

      (PROVIDED
        UPON REQUEST)

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        THREE

       

      FORM
        OF
        CUSTODIAN FINAL CERTIFICATION

       

      [DATE]

       

      U.S.
        Bank
        National Association

      One
        Federal Street, 3rd Floor

      Boston,
        Massachusetts 02110 

      Attention:
        Corporate Trust Services, PRIME 2007-1

      Telecopier
        No.: (617) 603-6638

      


      EMC
        Mortgage Corporation

      2780
        Lake
        Vista Drive

      Lewisville,
        Texas 75067

      Facsimile:
        (469) 759-4714

      Attention:
        General Counsel

       

      Structured
        Asset Mortgage Investments II Inc.

      383
        Madison Avenue

      New
        York,
        New York 10179

      Facsimile
        No.: (212) 272-2000

      


      Attention:
        PRIME 2007-1

       

      
        	
                Re:

              	
                Custodial
                  Agreement, dated as of March 30, 2007, by and among Structured
                  Asset
                  Mortgage Investments II Inc., EMC Mortgage Corporation, U.S. Bank
                  National
                  Association and Wells Fargo Bank, National Association, as Custodian
                  relating to Prime Mortgage Trust 2007-1,
                  Mortgage Pass-Through Certificates, Series
                  2007-1

              


      

      


       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.3(c) of the above-captioned Custodial
        Agreement

      and,
        subject to Section 2.02(b) of the Pooling and Servicing Agreement, the
        undersigned, as Custodian, hereby certifies that it has received a Mortgage
        File
        to the extent required pursuant to Section 2.01 of the Pooling and Servicing
        Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
        Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
        and has determined that: all required documents have been executed and received
        and that such documents relate to the Mortgage Loans identified on the Mortgage
        Loan Schedule, with any exceptions listed on Schedule A attached
        hereto.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the above-captioned Custodial Agreement or in the Pooling and Servicing
        Agreement, as applicable.

       

      
        	
                WELLS
                  FARGO BANK, NATIONAL ASSOCIATION

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      SCHEDULE
        A

       

      (PROVIDED
        UPON REQUEST)

       

      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        FOUR

       

      SERVICING
        CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

       

      The
        assessment of compliance to be delivered by the Custodian shall address,
        at a
        minimum, the criteria identified below as “Applicable Servicing
        Criteria”:

       

      
        	
                 

                Servicing
                  Criteria

              	
                Applicable

                Servicing
                  Criteria

              
	
                Reference

              	
                Criteria

              	 
	 	
                General
                  Servicing Considerations

              	 
	
                 

                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements

              	 
	
                 

                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities

              	 
	
                 

                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the pool assets are maintained.

              	 
	
                 

                 

                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements.

              	 
	 	
                 

                Cash
                  Collection and Administration

              	 
	
                 

                 

                1122(d)(2)(i)

              	
                Payments
                  on pool assets are deposited into the appropriate custodial bank
                  accounts
                  and related bank clearing accounts no more than two business days
                  following receipt, or such other number of days specified in the
                  transaction agreements.

              	 
	
                 

                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel.

              	 
	
                 

                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances are made,
                  reviewed and approved as specified in the transaction
                  agreements.

              	 
	
                 

                 

                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of overcollateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements.

              	 
	
                 

                 

                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institutions” with respect
                  to a foreign financial institution means a foreign financial institution
                  that meets the requirements of Rule 13k-1(b)(1) of the Securities
                  Exchange
                  Act. 

              	 
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	 
	
                 

                 

                 

                 

                 

                1122(d)(2)(vii)

              	
                Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within 45 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C)
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliations; and (D) contain explanations for reconciling items,
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements.

              	 
	 	
                 

                Investor
                  Remittances and Reporting

              	 
	
                 

                 

                 

                 

                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements, (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors; or the trustee’s records as to the total unpaid principal
                  balance and number of pool assets serviced by the
                  servicer.

              	 
	
                 

                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements.

              	 
	
                 

                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements.

              	 
	
                 

                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank
                  statements.

              	 
	 	
                 

                Pool
                  Asset Administration

              	 
	
                 

                1122(d)(4)(i)

              	
                Collateral
                  or security on pool assets is maintained as required by the transaction
                  agreements or related asset pool documents.

              	
                √

              
	
                1122(d)(4)(ii)

              	
                Pool
                  assets and related documents are safeguarded as required by the
                  transaction agreements.

              	
                √

              
	
                 

                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements

              	 
	
                 

                 

                 

                1122(d)(4)(iv)

              	
                Payments
                  on pool assets, including any payoffs, made in accordance with
                  the related
                  pool asset documents are posted to the servicer’s obligor records
                  maintained no more than two business days after receipt, or such
                  other
                  number of days specified in the transaction agreements, and allocated
                  to
                  principal, interest or other items (e.g., escrow) in accordance
                  with the
                  related pool asset documents.

              	 
	
                 

                1122(d)(4)(v)

              	
                The
                  servicer’s records regarding the pool assets agree with the servicer’s
                  records with respect to an obligor’s unpaid principal
                  balance.

              	 
	
                 

                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor’s pool asset (e.g., loan
                  modifications or re-agings) are made, reviewed and approved by
                  authorized
                  personnel in accordance with the transaction agreements and related
                  pool
                  asset documents.

              	 
	
                 

                1122(d)(4)(vii)

              	
                Loss
                  mitigation of recovery actions (e.g., forbearance plans, modifications
                  and
                  deed in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  documents.

              	 
	
                 

                 

                 

                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.,
                  Such
                  records are maintained in at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or
                  unemployment).

              	 
	
                 

                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents.

              	 
	
                 

                 

                 

                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts);
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 3-
                  calendar
                  days of full repayment of the related pool asset, or such other
                  number of
                  days specified in the transaction agreements.

              	 
	
                 

                 

                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax ore insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the service at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements.

              	 
	
                 

                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission.

              	 
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements.

              	 
	
                1122(d)(4)(xiv)

              	
                Delinquencies,
                  charge-offs and uncollectible funds are recognized and recorded
                  in
                  accordance with the transaction agreements.

              	 
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in item 1114(a)(1)
                  through (3) or item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements.

              	 


      

      


      


       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        H

      


      FORM
        OF
        MORTGAGE LOAN PURCHASE AGREEMENT

       

      MORTGAGE
        LOAN PURCHASE AGREEMENT, dated as of March 30, 2007, as amended and supplemented
        by any and all amendments hereto (collectively, the “Agreement”),
        by
        and between EMC MORTGAGE CORPORATION, a Delaware corporation (the “Seller”)
        and
        STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., a Delaware corporation (the
        “Purchaser”).

       

      Upon
        the
        terms and subject to the conditions of this Agreement, the Seller agrees
        to
        sell, and the Purchaser agrees to purchase, certain conventional, first lien
        mortgage loans secured primarily by one- to four-family residential properties
        and individual condominium units (collectively, the “Mortgage
        Loans”)
        as
        described herein. The Purchaser intends to deposit the Mortgage Loans into
        a
        trust fund (the “Trust
        Fund”)
        and
        create Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1
        (the “Certificates”),
        under
        a pooling and servicing agreement, to be dated as of March 1, 2007 (the
“Pooling
        and Servicing Agreement”),
        among
        the Purchaser, as depositor, U.S. Bank National Association, as trustee (the
        “Trustee”)
        and
        EMC Mortgage Corporation, as seller and master servicer.

       

      The
        Purchaser has filed with the Securities and Exchange Commission (the
“Commission”)
        a
        registration statement on Form S-3 (Number 333-140247) relating to its
Mortgage
        Pass-Through Certificates
        and the
        offering of certain series thereof (including certain classes of the
        Certificates) from time to time in accordance with Rule 415 under the Securities
        Act of 1933, as amended, and the rules and regulations of the Commission
        promulgated thereunder (the “Securities
        Act”).
        Such
        registration statement, when it became effective under the Securities Act,
        and
        the prospectus relating to the public offering of certain classes of the
        Certificates by the Purchaser (the “Public
        Offering”),
        as
        each may be amended or supplemented from time to time pursuant to the Securities
        Act or otherwise, are referred to herein as the “Registration
        Statement”
and
        the
“Prospectus,”
        respectively. The “Term
        Sheet Supplement”
shall
        mean the free writing prospectus, dated March 20, 2007. The
        “Prospectus
        Supplement”
        shall mean the final supplement, dated March
        30,
        2007,
        to the Prospectus, dated March
        20,
        2007,
        relating to certain classes of the Certificates. With
        respect to the Public Offering of certain classes of the Certificates, the
        Purchaser and Bear, Stearns & Co. Inc. (“Bear
        Stearns”)
        have
        entered into a terms agreement dated as of March 20, 2007 to an underwriting
        agreement dated February 26, 2007, between the Purchaser and Bear Stearns
        (together, the “Underwriting
        Agreement”).

       

      Now,
        therefore, in consideration of the premises and the mutual agreements set
        forth
        herein, the parties hereto agree as follows:

       

      SECTION
        1.  Definitions.
        Certain
        terms are defined herein. Capitalized terms used herein but not defined herein
        shall have the meanings specified in the Pooling and Servicing Agreement.
        The
        following other terms are defined as follows:

       

      Acquisition
        Price:
        Cash in
        an amount equal to $______ (plus $______ in accrued interest)2 .

       

      Bear
        Stearns:
        Bear,
        Stearns & Co. Inc.

       

      Closing
        Date:
        March
        30, 2007.

       

      Cut-off
        Date:
        March
        1, 2007.

       

      Cut-off
        Date Balance:
        Shall
        mean $679,112,102.

       

      
        

        
          2 Please
            contact Bear, Stearns & Co. Inc. for Purchase Price.

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

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

       

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

       

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

       

      Fitch:
        Fitch
        Ratings, or its successor in interest.

       

      Master
        Servicer:
        EMC
        Mortgage Corporation.

       

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

       

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

       

      Mortgage:
        The
        mortgage or deed of trust creating a first lien on an interest in real property
        securing a Mortgage Note.

       

      Mortgage
        File:
        The
        items referred to in Exhibit
        1
        pertaining to a particular Mortgage Loan and any additional documents required
        to be added to such documents pursuant to this Agreement.

       

      Mortgage
        Interest Rate:
        The
        annual rate of interest borne by a Mortgage Note as stated therein.

       

      Mortgagor:
        The
        obligor(s) on a Mortgage Note.

       

      Net
        Rate:
        For
        each Mortgage Loan, the Mortgage Interest Rate for such Mortgage Loan less
        the
        Servicing Fee Rate and the Lender-Paid PMI Rate (if applicable).

       

      Opinion
        of Counsel:
        A
        written opinion of counsel, who may be counsel for the Seller or the Purchaser,
        reasonably acceptable to the Trustee.

       

      Person:
        Any
        legal person, including any individual, corporation, partnership, joint venture,
        association, joint stock company, trust, unincorporated organization or
        government or any agency or political subdivision thereof.

       

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

       

      Rating
        Agencies:
        Fitch
        and S&P, each a “Rating
        Agency.”

       

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

       

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

       

      Servicing
        Agreements:
        Shall
        have the meaning assigned to such term in the Pooling and Servicing
        Agreement.

       

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

       

      Substitute
        Mortgage Loan:
        A
        mortgage loan substituted for a Deleted Mortgage Loan which must meet on
        the
        date of such substitution the requirements stated herein and in the Pooling
        and
        Servicing Agreement; upon such substitution, such mortgage loan shall be
        a
“Mortgage Loan” hereunder.

       

      Value:
        The
        value of the Mortgaged Property at the time of origination of the related
        Mortgage Loan, such value being the lesser of (i) the value of such property
        set
        forth in an appraisal accepted by the applicable originator of the Mortgage
        Loan
        or (ii) the sales price of such property at the time of
        origination.

       

      SECTION
        2.  Purchase
        and Sale of the Mortgage Loans and Related Rights.
        (a)
        Upon
        satisfaction of the conditions set forth in Section 10 hereof, the Seller
        agrees
        to sell, and the Purchaser agrees to purchase Mortgage Loans having an aggregate
        outstanding principal balance as of the Cut-off Date equal to the Cut-off
        Date
        Balance.

       

      (b)  The
        closing for the purchase and sale of the Mortgage Loans and the closing for
        the
        issuance of the Certificates will take place on the Closing Date at the office
        of the Purchaser’s counsel in New York, New York or such other place as the
        parties shall agree.

       

      (c)  Upon
        the
        satisfaction of the conditions set forth in Section 10 hereof, on the Closing
        Date, the Purchaser shall pay to the Seller the Acquisition Price for the
        Mortgage Loans in immediately available funds by wire transfer to such account
        or accounts as shall be designated by the Seller.

       

      (d)  In
        addition to the foregoing, on the Closing Date the Seller assigns to the
        Purchaser all of its right, title and interest in the Servicing Agreements
        (other than its right to enforce the representations and warranties set forth
        therein).

       

      SECTION
        3.  Mortgage
        Loan Schedule.
        The
        Seller agrees to provide to the Purchaser as of the Cut-off Date a listing
        of
        the Mortgage Loans (the “Mortgage
        Loan Schedule”)
        setting forth the information listed on Exhibit
        2
        to this
        Agreement with respect to each of the Mortgage Loans being sold by the Seller.
        The Mortgage Loan Schedule shall be delivered to the Purchaser on the Closing
        Date and shall be in form and substance mutually agreed to by the Seller
        and the
        Purchaser.

       

      SECTION
        4.  Mortgage
        Loan Transfer.

       

      (a)  The
        Purchaser will be entitled to all scheduled payments of principal and interest
        on the Mortgage Loans due after the Cut-off Date (regardless of when actually
        collected) and all payments thereon, other than scheduled principal and interest
        due on or before the Cut-off Date but received after the Cut-off Date. The
        Seller will be entitled to all scheduled payments of principal and interest
        on
        the Mortgage Loans due on or before the Cut-off Date (including payments
        collected after the Cut-off Date) and all payments thereon, other than scheduled
        principal and interest due after the Cut-off Date but received on or before
        the
        Cut-off Date. Such principal amounts and any interest thereon belonging to
        the
        Seller as described above will not be included in the aggregate outstanding
        principal balance of the Mortgage Loans as of the Cut-off Date as set forth
        on
        the Mortgage Loan Schedule.

       

      (b)  Pursuant
        to various conveyancing documents to be executed on the Closing Date and
        pursuant to the Pooling and Servicing Agreement, the Purchaser will assign
        on
        the Closing Date all of its right, title and interest in and to the Mortgage
        Loans to the Trustee for the benefit of the Certificateholders. In connection
        with the transfer and assignment of the Mortgage Loans, the Seller has delivered
        or will deliver or cause to be delivered to the Trustee by the Closing Date
        or
        such later date as is agreed to by the Purchaser and the Seller (each of
        the
        Closing Date and such later date is referred to as a “Mortgage
        File Delivery Date”),
        the
        items of each Mortgage File, provided,
        however,
        that in
        lieu of the foregoing, the Seller may deliver the following documents, under
        the
        circumstances set forth below: (w) in lieu of the original Security Instrument
        (other than the Mortgages related to the EMC Flow Loans), assignments to
        the
        Trustee or intervening assignments thereof which have been delivered, are
        being
        delivered or will, upon receipt of recording information relating to the
        Security Instrument required to be included thereon, be delivered to recording
        offices for recording and have not been returned to the Seller in time to
        permit
        their delivery as specified above, the Seller may deliver a true copy thereof
        with a certification, on the face of such copy, substantially as follows:
        “Certified to be a true and correct copy of the original”; (x) in lieu of the
        Security Instrument (other than the Mortgages related to the EMC Flow Loans),
        assignments to the Trustee or intervening assignments thereof, if the applicable
        jurisdiction retains the originals of such documents (as evidenced by a
        certification from the Seller to such effect) the Seller may deliver photocopies
        of such documents containing an original certification by the judicial or
        other
        governmental authority of the jurisdiction where such documents were recorded;
        (y) in lieu of the Mortgage Notes relating to the Mortgage Loans, each
        identified in the list delivered by the Purchaser to the Trustee on the Closing
        Date and attached hereto as Exhibit 5, the Seller may deliver lost note
        affidavits and indemnities of the Seller; and (z) the Seller shall not be
        required to deliver intervening assignments or Mortgage Note endorsements
        between the related Underlying Seller and the Seller, between the Seller
        and the
        Depositor, and between the Depositor and the Trustee; and provided further,
        however, that in the case of Mortgage Loans which have been prepaid in full
        after the Cut-off Date and prior to the Closing Date, the Seller, in lieu
        of
        delivering the above documents, may deliver to the Trustee a certification
        by
        the Seller or the Master Servicer to such effect and shall deposit all amounts
        paid in respect of such Mortgage Loans in the Master Servicer Collection
        Account
        on the Closing Date. The Seller shall deliver such original documents (including
        any original documents as to which certified copies had previously been
        delivered) or such certified copies to the Trustee promptly after they are
        received. The Seller shall cause the Mortgage and intervening assignments,
        if
        any, and the assignment of the Security Instrument to be recorded not later
        than
        180 days after the Closing Date, unless such assignment is not required to
        be
        recorded under the terms set forth in Section 6(a) hereof.

       

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

       

      (d)  The
        Seller and the Purchaser acknowledge hereunder that all of the Mortgage Loans
        and the related servicing will ultimately be assigned to U.S. Bank National
        Association, as Trustee for the Holders of the Mortgage, on the date
        hereof.

       

      SECTION
        5.  Examination
        of Mortgage Files.

       

      (a)  On
        or
        before the Mortgage File Delivery Date, the Seller will have made the Mortgage
        Files available to the Purchaser or its agent for examination which may be
        at
        the offices of the Trustee or the Seller and/or the Seller’s custodian. The fact
        that the Purchaser or its agent has conducted or has failed to conduct any
        partial or complete examination of the Mortgage Files shall not affect the
        Purchaser’s rights to demand cure, repurchase, substitution or other relief as
        provided in this Agreement. In furtherance of the foregoing, the Seller shall
        make the Mortgage Files available to the Purchaser or its agent from time
        to
        time so as to permit the Purchaser to confirm the Seller’s compliance with the
        delivery and recordation requirements of this Agreement and the Pooling and
        Servicing Agreement. In addition, upon request of the Purchaser, the Seller
        agrees to provide to the Purchaser, Bear Stearns and to any investors or
        prospective investors in the Certificates information regarding the Mortgage
        Loans and their servicing, to make the Mortgage Files available to the
        Purchaser, Bear Stearns and to such investors or prospective investors (which
        may be at the offices of the Seller and/or the Seller’s custodian) and to make
        available personnel knowledgeable about the Mortgage Loans for discussions
        with
        the Purchaser, Bear Stearns and such investors or prospective investors,
        upon
        reasonable request during regular business hours, sufficient to permit the
        Purchaser, Bear Stearns and such investors or potential investors to conduct
        such due diligence as any such party reasonably believes is
        appropriate.

       

      (b)  Pursuant
        to the Pooling and Servicing Agreement, on the Closing Date the Custodian,
        on
        behalf of the Trustee, for the benefit of the Certificateholders, will
        acknowledge receipt of each Mortgage Loan by delivery to the Seller, the
        Purchaser and the Trustee of an initial certification in the form attached
        as
        Exhibit One to the Custodial Agreement.

       

      (c)  Pursuant
        to the Pooling and Servicing Agreement, within 90 days of the Closing Date
        (or,
        with respect to any Substitute Mortgage Loan, within five Business Days after
        the receipt by the Trustee or Custodian thereof), the Trustee will review
        or
        shall cause the Custodian to review items of the Mortgage Files as set forth
        on
Exhibit
        1
        and will
        deliver to the Seller, the Purchaser and the Trustee an interim certification
        substantially in the form of Exhibit Two to the Custodial Agreement. If the
        Trustee or Custodian, as its agent, finds any document listed on Exhibit
        1
        not to
        have been executed or received, or to be unrelated, determined on the basis
        of
        the Mortgagor name, original principal balance and loan number, to the Mortgage
        Loans identified in the Final Mortgage Loan Schedule or to appear defective
        on
        its face (a “Material
        Defect”),
        the
        Trustee or the Custodian, as its agent, shall promptly notify the Seller
        of such
        Material Defect. The Seller shall correct or cure any such Material Defect
        within 90 days from the date of notice from the Trustee or the Custodian,
        as its
        agent, of the Material Defect and if the Seller fails to correct or cure
        such
        Material Defect within such period and such defect materially and adversely
        affects the interests of the Certificateholders in the related Mortgage Loan,
        the Seller will, in accordance with the terms of the Pooling and Servicing
        Agreement, within 90 days of the date of notice, provide the Trustee with
        a
        Substitute Mortgage Loan (if within two years of the Closing Date) or purchase
        the related Mortgage Loan at the applicable Purchase Price; provided
        that,
        if such
        defect would cause the Mortgage Loan to be other than a “qualified mortgage” as
        defined in Section 860G(a)(3) of the Code, any such cure, repurchase or
        substitution must occur within 90 days from the date such breach was discovered;
        provided, however,
        that if
        such defect relates solely to the inability of the Seller to deliver the
        original Security Instrument or intervening assignments thereof, or a certified
        copy because the originals of such documents, or a certified copy, have not
        been
        returned by the applicable jurisdiction, the Seller shall not be required
        to
        purchase such Mortgage Loan if the Seller delivers such original documents
        or
        certified copy promptly upon receipt, but in no event later than 360 days
        after
        the Closing Date. The foregoing repurchase obligation shall not apply in
        the
        event that the Seller cannot deliver such original or copy of any document
        submitted for recording to the appropriate recording office in the applicable
        jurisdiction because such document has not been returned by such office;
        provided that the Seller shall instead deliver a recording receipt of such
        recording office or, if such receipt is not available, a certificate confirming
        that such documents have been accepted for recording, and delivery to the
        Trustee or the Custodian, as its agent, shall be effected by the Seller within
        thirty days of its receipt of the original recorded document.

       

      (d)  Pursuant
        to the Pooling and Servicing Agreement, within 180 days of the Closing Date
        (or,
        with respect to any Substitute Mortgage Loan, within five Business Days after
        the receipt by the Trustee or Custodian thereof) the Trustee will review
        or
        cause the Custodian to review items of the Mortgage Files as set forth on
        Exhibit
        1
        and will
        deliver to the Seller, the Purchaser and the Trustee a final certification
        substantially in the form of Exhibit Three to the Custodial Agreement. If
        the
        Trustee or Custodian, as its agent, finds a Material Defect, the Trustee
        or the
        Custodian, as its agent, shall promptly notify the Seller of such Material
        Defect. The Seller shall correct or cure any such Material Defect within
        90 days
        from the date of notice from the Trustee or the Custodian, as its agent,
        of the
        Material Defect and if the Seller fails to correct or cure such Material
        Defect
        within such period and such defect materially and adversely affects the
        interests of the Certificateholders in the related Mortgage Loan, the Seller
        will, in accordance with the terms of the Pooling and Servicing Agreement,
        within 90 days of the date of notice, provide the Trustee with a Substitute
        Mortgage Loan (if within two years of the Closing Date) or purchase the related
        Mortgage Loan at the applicable Purchase Price; provided
        that,
        if such
        defect would cause the Mortgage Loan to be other than a “qualified mortgage” as
        defined in Section 860G(a)(3) of the Code, any such cure, repurchase or
        substitution must occur within 90 days from the date such breach was discovered;
        provided, however,
        that if
        such defect relates solely to the inability of the Seller to deliver the
        original Security Instrument or intervening assignments thereof, or a certified
        copy because the originals of such documents, or a certified copy, have not
        been
        returned by the applicable jurisdiction, the Seller shall not be required
        to
        purchase such Mortgage Loan if the Seller delivers such original documents
        or
        certified copy promptly upon receipt, but in no event later than 360 days
        after
        the Closing Date. The foregoing repurchase obligation shall not apply in
        the
        event that the Seller cannot deliver such original or copy of any document
        submitted for recording to the appropriate recording office in the applicable
        jurisdiction because such document has not been returned by such office;
        provided that the Seller shall instead deliver a recording receipt of such
        recording office or, if such receipt is not available, a certificate confirming
        that such documents have been accepted for recording, and delivery to the
        Trustee or the Custodian, as its agent, shall be effected by the Seller within
        thirty days of its receipt of the original recorded document.

       

      (e)  At
        the
        time of any substitution, the Seller shall deliver or cause to be delivered
        the
        Substitute Mortgage Loan, the related Mortgage File and any other documents
        and
        payments required to be delivered in connection with a substitution pursuant
        to
        the Pooling and Servicing Agreement. At the time of any purchase or
        substitution, the Trustee in accordance with the terms of the Pooling and
        Servicing Agreement shall (i) assign to the Seller and cause the Custodian
        to
        release the documents (including, but not limited to, the Mortgage, Mortgage
        Note and other contents of the Mortgage File) in the possession of the Custodian
        relating to the Deleted Mortgage Loan and (ii) execute and deliver such
        instruments of transfer or assignment, in each case without recourse, as
        shall
        be necessary to vest in the Seller title to such Deleted Mortgage
        Loan.

       

      SECTION
        6.  Recordation
        of Assignments of Mortgage.

       

      (a)  The
        Seller shall cause each assignment of the Security Instrument from the Seller
        to
        the Trustee to be recorded not later than 180 days after the Closing Date,
        unless (a) such recordation is not required by the Rating Agencies or an
        Opinion
        of Counsel has been provided to the Trustee (with a copy to the Custodian)
        which
        states that the recordation of such assignments is not necessary to protect
        the
        interests of the Certificateholders in the related Mortgage Loans or (b)
        MERS is
        identified on the Mortgage or a properly recorded assignment of the Mortgage,
        as
        the Mortgagee of record solely as nominee for the Seller and its successors
        and
        assigns; provided,
        however,
        notwithstanding the foregoing, each assignment shall be submitted for recording
        by the Seller in the manner described above, at no expense to the Trust or
        Trustee, upon the earliest to occur of (i) reasonable direction by the Holders
        of Certificates evidencing Fractional Undivided Interests aggregating not
        less
        than 25% of the portion of the Trust related to such Classes, (ii) the
        occurrence of an Event of Default, (iii) the occurrence of a bankruptcy,
        insolvency or foreclosure relating to the Seller and (iv) the occurrence
        of a
        servicing transfer as described in Section 8.02 of the Pooling and Servicing
        Agreement.

       

      While
        each such Mortgage or assignment is being recorded, if necessary, the Seller
        shall leave or cause to be left with the Trustee a certified copy of such
        Mortgage or assignment. All customary recording fees and reasonable expenses
        relating to the recordation of the assignments of mortgage to the Trustee
        or the
        Opinion of Counsel, as the case may be, shall be borne by the
        Seller.

       

      (b)  It
        is the
        express intent of the parties hereto that the conveyance of the Mortgage
        Loans
        by the Seller to the Purchaser, as contemplated by this Agreement be, and
        be
        treated as, a sale. It is, further, not the intention of the parties that
        such
        conveyance be deemed a pledge of the Mortgage Loans by the Seller to the
        Purchaser to secure a debt or other obligation of the Seller. However, in
        the
        event that, notwithstanding the intent of the parties, the Mortgage Loans
        are
        held by a court to continue to be property of the Seller, then (a) this
        Agreement shall also be deemed to be a security agreement within the meaning
        of
        Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer
        of
        the Mortgage Loans provided for herein shall be deemed to be a grant by the
        Seller to the Purchaser of a security interest in all of the Seller’s right,
        title and interest in and to the Mortgage Loans and all amounts payable to
        the
        holders of the Mortgage Loans in accordance with the terms thereof and all
        proceeds of the conversion, voluntary or involuntary, of the foregoing into
        cash, instruments, securities or other property, to the extent the Purchaser
        would otherwise be entitled to own such Mortgage Loans and proceeds pursuant
        to
        Section 4 hereof, including all amounts, other than investment earnings,
        from
        time to time held or invested in any accounts created pursuant to the Pooling
        and Servicing Agreement, whether in the form of cash, instruments, securities
        or
        other property; (c) the possession by the Purchaser or the Trustee of Mortgage
        Notes and such other items of property as constitute instruments, money,
        negotiable documents or chattel paper shall be deemed to be “possession by the
        secured party” for purposes of perfecting the security interest pursuant to
        Section 9-313 (or comparable provision) of the applicable Uniform Commercial
        Code; and (d) notifications to persons holding such property, and
        acknowledgments, receipts or confirmations from persons holding such property,
        shall be deemed notifications to, or acknowledgments, receipts or confirmations
        from, financial intermediaries, bailees or agents (as applicable) of the
        Purchaser for the purpose of perfecting such security interest under applicable
        law. Any assignment of the interest of the Purchaser pursuant to any provision
        hereof or pursuant to the Pooling and Servicing Agreement shall also be deemed
        to be an assignment of any security interest created hereby. The Seller and
        the
        Purchaser shall, to the extent consistent with this Agreement, take such
        actions
        as may be reasonably necessary to ensure that, if this Agreement were deemed
        to
        create a security interest in the Mortgage Loans, such security interest
        would
        be deemed to be a perfected security interest of first priority under applicable
        law and will be maintained as such throughout the term of the Pooling and
        Servicing Agreement.

       

      SECTION
        7.  Representations
        and Warranties of Seller Concerning the Mortgage Loans.
        The
        Seller hereby represents and warrants to the Purchaser as of the Closing
        Date,
        or such other date as may be specified below with respect to each Mortgage
        Loan
        being sold by it, that:

       

      (i)  the
        information set forth in the Mortgage Loan Schedule attached hereto is true
        and
        correct in all material;

       

      (ii)  immediately
        prior to the transfer to the Purchaser, the Seller was the sole owner of
        beneficial title and holder of each Mortgage and Mortgage Note relating to
        the
        Mortgage Loans and is conveying the same free and clear of any and all liens,
        claims, encumbrances, participation interests, equities, pledges, charges
        or
        security interests of any nature and the Seller has full right and authority
        to
        sell or assign the same pursuant to this Agreement;

       

      (iii)  Each
        Mortgage Loan at the time it was made complied in all material respects with
        all
        applicable laws and regulations, including, without limitation, usury, equal
        credit opportunity, disclosure and recording laws and all applicable
        anti-predatory lending laws; and each Mortgage Loan has been serviced in
        all
        material respects in accordance with all applicable laws and regulations,
        including, without limitation, usury, equal credit opportunity, disclosure
        and
        recording laws and all applicable anti-predatory lending laws and the terms
        of
        the related Mortgage Note, the Mortgage and other loan documents;

       

      (iv)  there
        is
        no monetary default existing under any Mortgage or the related Mortgage Note
        and
        there is no material event which, with the passage of time or with notice
        and
        the expiration of any grace or cure period, would constitute a default, breach
        or event of acceleration; and neither the Seller, any of its affiliates nor
        any
        servicer of any related Mortgage Loan has taken any action to waive any default,
        breach or event of acceleration; and no foreclosure action is threatened
        or has
        been commenced with respect to the Mortgage Loan;

       

      (v)  the
        terms
        of the Mortgage Note and the Mortgage have not been impaired, waived, altered
        or
        modified in any respect, except by written instruments, (i) if required by
        law
        in the jurisdiction where the Mortgaged Property is located, or (ii) to protect
        the interests of the Trustee on behalf of the Certificateholders;

       

      (vi)  no
        selection procedure reasonably believed by the Seller to be adverse to the
        interests of the Certificateholders was utilized in selecting the Mortgage
        Loans;

       

      (vii)  each
        Mortgage is a valid and enforceable first lien on the property securing the
        related Mortgage Note and each Mortgaged Property is owned by the Mortgagor
        in
        fee simple (except with respect to common areas in the case of condominiums,
        PUDs and de minimis
        PUDs) or
        by leasehold for a term longer than the term of the related Mortgage, subject
        only to (i) the lien of current real property taxes and assessments, (ii)
        covenants, conditions and restrictions, rights of way, easements and other
        matters of public record as of the date of recording of such Mortgage, such
        exceptions being acceptable to mortgage lending institutions generally or
        specifically reflected in the appraisal obtained in connection with the
        origination of the related Mortgage Loan or referred to in the lender’s title
        insurance policy delivered to the originator of the related Mortgage Loan
        and
        (iii) other matters to which like properties are commonly subject which do
        not
        materially interfere with the benefits of the security intended to be provided
        by such Mortgage;

       

      (viii)  there
        is
        no mechanics’ lien or claim for work, labor or material affecting the premises
        subject to any Mortgage which is or may be a lien prior to, or equal with,
        the
        lien of such Mortgage except those which are insured against by the title
        insurance policy referred to in (xiii) below;

       

      (ix)  there
        was
        no delinquent tax or assessment lien against the property subject to any
        Mortgage, except where such lien was being contested in good faith and a
        stay
        had been granted against levying on the property;

       

      (x)  there
        is
        no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
        including the obligation of the Mortgagor to pay the unpaid principal and
        interest on such Mortgage Note;

       

      (xi)  the
        physical property subject to any Mortgage is free of material damage and
        is in
        good repair and there is no proceeding pending or threatened for the total
        or
        partial condemnation of any Mortgaged Property;

       

      (xii)  the
        Mortgaged Property and all improvements thereon comply with all requirements
        of
        any applicable zoning and subdivision laws and ordinances;

       

      (xiii)  a
        lender’s title insurance policy (on an ALTA or CLTA form) or binder, or other
        assurance of title customary in the relevant jurisdiction therefor in a form
        acceptable to Fannie Mae or Freddie Mac, was issued on the date that each
        Mortgage Loan was created by a title insurance company which, to the best
        of the
        Seller’s knowledge, was qualified to do business in the jurisdiction where the
        related Mortgaged Property is located, insuring the Seller and its successors
        and assigns that the Mortgage is a first priority lien on the related Mortgaged
        Property in the original principal amount of the Mortgage Loan. The Seller
        is
        the sole insured under such lender’s title insurance policy, and such policy,
        binder or assurance is valid and remains in full force and effect, and each
        such
        policy, binder or assurance shall contain all applicable endorsements including
        a negative amortization endorsement, if applicable;

       

      (xiv)  At
        the
        time of origination, each Mortgaged Property was the subject of an appraisal
        which conformed to the underwriting requirements of the originator of the
        Mortgage Loan and, the appraisal is in a form acceptable to Fannie Mae or
        FHLMC.

       

      (xv)  the
        improvements on each Mortgaged Property securing a Mortgage Loan is insured
        (by
        an insurer which is acceptable to the Seller) against loss by fire and such
        hazards as are covered under a standard extended coverage endorsement in
        the
        locale in which the Mortgaged Property is located, in an amount which is
        not
        less than the lesser of the maximum insurable value of the improvements securing
        such Mortgage Loan or the outstanding principal balance of the Mortgage Loan,
        but in no event in an amount less than an amount that is required to prevent
        the
        Mortgagor from being deemed to be a co-insurer thereunder; if the improvement
        on
        the Mortgaged Property is a condominium unit, it is included under the coverage
        afforded by a blanket policy for the condominium project; if upon origination
        of
        the related Mortgage Loan, the improvements on the Mortgaged Property were
        in an
        area identified as a federally designated flood area, a flood insurance policy
        is in effect in an amount representing coverage not less than the least of
        (i)
        the outstanding principal balance of the Mortgage Loan, (ii) the restorable
        cost
        of improvements located on such Mortgaged Property or (iii) the maximum coverage
        available under federal law; and each Mortgage obligates the Mortgagor
        thereunder to maintain the insurance referred to above at the Mortgagor’s cost
        and expense;

       

      (xvi)  each
        Mortgage Loan constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of
        the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6),
        (7)
        and (9) without reliance on the provisions of Treasury Regulation Section
        1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other
        provision that would allow a Mortgage Loan to be treated as a “qualified
        mortgage” notwithstanding its failure to meet the requirements of Section
        860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1),
        (2),
        (4), (5), (6), (7) and (9);

       

      (xvii)  none
        of
        the Mortgage Loans are (a) loans subject to 12 CFR Part 226.31, 12 CFR Part
        226.32 or 12 CFR Part 226.34 of Regulation Z, the regulation implementing
        TILA,
        which implements the Home Ownership and Equity Protection Act of 1994, as
        amended or (b) “high cost home,” “covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home Ownership Security Act of 2002 that
        were originated between November 26, 2003 and July 7, 2004), “high risk home” or
“predatory” loans under any applicable state, federal or local law (or a
        similarly classified loan using different terminology under a law imposing
        heightened regulatory scrutiny or additional legal liability for residential
        mortgage loans having high interest rates, points and/or fees);

       

      (xviii)  the
        information set forth in Schedule A of the Prospectus Supplement with respect
        to
        the Mortgage Loans is true and correct in all material respects; 

       

      (xix)  no
        Mortgage Loan (a) is a “high cost loan” or “covered loan” as applicable (as such
        terms are defined in the then current Standard & Poor’s LEVELS® Glossary,
        which is now Version 5.7, Appendix E, attached hereto as Exhibit 6 or (b)
        was
        originated on or after October 1, 2002 and before March 7, 2003, which is
        governed by the Georgia Fair Lending Act;

       

      (xx)  each
        Mortgage Loan was originated in accordance with the underwriting guidelines
        of
        the related originator;

       

      (xxi)  each
        original Mortgage has been recorded or is in the process of being recorded
        in
        accordance with the requirements of Section 2.01 of the Pooling and Servicing
        Agreement in the appropriate jurisdictions wherein such recordation is required
        to perfect the lien thereof for the benefit of the Trust Fund;

       

      (xxii)  the
        related Mortgage File contains each of the documents and instruments listed
        in
        Section 2.01 of the Pooling and Servicing Agreement, subject to any exceptions,
        substitutions and qualifications as are set forth in such Section;

       

      (xxiii)  the
        Mortgage Loans are currently being serviced in accordance with accepted
        servicing practices; and

       

      (xxiv)  with
        respect to each Mortgage Loan that has a prepayment penalty feature, each
        such
        prepayment penalty is enforceable and will be enforced by the Mortgage Loan
        Seller and each prepayment penalty is permitted pursuant to federal, state
        and
        local law. In addition, with respect to each Mortgage Loan (i) no Mortgage
        Loan
        will impose a prepayment penalty for a term in excess of five years from
        the
        date such Mortgage Loan was originated and (ii) such prepayment penalty is
        at
        least equal to the lesser of (A) the maximum amount permitted under applicable
        law and (B) six months interest at the related Mortgage Interest Rate on
        the
        amount prepaid in excess of 20% of the original principal balance of such
        Mortgage Loan.

       

      (xxv)  If
        any of
        the Mortgage Loans are secured by a leasehold interest, with respect to each
        leasehold interest: the use of leasehold estates for residential properties
        is
        an accepted practice in the area where the related Mortgaged Property is
        located; residential property in such area consisting of leasehold estates
        is
        readily marketable; the lease is recorded and no party is in any way in breach
        of any provision of such lease; the leasehold is in full force and effect
        and is
        not subject to any prior lien or encumbrance by which the leasehold could
        be
        terminated or subject to any charge or penalty; and the remaining term of
        the
        lease does not terminate less than ten years after the maturity date of such
        Mortgage Loan;

       

      (xxvi)  each
        Mortgage Loan was originated (a) by a savings and loan association, savings
        bank, commercial bank, credit union, insurance company or similar institution
        that is supervised and examined by a federal or state authority, (b) by a
        mortgagee approved by the Secretary of Housing and Urban Development pursuant
        to
        Sections 203 and 211 of the National Housing Act, as amended, or (c) by a
        mortgage broker or correspondent lender in a manner such that the related
        Mortgage Loan would be regarded for purposes of Section 3(a)(41) of the
        Securities Exchange Act of 1934, as amended, as having been originated by
        an
        entity described in clauses (a) or (b) above.

       

      It
        is
        understood and agreed that the representations and warranties set forth in
        this
        Section 7 will inure to the benefit of the Purchaser, its successors and
        assigns, notwithstanding any restrictive or qualified endorsement on any
        Mortgage Note or assignment of Mortgage or the examination of any Mortgage
        File.
        Upon any substitution for a Mortgage Loan, the representations and warranties
        set forth above shall be deemed to be made by the Seller as to any Substitute
        Mortgage Loan as of the date of substitution.

       

      Upon
        discovery or receipt of notice by the Seller, the Purchaser or the Trustee
        of a
        breach of any representation or warranty of the Seller set forth in this
        Section
        7 which materially and adversely affects the value of the interests of the
        Purchaser, the Certificateholders or the Trustee in any of the Mortgage Loans
        delivered to the Purchaser pursuant to this Agreement, the party discovering
        or
        receiving notice of such breach shall give prompt written notice to the others.
        In the case of any such breach of a representation or warranty set forth
        in this
        Section 7, within 90 days from the date of discovery by the Seller, or the
        date
        the Seller is notified by the party discovering or receiving notice of such
        breach (whichever occurs earlier), the Seller will (i) cure such breach in
        all
        material respects, (ii) purchase the affected Mortgage Loan at the applicable
        Purchase Price or (iii) if within two years of the Closing Date, substitute
        a
        qualifying Substitute Mortgage Loan in exchange for such Mortgage Loan; provided
        that, (A) in the case of a breach of the representation and warranty concerning
        the Mortgage Loan Schedule contained in clause (i) of this Section 7, if
        such
        breach is material and relates to any field on the Mortgage Loan Schedule
        which
        identifies any Prepayment Charge or (B) in the case of a breach of the
        representation contained in clause (x) of this Section 7, then, in each case,
        in
        lieu of purchasing such Mortgage Loan from the Trust Fund at the Purchase
        Price,
        the Seller shall pay the amount of the Prepayment Charge (net of any amount
        previously collected by or paid to the Trust Fund in respect of such Prepayment
        Charge) from its own funds and without reimbursement therefor, and the Seller
        shall have no obligation to repurchase or substitute for such Mortgage Loan.
        The
        obligations of the Seller to cure, purchase or substitute a qualifying
        Substitute Mortgage Loan shall constitute the Purchaser’s, the Trustee’s and the
        Certificateholder’s sole and exclusive remedy under this Agreement or otherwise
        respecting a breach of representations or warranties hereunder with respect
        to
        the Mortgage Loans, except for the obligation of the Seller to indemnify
        the
        Purchaser for such breach as set forth in and limited by Section 13
        hereof.

       

      Any
        cause
        of action against the Seller or relating to or arising out of a breach by
        the
        Seller of any representations and warranties made in this Section 7 shall
        accrue
        as to any Mortgage Loan upon (i) discovery of such breach by the Seller or
        notice thereof by the party discovering such breach and (ii) failure by the
        Seller to cure such breach, purchase such Mortgage Loan or substitute a
        qualifying Substitute Mortgage Loan pursuant to the terms hereof.

       

      SECTION
        8.  Representations
        and Warranties Concerning the Seller.
        As of
        the date hereof and as of the Closing Date, the Seller represents and warrants
        to the Purchaser as to itself in the capacity indicated as follows:

       

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

       

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

       

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

       

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

       

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

       

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

       

      (g)  the
        Seller’s Information (as defined in Section 13(a) hereof) does not include any
        untrue statement of a material fact or omit to state a material fact necessary
        in order to make the statements made, in light of the circumstances under
        which
        they were made, not misleading.

       

      SECTION
        9.  Representations
        and Warranties Concerning the Purchaser.
        As of
        the date hereof and as of the Closing Date, the Purchaser represents and
        warrants to the Seller as follows:

       

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

       

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

       

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

       

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

       

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

       

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

       

      (g)  the
        Purchaser’s Information (as defined in Section 13(b) hereof) does not include
        any untrue statement of a material fact or omit to state a material fact
        necessary in order to make the statements made, in light of the circumstances
        under which they were made, not misleading.

       

      SECTION
        10.  Conditions
        to Closing.

       

      (a)  The
        obligations of the Purchaser under this Agreement will be subject to the
        satisfaction, on or prior to the Closing Date, of the following
        conditions:

       

      (i)  Each
        of
        the obligations of the Seller required to be performed at or prior to the
        Closing Date pursuant to the terms of this Agreement shall have been duly
        performed and complied with in all material respects; all of the representations
        and warranties of the Seller under this Agreement shall be true and correct
        as
        of the date or dates specified in all material respects; and no event shall
        have
        occurred which, with notice or the passage of time, would constitute a default
        under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser
        shall have received certificates to that effect signed by authorized officers
        of
        the Seller.

       

      (ii)  The
        Purchaser shall have received all of the following closing documents, in
        such
        forms as are agreed upon and reasonably acceptable to the Purchaser, duly
        executed by all signatories (other than the Purchaser) as required pursuant
        to
        the respective terms thereof:

       

      (1)  The
        Pooling and Servicing Agreement, in form and substance reasonably satisfactory
        to the Trustee and the Purchaser, and all documents required thereby duly
        executed by all signatories;

       

      (2)  A
        certificate of an officer of the Seller dated as of the Closing Date, in
        a form
        reasonably acceptable to the Purchaser, and attached thereto the resolutions
        of
        the Seller authorizing the transactions contemplated by this Agreement, together
        with copies of the charter and by-laws of the Seller;

       

      (3)  One
        or
        more opinions of counsel from the Seller’s counsel otherwise in form and
        substance reasonably satisfactory to the Purchaser, the Trustee and each
        Rating
        Agency;

       

      (4)  A
        letter
        from each of the Rating Agencies giving each Class of Certificates set forth
        on
        Schedule A the rating set forth on Schedule A; and

       

      (5)  Such
        other documents, certificates (including additional representations and
        warranties) and opinions as may be reasonably necessary to secure the intended
        ratings from each Rating Agency for the Certificates.

       

      (iii)  The
        Certificates to be sold to Bear Stearns pursuant to the Underwriting Agreement
        and the Purchase Agreement shall have been issued and sold to Bear
        Stearns.

       

      (iv)  The
        Seller shall have furnished to the Purchaser such other certificates of its
        officers or others and such other documents and opinions of counsel to evidence
        fulfillment of the conditions set forth in this Agreement and the transactions
        contemplated hereby as the Purchaser and its counsel may reasonably
        request.

       

      (b)  The
        obligations of the Seller under this Agreement shall be subject to the
        satisfaction, on or prior to the Closing Date, of the following
        conditions:

       

      (i)  The
        obligations of the Purchaser required to be performed by it on or prior to
        the
        Closing Date pursuant to the terms of this Agreement shall have been duly
        performed and complied with in all material respects, and all of the
        representations and warranties of the Purchaser under this Agreement shall
        be
        true and correct in all material respects as of the date hereof and as of
        the
        Closing Date, and no event shall have occurred which would constitute a breach
        by it of the terms of this Agreement, and the Seller shall have received
        a
        certificate to that effect signed by an authorized officer of the
        Purchaser.

       

      (ii)  The
        Seller shall have received copies of all of the following closing documents,
        in
        such forms as are agreed upon and reasonably acceptable to the Seller, duly
        executed by all signatories other than the Seller as required pursuant to
        the
        respective terms thereof:

       

      (1)  The
        Pooling and Servicing Agreement, in form and substance reasonably satisfactory
        to the Seller, and all documents required thereby duly executed by all
        signatories;

       

      (2)  A
        certificate of an officer of the Purchaser dated as of the Closing Date,
        in a
        form reasonably acceptable to the Seller, and attached thereto the resolutions
        of the Purchaser authorizing the transactions contemplated by this Agreement
        and
        the Pooling and Servicing Agreement, together with copies of the Purchaser’s
        articles of incorporation, and evidence as to the good standing of the Purchaser
        dated as of a recent date;

       

      (3)  One
        or
        more opinions of counsel from the Purchaser’s counsel in form and substance
        reasonably satisfactory to the Seller;

       

      (4)  Such
        other documents, certificates (including additional representations and
        warranties) and opinions as may be reasonably necessary to secure the intended
        rating from each Rating Agency for the Certificates;

       

      SECTION
        11.  Fees
        and Expenses.
        Subject
        to Section 16 hereof, the Seller shall pay on the Closing Date or such later
        date as may be agreed to by the Purchaser (i) the fees and expenses of the
        Seller’s attorneys and the reasonable fees and expenses of the Purchaser’s
        attorneys, (ii) the fees and expenses of Deloitte & Touche LLP, (iii) the
        fee for the use of Purchaser’s Registration Statement based on the aggregate
        original principal amount of the Certificates and the filing fee of the
        Commission as in effect on the date on which the Registration Statement was
        declared effective, (iv) the fees and expenses including counsel’s fees and
        expenses in connection with any “blue sky” and legal investment matters, (v) the
        fees and expenses of the Trustee which shall include without limitation the
        fees
        and expenses of the Trustee (and the fees and disbursements of its counsel)
        with
        respect to (A) legal and document review of this Agreement, the Pooling and
        Servicing Agreement, the Certificates and related agreements, (B) attendance
        at
        the Closing and (C) review of the Mortgage Loans to be performed by the
        Custodian, (vi) the expenses for printing or otherwise reproducing the
        Certificates, the Prospectus and the Prospectus Supplement, (vii) the fees
        and
        expenses of each Rating Agency (both initial and ongoing), (viii) the fees
        and
        expenses relating to the preparation and recordation of mortgage assignments
        (including intervening assignments, if any and if available, to evidence
        a
        complete chain of title from the originator to the Trustee) from the Seller
        to
        the Trustee or the expenses relating to the Opinion of Counsel referred to
        in
        Section 6(a) hereof, as the case may be, and (ix) Mortgage File due diligence
        expenses and other out-of-pocket expenses incurred by the Purchaser in
        connection with the purchase of the Mortgage Loans and by Bear Stearns in
        connection with the sale of the Certificates. The Seller additionally agrees
        to
        pay directly to any third party on a timely basis the fees provided for above
        which are charged by such third party and which are billed
        periodically.

       

      SECTION
        12.  Accountants’
        Letters.

       

      (a)  Deloitte
        & Touche LLP will review the characteristics of a sample of the Mortgage
        Loans described in the Mortgage Loan Schedule and will compare those
        characteristics to the description of the Mortgage Loans contained in the
        Prospectus Supplement under the captions “Summary of Prospectus Supplement—The
        Mortgage Loans”, “The Mortgage Pool” and “Certain Characteristics of the
        Mortgage Loans” in Schedule A thereto. The Seller will cooperate with the
        Purchaser in making available all information and taking all steps reasonably
        necessary to permit such accountants to complete the review and to deliver
        the
        letters required of them under the Underwriting Agreement. Deloitte & Touche
        LLP will also confirm certain calculations as set forth under the caption
“Yield
        On The Certificates” in the Prospectus Supplement.

       

      (b)  To
        the
        extent statistical information with respect to the Master Servicer or any
        Servicer’s servicing portfolio is included in the Prospectus Supplement under
        the caption “The Master Servicer and the Servicers,” a letter from the certified
        public accountant for such Master Servicer, Servicer or Servicers, as
        applicable, will be delivered to the Purchaser dated the date of the Prospectus
        Supplement, in the form previously agreed to by the Seller and the Purchaser,
        with respect to such statistical information.

       

      SECTION
        13.  Indemnification.

       

      (a)  The
        Seller shall indemnify and hold harmless the Purchaser and its directors,
        officers and controlling persons (as defined in Section 15 of the Securities
        Act) from and against any loss, claim, damage or liability or action in respect
        thereof, to which they or any of them may become subject, under the Securities
        Act or otherwise, insofar as such loss, claim, damage, liability or action
        arises out of, or is based upon (i) any untrue statement of a material fact
        contained in the Seller’s
        Information
        as
        identified in Exhibit
        3,
        the
        omission to state in the Prospectus Supplement or Prospectus (or any amendment
        thereof or supplement thereto approved by the Seller and in which additional
        Seller’s Information is identified), in reliance upon and in conformity with
        Seller’s Information a material fact required to be stated therein or necessary
        to make the statements therein in light of the circumstances in which they
        were
        made, not misleading, (ii) any representation or warranty assigned or made
        by
        the Seller in Section 7 or Section 8 hereof being, or alleged to be, untrue
        or
        incorrect, or (iii) any failure by the Seller to perform its obligations
        under
        this Agreement; and the Seller shall reimburse the Purchaser and each other
        indemnified party for any legal and other expenses reasonably incurred by
        them
        in connection with investigating or defending or preparing to defend against
        any
        such loss, claim, damage, liability or action.

       

      The
        foregoing indemnity agreement is in addition to any liability which the Seller
        otherwise may have to the Purchaser or any other such indemnified
        party.

       

      (b)  The
        Purchaser shall indemnify and hold harmless the Seller and its respective
        directors, officers and controlling persons (as defined in Section 15 of
        the
        Securities Act) from and against any loss, claim, damage or liability or
        action
        in respect thereof, to which they or any of them may become subject, under
        the
        Securities Act or otherwise, insofar as such loss, claim, damage, liability
        or
        action arises out of, or is based upon (i) any untrue statement of a material
        fact contained in the Purchaser’s
        Information
        as
        identified in Exhibit
        4,
        the
        omission to state in the Prospectus Supplement or Prospectus (or any amendment
        thereof or supplement thereto approved by the Purchaser and in which additional
        Purchaser’s Information is identified), in reliance upon and in conformity with
        the Purchaser’s Information, a material fact required to be stated therein or
        necessary to make the statements therein in light of the circumstances in
        which
        they were made, not misleading, (ii) any representation or warranty made
        by the
        Purchaser in Section 9 hereof being, or alleged to be, untrue or incorrect,
        or
        (iii) any failure by the Purchaser to perform its obligations under this
        Agreement; and the Purchaser shall reimburse the Seller, and each other
        indemnified party for any legal and other expenses reasonably incurred by
        them
        in connection with investigating or defending or preparing to defend any
        such
        loss, claim, damage, liability or action. The foregoing indemnity agreement
        is
        in addition to any liability which the Purchaser otherwise may have to the
        Seller, or any other such indemnified party,

       

      (c)  Promptly
        after receipt by an indemnified party under subsection (a) or (b) above of
        notice of the commencement of any action, such indemnified party shall, if
        a
        claim in respect thereof is to be made against the indemnifying party under
        such
        subsection, notify each party against whom indemnification is to be sought
        in
        writing of the commencement thereof (but the failure so to notify an
        indemnifying party shall not relieve it from any liability which it may have
        under this Section 13 except to the extent that it has been prejudiced in
        any
        material respect by such failure or from any liability which it may have
        otherwise). In case any such action is brought against any indemnified party,
        and it notifies an indemnifying party of the commencement thereof, the
        indemnifying party will be entitled to participate therein and, to the extent
        it
        may elect by written notice delivered to the indemnified party promptly (but,
        in
        any event, within 30 days) after receiving the aforesaid notice from such
        indemnified party, to assume the defense thereof with counsel reasonably
        satisfactory to such indemnified party. Notwithstanding the foregoing, the
        indemnified party or parties shall have the right to employ its or their
        own
        counsel in any such case, but the fees and expenses of such counsel shall
        be at
        the expense of such indemnified party or parties unless (i) the employment
        of
        such counsel shall have been authorized in writing by one of the indemnifying
        parties in connection with the defense of such action, (ii) the indemnifying
        parties shall not have employed counsel to have charge of the defense of
        such
        action within a reasonable time after notice of commencement of the action,
        or
        (iii) such indemnified party or parties shall have reasonably concluded that
        there is a conflict of interest between itself or themselves and the
        indemnifying party in the conduct of the defense of any claim or that the
        interests of the indemnified party or parties are not substantially co-extensive
        with those of the indemnifying party (in which case the indemnifying parties
        shall not have the right to direct the defense of such action on behalf of
        the
        indemnified party or parties), in any of which events such fees and expenses
        shall be borne by the indemnifying parties; provided,
        however,
        that
        the indemnifying party shall be liable only for the fees and expenses of
        one
        counsel in addition to one local counsel in the jurisdiction involved. Anything
        in this subsection to the contrary notwithstanding, an indemnifying party
        shall
        not be liable for any settlement or any claim or action effected without
        its
        written consent; provided,
        however,
        that
        such consent was not unreasonably withheld.

       

      (d)  If
        the
        indemnification provided for in paragraphs (a) and (b) of this Section 13
        shall
        for any reason be unavailable to an indemnified party in respect of any loss,
        claim, damage or liability, or any action in respect thereof, referred to
        in
        Section 13, then the indemnifying party shall in lieu of indemnifying the
        indemnified party contribute to the amount paid or payable by such indemnified
        party as a result of such loss, claim, damage or liability, or action in
        respect
        thereof, in such proportion as shall be appropriate to reflect the relative
        benefits received by the Seller on the one hand and the Purchaser on the
        other
        from the purchase and sale of the Mortgage Loans, the offering of the
        Certificates and the other transactions contemplated hereunder. No person
        found
        liable for a fraudulent misrepresentation (within the meaning of Section
        11(f)
        of the Securities Act) shall be entitled to contribution from any person
        who is
        not also found liable for such fraudulent misrepresentation.

       

      (e)  The
        parties hereto agree that reliance by an indemnified party on any publicly
        available information or any information or directions furnished by an
        indemnifying party shall not constitute negligence, bad faith or willful
        misconduct by such indemnified party.

       

      SECTION
        14.  Notices.
        All
        demands, notices and communications hereunder shall be in writing but may
        be
        delivered by facsimile transmission subsequently confirmed in writing. Notices
        to the Seller shall be directed to EMC Mortgage Corporation, 2780 Lake Vista
        Drive, Lewisville, TX 75067 Facsimile: (469) 759-4714, Attention, President
        or
        General Counsel and notices to the Purchaser shall be directed to Structured
        Asset Mortgage Investments II Inc., 383 Madison Avenue, New York, New York
        10179
        (Telecopy: (212-272-7206)), Attention: Baron Silverstein; or to any other
        address as may hereafter be furnished by one party to the other party by
        like
        notice. Any such demand, notice or communication hereunder shall be deemed
        to
        have been received on the date received at the premises of the addressee
        (as
        evidenced, in the case of registered or certified mail, by the date noted
        on the
        return receipt) provided that it is received on a business day during normal
        business hours and, if received after normal business hours, then it shall
        be
        deemed to be received on the next business day.

       

      SECTION
        15.  Transfer
        of Mortgage Loans.
        The
        Purchaser retains the right to assign the Mortgage Loans and any or all of
        its
        interest under this Agreement to the Trustee without the consent of the Seller,
        and, upon such assignment, the Trustee shall succeed to the applicable rights
        and obligations of the Purchaser hereunder; provided,
        however,
        the
        Purchaser shall remain entitled to the benefits set forth in Sections 11,
        13 and
        17 hereto and as provided in Section 2(a). Notwithstanding the foregoing,
        the
        sole and exclusive right and remedy of the Trustee with respect to a breach
        of
        representation or warranty of the Seller shall be the purchase or substitution
        obligations of the Seller contained in Sections 5 and 7 hereof.

       

      SECTION
        16.  Termination.
        This
        Agreement may be terminated (a) by the mutual consent of the parties hereto
        prior to the Closing Date, (b) by the Purchaser, if the conditions to the
        Purchaser’s obligation to close set forth under Section 10(a) hereof are not
        fulfilled as and when required to be fulfilled or (c) by the Seller, if the
        conditions to the Seller’s obligation to close set forth under Section 10(b)
        hereof are not fulfilled as and when required to be fulfilled. In the event
        of
        termination pursuant to clause (b), the Seller shall pay, and in the event
        of
        termination pursuant to clause (c), the Purchaser shall pay, all reasonable
        out-of-pocket expenses incurred by the other in connection with the transactions
        contemplated by this Agreement. In the event of a termination pursuant to
        clause
        (a), each party shall be responsible for its own expenses.

       

      SECTION
        17.  Representations,
        Warranties and Agreements to Survive Delivery.
        All
        representations, warranties and agreements contained in this Agreement, or
        contained in certificates of officers of the Seller submitted pursuant hereto,
        shall remain operative and in full force and effect and shall survive delivery
        of the Mortgage Loans to the Purchaser (and by the Purchaser to the Trustee).
        Subsequent to the delivery of the Mortgage Loans to the Purchaser, the Seller’s
        representations and warranties contained herein with respect to the Mortgage
        Loans shall be deemed to relate to the Mortgage Loans actually delivered
        to the
        Purchaser and included in the Mortgage Loan Schedule and any Substitute Mortgage
        Loan. 

       

      SECTION
        18.  Severability.
        If any
        provision of this Agreement shall be prohibited or invalid under applicable
        law,
        the Agreement shall be ineffective only to such extent, without invalidating
        the
        remainder of this Agreement.

       

      SECTION
        19.  Counterparts.
        This
        Agreement may be executed in counterparts, each of which will be an original,
        but which together shall constitute one and the same agreement.

       

      SECTION
        20.  Amendment.
        This
        Agreement cannot be amended or modified in any manner without the prior written
        consent of each party.

       

      SECTION
        21.  GOVERNING
        LAW.
        THIS
        AGREEMENT shall be governed by, and construed in accordance with, the laws
        of
        the State of New York, without regard to conflict of laws principles thereof
        other than Section 5-1401 of the New York General Obligations Law.

       

      SECTION
        22.  Further
        Assurances.
        Each of
        the parties agrees to execute and deliver such instruments and take such
        actions
        as another party may, from time to time, reasonably request in order to
        effectuate the purpose and to carry out the terms of this Agreement including
        any amendments hereto which may be required by either Rating
        Agency.

       

      SECTION
        23.  Successors
        and Assigns.

       

      This
        Agreement shall bind and inure to the benefit of and be enforceable by the
        Seller and the Purchaser and their permitted successors and assigns and,
        to the
        extent specified in Section 13 hereof, Bear Stearns, and their directors,
        officers and controlling persons (within the meaning of federal securities
        laws). The Seller acknowledges and agrees that the Purchaser may assign its
        rights under this Agreement (including, without limitation, with respect
        to the
        Seller’s representations and warranties respecting the Mortgage Loans) to the
        Trustee. Any person into which the Seller may be merged or consolidated (or
        any
        person resulting from any merger or consolidation involving the Seller),
        any
        person resulting from a change in form of the Seller or any person succeeding
        to
        the business of the Seller, shall be considered the “successor” of the Seller
        hereunder and shall be considered a party hereto without the execution or
        filing
        of any paper or any further act or consent on the part of any party hereto.
        Except as provided in the two preceding sentences, this Agreement cannot
        be
        assigned, pledged or hypothecated by either party hereto without the written
        consent of the other parties to this Agreement and any such assignment or
        purported assignment shall be deemed null and void.

       

      SECTION
        24.  The
        Seller.
        The
        Seller will keep in full force and effect its existence, all rights and
        franchises as a corporation under the laws of the State of its incorporation
        and
        will obtain and preserve its qualification to do business as a foreign
        corporation in each jurisdiction in which such qualification is necessary
        to
        perform its obligations under this Agreement.

       

      SECTION
        25.  Entire
        Agreement.
        This
        Agreement contains the entire agreement and understanding between the parties
        with respect to the subject matter hereof, and supersedes all prior and
        contemporaneous agreements, understandings, inducements and conditions, express
        or implied, oral or written, of any nature whatsoever with respect to the
        subject matter hereof.

       

      SECTION
        26.  No
        Partnership.
        Nothing herein contained shall be deemed or construed to create a partnership
        or
        joint venture between the parties hereto.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       

      


       

      

        
           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused their names to be signed
        hereto
        by their respective duly authorized officers as of the date first above
        written.

       

      
        	
                EMC
                  MORTGAGE CORPORATION

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	 
	 
	
                STRUCTURED
                  ASSET MORTGAGE INVESTMENTS II INC.

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      EXHIBIT
        1

       

      CONTENTS
        OF MORTGAGE FILE

       

      With
        respect to each Mortgage Loan, the Mortgage File shall include each of the
        following items, which shall be available for inspection by the Purchaser
        or its
        designee, and which shall be delivered to the Purchaser or its designee pursuant
        to the terms of the Agreement.

       

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

       

      (ii) The
        original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting
        the
        presence of the MIN and language indicating that such Mortgage Loan is a
        MOM
        Loan, which shall have been recorded (or, for Mortgage Loans other than the
        EMC
        Flow Loans, if the original is not available, a copy), with evidence of such
        recording indicated thereon (or if the original is not available, a copy),
        with
        evidence of such recording indicated thereon (or if the original Security
        Instrument, assignments to the Trustee or intervening assignments thereof
        which
        have been delivered, are being delivered or will, upon receipt of recording
        information relating to the Security Instrument required to be included thereon,
        be delivered to recording offices for recording and have not been returned
        to
        the Seller in time to permit their recording as specified in Section 2.01(b)
        of
        the Pooling and Servicing Agreement, shall be in recordable form);

       

      (iii) unless
        the Mortgage Loan is a MOM Loan or has been assigned in the name of MERS,
        a
        certified copy of the assignment (which may be in the form of a blanket
        assignment if permitted in the jurisdiction in which the Mortgaged Property
        is
        located) to “U.S. Bank National Association, as Trustee”, with evidence of
        recording with respect to each Mortgage Loan in the name of the Trustee thereon
        (or if (A) the original Security Instrument, assignments to the Trustee or
        intervening assignments thereof which have been delivered, are being delivered
        or will, upon receipt of recording information relating to the Security
        Instrument required to be included thereon, be delivered to recording offices
        for recording and have not been returned to the Seller in time to permit
        their
        delivery as specified in Section 2.01(b) of the Pooling and Servicing Agreement,
        the Seller may deliver a true copy thereof with a certification by the Seller,
        on the face of such copy, substantially as follows: “Certified to be a true and
        correct copy of the original” or (B) the related Mortgaged Property is located
        in a state other than Maryland or an Opinion of Counsel has been provided
        as set
        forth in Section 2.01(b) of the Pooling and Servicing Agreement, shall be
        in
        recordable form);

       

      (iv)
         all
        intervening assignments of the Security Instrument, if applicable and only
        to
        the extent available to the Seller with evidence of recording
        thereon;

       

      (v) the
        original or a copy of the policy or certificate of primary mortgage guaranty
        insurance, to the extent available, if any;

       

      (vi) the
        original policy of title insurance or mortgagee’s certificate of title insurance
        or commitment or binder for title insurance or, in the event such original
        title
        policy has not been received from the title insurer, such original title
        policy
        will be delivered within one year of the Closing Date or, in the event such
        original title policy is unavailable, a photocopy of such title policy or,
        in
        lieu thereof, a current lien search on the related Mortgaged Property;
        and

       

      (vii) originals
        of all modification agreements, if applicable and available.

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        2

       

      MORTGAGE
        LOAN SCHEDULE INFORMATION

       

      The
        Mortgage Loan Schedule shall set forth the following information with respect
        to
        each Mortgage Loan:

       

      

        
          	
                  (a)

                	
                  the
                    city, state and zip code of the Mortgaged Property; 

                
	 	 
	
                  (b)

                	
                  the
                    property type;

                
	 	 
	
                  (c)

                	
                  the
                    Mortgage Rate;

                
	 	 
	
                  (d)

                	
                  the
                    Servicing Fee Rate;

                
	 	 
	
                  (e)

                	
                  the
                    Master Servicer’s Fee Rate, if applicable;

                
	 	 
	
                  (f)

                	
                  the
                    LPMI Fee, if applicable;

                
	 	 
	
                  (g)

                	
                  the
                    Trustee Fee Rate, if applicable;

                
	 	 
	
                  (h)

                	
                  the
                    Net Rate;

                
	 	 
	
                  (i)

                	
                  the
                    maturity date;

                
	 	 
	
                  (j)

                	
                  the
                    stated original term to maturity;

                
	 	 
	
                  (k)

                	
                  the
                    stated remaining term to maturity;

                
	 	 
	
                  (l)

                	
                  the
                    original principal balance;

                
	 	 
	
                  (m)

                	
                  the
                    first payment date;

                
	 	 
	
                  (n)

                	
                  the
                    principal and interest payment in effect as of the Cut-off
                    Date;

                
	 	 
	
                  (o)

                	
                  the
                    unpaid principal balance as of the Cut-off Date;

                
	 	 
	
                  (p)

                	
                  the
                    Loan-to-Value Ratio at origination;

                
	 	 
	
                  (q)

                	
                  the
                    insurer of any Primary Mortgage Insurance Policy;

                
	 	 
	
                  (r)

                	
                  the
                    MIN with respect to each MOM Loan;

                
	 	 
	
                  (s)

                	
                  the
                    Gross Margin, if applicable;

                
	 	 
	
                  (t)

                	
                  the
                    next Adjustment Date, if applicable;

                
	 	 
	
                  (u)

                	
                  the
                    Maximum Lifetime Mortgage Rate, if applicable;

                
	 	 
	
                  (v)

                	
                  the
                    Minimum Lifetime Mortgage Rate, if applicable;

                
	 	 
	
                  (w)

                	
                  the
                    Periodic Rate Cap, if applicable; 

                
	 	 
	
                  (x)

                	
                  the
                    Loan Group, if applicable;

                
	 	 
	
                  (y)

                	
                  a
                    code indicating whether the Mortgage Loan is negatively
                    amortizing;

                
	 	 
	
                  (z)

                	
                  which
                    Mortgage Loans adjust after an initial fixed rate period of one,
                    two,
                    three, five, seven or ten years or any other period; 

                
	 	 
	
                  (aa)

                	
                  the
                    Prepayment Charge, if any;

                
	 	 
	
                  (bb)

                	
                  lien
                    position (e.g., first lien or second lien);

                
	 	 
	
                  (cc)

                	
                  a
                    code indicating whether the Mortgage Loan is has a balloon
                    payment;

                
	 	 
	
                  (dd)

                	
                  a
                    code indicating whether the Mortgage Loan is an interest-only
                    loan;
                    

                
	 	 
	
                  (ee)

                	
                  the
                    interest-only term, if applicable;

                
	 	 
	
                  (ff)

                	
                  the
                    Mortgage Loan Seller; and

                
	 	 
	
                  (gg)

                	
                  the
                    original amortization term.

                
	 	 


        

      

       

      Such
        schedule also shall set forth for all of the Mortgage Loans, the total number
        of
        Mortgage Loans, the total of each of the amounts described under (n) and
        (o)
        above, the weighted average by principal balance as of the Cut-off Date of
        each
        of the rates described under (c) through (h) above, and the weighted average
        remaining term to maturity by unpaid principal balance as of the Cut-off
        Date.

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        3

       

      SELLER’S
        INFORMATION

       

      All
        information in the Prospectus Supplement described under the following Sections:
        “SUMMARY OF PROSPECTUS SUPPLEMENT—The Mortgage Loans,” “THE MORTGAGE POOL”, “THE
        SPONSOR" and “SCHEDULE A—CERTAIN CHARACTERISTICS OF THE MORTGAGE
        LOANS.”

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      EXHIBIT
        4

       

      PURCHASER’S
        INFORMATION

       

      All
        information in the Prospectus Supplement and the Prospectus, except the Seller’s
        Information.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      EXHIBIT
        5

      


      SCHEDULE
        OF LOST NOTES

       

      Available
        Upon Request

      


       

      




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        6

      REVISED
        October 20, 2006

      


      APPENDIX
        E - STANDARD & POOR’S PREDATORY LENDING CATEGORIES

       

      


      Standard
        & Poor’s has categorized loans governed by anti-predatory lending laws in
        the Jurisdictions listed below into three categories based upon a combination
        of
        factors that include (a) the risk exposure associated with the assignee
        liability and (b) the tests and thresholds set
        forth in
        those laws. Note that certain loans classified by the relevant statute as
        Covered are included in Standard & Poor’s High Cost Loan Category because
        they included thresholds and tests that are typical of what is generally
        considered High Cost by the industry.

       

      

        


        
          	
                  Standard
                    & Poor’s High Cost Loan Categorization

                
	
                  State/Jurisdiction

                	
                  Name
                    of Anti-Predatory Lending

                  Law/Effective
                    Date

                	
                  Category
                    under

                  Applicable
                    Anti-Predatory Lending Law

                
	
                  Arkansas

                	
                  Arkansas
                    Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et seq.

                  Effective
                    July 16, 2003

                	
                  High
                    Cost Home Loan

                
	
                  Cleveland
                    Heights, OH

                	
                  Ordinance
                    No. 72-2003 (PSH), Mun. Code §§ 757.01 et seq.

                  Effective
                    June 2, 2003

                	
                  Covered
                    Loan

                
	
                  Colorado

                	
                  Consumer
                    Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et seq.

                  Effective
                    for covered loans offered or entered into on or after January
                    1, 2003.
                    Other provisions of the Act took effect on June 7, 2002

                	
                  Covered
                    Loan

                
	
                  Connecticut

                	
                  Connecticut
                    Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
                    et seq.

                  Effective
                    October 1, 2001 

                	
                  High
                    Cost Home Loan

                
	
                  District
                    of Columbia

                	
                  Home
                    Loan Protection Act, D.C. Code §§ 26-1151.01 et seq.

                  Effective
                    for loans closed on or after January 28, 2003

                	
                  Covered
                    Loan

                
	
                  Florida

                	
                  Fair
                    Lending Act, Fla. Stat. Ann. §§ 494.0078 et seq.

                  Effective
                    October 2, 2002

                	
                  High
                    Cost Home Loan

                
	
                  Georgia
                    (Oct. 1, 2002 - Mar. 6, 2003)

                	
                  Georgia
                    Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.
                    Effective October 1, 2002 - March 6, 2003

                	
                  High
                    Cost Home Loan

                
	
                  Georgia
                    as amended (Mar. 7, 2003 - current)

                	
                  Georgia
                    Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                  Effective
                    for loans closed on or after March 7, 2003 

                	
                  High
                    Cost Home Loan

                
	
                  HOEPA
                    Section 32

                	
                  Home
                    Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                    §§ 226.32 and 226.34

                  Effective
                    October 1, 1995, amendments October 1, 2002

                	
                  High
                    Cost Loan

                
	
                  Illinois

                	
                  High
                    Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et seq.

                  Effective
                    January 1, 2004 (prior to this date, regulations under Residential
                    Mortgage License Act effective from May 14, 2001)

                	
                  High
                    Risk Home Loan

                
	
                  Indiana

                	
                  Indiana
                    Home Loan Practices Act, Ind. Code Ann. §§ 24-9-1-1 et seq.

                  Effective
                    January 1, 2005; amended by 2005 HB 1179, effective July 1, 2005.
                    

                	
                  High
                    Cost Home Loans 

                
	
                  Kansas

                	
                  Consumer
                    Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et seq.

                  Sections
                    16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                    16a-3-308a became effective July 1, 1999

                	
                  High
                    Loan to Value Consumer Loan (id. § 16a-3-207) and;

                
	
                  High
                    APR Consumer Loan (id.
                    §16a-3-308a)

                
	
                  Kentucky

                	
                  2003
                    KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
                    et seq.
                    

                  Effective
                    June 24, 2003

                	
                  High
                    Cost Home Loan

                
	
                  Maine

                	
                  Truth
                    in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et seq.

                  Effective
                    September 29, 1995 and as amended from time to time

                	
                  High
                    Rate High Fee Mortgage

                
	
                  Massachusetts

                	
                  Part
                    40 and Part 32, 209 C.M.R. §§ 32.00 et seq.
                    and 209 C.M.R. §§ 40.01 et seq.

                  Effective
                    March 22, 2001 and amended from time to time

                	
                  High
                    Cost Home Loan

                
	
                  Nevada

                	
                  Assembly
                    Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et seq.

                  Effective
                    October 1, 2003

                	
                  Home
                    Loan

                
	
                  New
                    Jersey

                	
                  New
                    Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                    et seq.

                  Effective
                    for loans closed on or after November 27, 2003

                	
                  High
                    Cost Home Loan

                
	
                  New
                    Mexico

                	
                  Home
                    Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

                  Effective
                    as of January 1, 2004; Revised as of February 26, 2004 

                	
                  High
                    Cost Home Loan

                
	
                  New
                    York

                	
                  N.Y.
                    Banking Law Article 6-l

                  Effective
                    for applications made on or after April 1, 2003

                	
                  High
                    Cost Home Loan

                
	
                  North
                    Carolina

                	
                  Restrictions
                    and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                    et seq.

                  Effective
                    July 1, 2000; amended October 1, 2003 (adding open-end lines
                    of credit)
                    

                	
                  High
                    Cost Home Loan

                
	
                  Ohio

                	
                  H.B.
                    386 (codified in various sections of the Ohio Code), Ohio Rev.
                    Code Ann.
                    §§ 1349.25 et seq.

                  Effective
                    May 24, 2002 

                	
                  Covered
                    Loan

                
	
                  Oklahoma

                	
                  Consumer
                    Credit Code (codified in various sections of Title 14A)

                  Effective
                    July 1, 2000; amended effective January 1, 2004

                	
                  Subsection
                    10 Mortgage

                
	
                  Rhode
                    Island

                	
                  Rhode
                    Island Home Loan Protection Act, R.I. Gen. Laws §§ 34-25.2-1 et seq.

                  Effective
                    December 31, 2006. 

                	
                  High
                    Cost Home Loan

                
	
                  South
                    Carolina

                	
                  South
                    Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                    et seq.

                  Effective
                    for loans taken on or after January 1, 2004

                	
                  High
                    Cost Home Loan

                
	
                  Tennessee

                	
                  Tennessee
                    Home Loan Protection Act, Tenn. Code Ann. §§ 45-20-101 et seq.

                  Effective
                    January 1, 2007.

                	
                  High
                    Cost Home Loan

                
	
                  West
                    Virginia

                	
                  West
                    Virginia Residential Mortgage Lender, Broker and Servicer Act,
                    W. Va. Code
                    Ann. §§ 31-17-1 et seq.

                  Effective
                    June 5, 2002

                	
                  West
                    Virginia Mortgage Loan Act Loan

                


        

         

        


         

        
          	
                  Standard
                    & Poor’s Covered Loan Categorization

                
	
                  State/Jurisdiction

                	
                  Name
                    of Anti-Predatory Lending

                  Law/Effective
                    Date

                	
                  Category
                    under

                  Applicable
                    Anti-Predatory Lending Law

                
	
                  Georgia
                    (Oct. 1, 2002 - Mar. 6, 2003)

                	
                  Georgia
                    Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                  Effective
                    October 1, 2002 - March 6, 2003

                	
                  Covered
                    Loan

                
	
                  New
                    Jersey

                	
                  New
                    Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                    et seq.

                  Effective
                    November 27, 2003 - July 5, 2004

                	
                  Covered
                    Home Loan

                


        

         

        
          	
                  Standard
                    & Poor’s Home Loan Categorization

                
	
                  State/Jurisdiction

                	
                  Name
                    of Anti-Predatory Lending

                  Law/Effective
                    Date

                	
                  Category
                    under

                  Applicable
                    Anti-Predatory Lending Law

                
	
                  Georgia
                    (Oct. 1, 2002 - Mar. 6, 2003)

                	
                  Georgia
                    Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et seq.

                  Effective
                    October 1, 2002 - March 6, 2003

                	
                  Home
                    Loan

                
	
                  New
                    Jersey

                	
                  New
                    Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                    et seq.

                  Effective
                    for loans closed on or after November 27, 2003

                	
                  Home
                    Loan

                
	
                  New
                    Mexico

                	
                  Home
                    Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et seq.

                  Effective
                    as of January 1, 2004; Revised as of February 26, 2004 

                	
                  Home
                    Loan

                
	
                  North
                    Carolina

                	
                  Restrictions
                    and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                    et seq.

                  Effective
                    July 1, 2000; amended October 1, 2003 (adding open-end lines
                    of
                    credit)

                	
                  Consumer
                    Home Loan

                
	
                  South
                    Carolina

                	
                  South
                    Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                    et seq.

                  Effective
                    for loans taken on or after January 1, 2004

                	
                  Consumer
                    Home Loan

                


        

      

       

       

      Revised
        10/20/06

      


       



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

       

      REQUIRED
        RATINGS FOR EACH CLASS OF CERTIFICATES

       

      Public
        Certificates

      


      
        	
                Class

              	
                S&P

              	
                Fitch

              
	
                Class
                  A-1

              	
                AAA

              	
                Aaa

              
	
                Class
                  A-2

              	
                AAA

              	
                Aaa

              
	
                Class
                  A-3

              	
                AAA

              	
                Aaa

              
	
                Class
                  A-4

              	
                AAA

              	
                Aaa

              
	
                Class
                  A-5

              	
                AAA

              	
                Aaa

              
	
                Class
                  A-6

              	
                AAA

              	
                Aaa

              
	
                Class
                  A-7

              	
                AAA

              	
                Aaa

              
	
                Class
                  B-1

              	
                AA

              	
                Aa2

              
	
                Class
                  B-2

              	
                A

              	
                A2

              
	
                Class
                  B-3

              	
                BBB

              	
                Baa2

              
	
                Class
                  X

              	
                AAA

              	
                Aaa

              
	
                Class
                  PO

              	
                AAA

              	
                Aaa

              
	
                Class
                  R-1

              	
                AAA

              	
                Aaa

              
	
                Class
                  R-2

              	
                AAA

              	
                Aaa

              


      

       

      None
        of
        the above ratings have been lowered since the respective dates of such
        letters.

       

      Private
        Certificates

      


      
        	
                Class

              	
                S&P

              	
                Fitch

              
	
                Class
                  B-4

              	
                BB

              	
                --

              
	
                Class
                  B-5

              	
                B

              	
                --

              
	
                Class
                  B-6

              	
                --

              	
                --

              


      

       

      None
        of
        the above ratings have been lowered since the respective dates of such
        letters.

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      SCHEDULE
        B

       

      MORTGAGE
        LOAN SCHEDULE

       

      [Provided
        upon request]

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

      


      EXHIBIT
        I-1

      


      [Provided
        Under Separate Cover]

      


       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        I-2

      


      [Provided
        Under Separate Cover]


      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
      

      


      EXHIBIT
        I-3

      


      [Provided
        Under Separate Cover]

       

       

      
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        I-4

      


      [Provided
        Under Separate Cover]

       

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        




      EXHIBIT
        I-5

       

      [Provided
        Under Separate Cover]

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
      


      EXHIBIT
        J-1

       

      [Provided
        Under Separate Cover]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

       

      
        EXHIBIT
          J-2

         

        [Provided
          Under Separate Cover]

      

       

      
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        J-3

      
         

        [Provided
          Under Separate Cover]

      

      


      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        




      EXHIBIT
        J-4

       

      [Provided
        Under Separate Cover]

       

       

      
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        J-5

       

      [Provided
        Under Separate Cover]

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        K

      


      FORM
        OF
        BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE

      


       

      The
        [        
]
        agreement
        dated as of [     ],
        200[
 ] (the “Agreement”), among [IDENTIFY PARTIES]

       

      I,
        ________________________________, the _______________________ of [NAME OF
        COMPANY], certify to [the Depositor] and the [Master Servicer] [Trustee],
        and
        their officers, with the knowledge and intent that they will rely upon this
        certification, that:

       

      (1) I
        have
        reviewed the servicer compliance statement of the Company provided in accordance
        with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
        assessment of the Company’s compliance with the servicing criteria set forth in
        Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
        with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
        (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
        Assessment”), the registered public accounting firm’s attestation report
        provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
        and
        Section 1122(b) of Regulation AB (the “Attestation
        Report”), and all servicing reports, officer’s certificates and other
        information relating to the servicing of the Mortgage Loans by the Company
        during 200[ ] that were delivered by the Company to the Depositor and the
        Trustee pursuant to the Agreement (collectively, the “Company Servicing
        Information”);

       

      (2) Based
        on
        my knowledge, the Company Servicing Information, taken as a whole, does not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in light of the circumstances under
        which
        such statements were made, not misleading with respect to the period of time
        covered by the Company Servicing Information;

       

      (3) Based
        on
        my knowledge, all of the Company Servicing Information required to be provided
        by the Company under the Agreement has been provided to the Depositor and
        the
        Trustee;

       

      (4) I
        am
        responsible for reviewing the activities performed by the Company as servicer
        under the Agreement, and based on my knowledge and the compliance review
        conducted in preparing the Compliance Statement and except as disclosed in
        the
        Compliance Statement, the Servicing Assessment or the Attestation Report,
        the
        Company has fulfilled its obligations under the Agreement in all material
        respects; and

       

      (5) The
        Compliance Statement required to be delivered by the Company pursuant to
        the
        Agreement, and the Servicing Assessment and Attestation Report required to
        be
        provided by the Company and by any subservicer or subcontractor pursuant
        to the
        Agreement, have been provided to the Depositor and the Trustee. Any material
        instances of noncompliance described in such reports have been disclosed
        to the
        Depositor and the Trustee. Any material instance of noncompliance with the
        Servicing Criteria has been disclosed in such reports.

       

      


       

      
        	
                Date:

              	 
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

       

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        L

       

      SERVICING
        CRITERIA TO BE ADDRESSED

      IN
        ASSESSMENT OF COMPLIANCE

       

      Definitions

      Primary
        Servicer - transaction party having borrower contact

      Master
        Servicer - aggregator of pool assets

      Trustee
        -
        waterfall calculator; fiduciary of the transaction

      Back-up
        Servicer - named in the transaction (in the event a Back up Servicer becomes
        the
        Primary Servicer, follow Primary Servicer obligations)

      Custodian
        - safe keeper of pool assets

      


      Note:
        The
        definitions above describe the essential function that the party performs,
        rather than the party’s title.

       

      Where
        there are multiple checks for criteria the attesting party will identify
        in
        their management assertion that they are attesting only to the portion of
        the
        distribution chain they are responsible for in the related transaction
        agreements.

       

      Key: X
        - obligation

      

        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Primary
                    Servicer

                	
                  Master
                    Servicer

                	
                  Trustee

                	
                  Custodian

                
	 	
                  General
                    Servicing Considerations

                	 	 	 	 
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.


                	
                  X

                	
                  X

                	 	 
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the Pool Assets are maintained. 

                	 	 	 	 
	
                  1122(d)(1)(iv)

                	
                  A
                    fidelity bond and errors and omissions policy is in effect on
                    the party
                    participating in the servicing function throughout the reporting
                    period in
                    the amount of coverage required by and otherwise in accordance
                    with the
                    terms of the transaction agreements. 

                	
                  X

                	
                  X

                	 	 
	 	
                  Cash
                    Collection and Administration

                	 	 	 	 
	
                  1122(d)(2)(i)

                	
                  Payments
                    on pool assets are deposited into the appropriate custodial bank
                    accounts
                    and related bank clearing accounts no more than two business
                    days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements. 

                  [This
                    Agreement states that payments will be deposited within two business
                    days
                    after “receipt and
                    identification”.
                    ]

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel. 

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(iii)

                	
                  Advances
                    of funds or guarantees regarding collections, cash flows or distributions,
                    and any interest or other fees charged for such advances, are
                    made,
                    reviewed and approved as specified in the transaction agreements.
                    

                	
                  X

                	
                  X

                	
                  X
                    

                  (to
                    the extent an advance is made)

                	 
	
                  1122(d)(2)(iv)

                	
                  The
                    related accounts for the transaction, such as cash reserve accounts
                    or
                    accounts established as a form of over collateralization, are
                    separately
                    maintained (e.g., with respect to commingling of cash) as set
                    forth in the
                    transaction agreements. 

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(v)

                	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institution” with respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange Act.
                    

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized access.
                    

                	
                  X

                	 	 	 
	
                  1122(d)(2)(vii)
                    

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including custodial accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 30 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliation; and (D) contain explanations for reconciling
                    items. These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements. 

                  [This
                    Agreement states that reconciliations will be prepared within
45
                    calendar days after the bank statement cut-off date.]

                	
                  X

                	
                  X

                	
                  X

                	 
	 	
                  Investor
                    Remittances and Reporting

                	 	 	 	 
	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors’ or the trustee’s records as to the total unpaid principal
                    balance and number of Pool Assets serviced by the Servicer.
                    

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements. 

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements. 

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank statements.
                    

                	
                  X

                	
                  X

                	
                  X

                	 
	 	
                  Pool
                    Asset Administration

                	 	 	 	 
	
                  1122(d)(4)(i)
                    

                	
                  Collateral
                    or security on pool assets is maintained as required by the transaction
                    agreements or related pool asset documents. 

                	
                  X

                	 	 	
                  X

                
	
                  1122(d)(4)(ii)

                	
                  Pool
                    assets and related documents are safeguarded as required by the
                    transaction agreements 

                	
                  X

                	 	 	
                  X

                
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements. 

                	
                  X

                	 	
                  X

                	 
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on pool assets, including any payoffs, made in accordance with
                    the related
                    pool asset documents are posted to the Servicer’s obligor records
                    maintained no more than two business days after receipt, or such
                    other
                    number of days specified in the transaction agreements, and allocated
                    to
                    principal, interest or other items (e.g., escrow) in accordance
                    with the
                    related pool asset documents. 

                	
                  X

                	 	 	 
	
                  1122(d)(4)(v)

                	
                  The
                    Servicer’s records regarding the pool assets agree with the Servicer’s
                    records with respect to an obligor’s unpaid principal balance.
                    

                	
                  X

                	 	 	 
	
                  1122(d)(4)(vi)

                	
                  Changes
                    with respect to the terms or status of an obligor's pool assets
                    (e.g.,
                    loan modifications or re-agings) are made, reviewed and approved
                    by
                    authorized personnel in accordance with the transaction agreements
                    and
                    related pool asset documents. 

                	
                  X

                	
                  X

                	 	 
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements. 

                	
                  X

                	
                  X

                	 	 
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a pool
                    asset is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent pool assets including, for
                    example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or unemployment).
                    

                	
                  X

                	 	 	 
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for pool assets with variable
                    rates
                    are computed based on the related pool asset documents. 

                	
                  X

                	 	 	 
	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s pool asset documents,
                    on at least an annual basis, or such other period specified in
                    the
                    transaction agreements; (B) interest on such funds is paid, or
                    credited,
                    to obligors in accordance with applicable pool asset documents
                    and state
                    laws; and (C) such funds are returned to the obligor within 30
                    calendar
                    days of full repayment of the related pool assets, or such other
                    number of
                    days specified in the transaction agreements. 

                	
                  X

                	 	 	 
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements. 

                	
                  X

                	 	 	 
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the Servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission. 

                	
                  X

                	 	 	 
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements. 

                	
                  X

                	 	 	 
	
                  1122(d)(4)(xiv)
                    

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements. 

                	
                  X

                	
                  X

                	 	 
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements. In this transaction there is no external
                    enhancement or other support.

                	
                  X

                	 	
                  X

                	 


        

      

      


      


       

      


       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        M

       

      FORM
        10-D, FORM 8-K AND FORM 10-K

      REPORTING
        RESPONSIBILITY

       

      As
        to
        each item described below, the entity indicated as the Responsible Party
        shall
        be primarily responsible for reporting the information to the party identified
        as responsible for preparing the Securities Exchange Act Reports pursuant
        to
        Section 4.18 of the Pooling and Servicing Agreement. 

       

      Under
        Item 1 of Form 10-D: a) items marked “Monthly Statements to Certificateholders”
are required to be included in the periodic Distribution Date statement under
        Section 6.06, provided by the Trustee based on information received from
        the
        party providing such information; and b) items marked “Form 10-D report” are
        required to be in the Form 10-D report but not the Monthly Statements to
        Certificateholders, provided by the party indicated. Information under all
        other
        Items of Form 10-D is to be included in the Form 10-D report. All such
        information and any other Items on Form 8-K and Form 10-D set forth in this
        Exhibit shall be sent to the Trustee and the Depositor.

       

      

        
          	
                  Form

                	
                  Item

                	
                  Description

                	
                  Servicers

                	
                  Master
                    Servicer

                	
                  Trustee

                	
                  Custodian

                	
                  Depositor

                	
                  Sponsor

                
	
                  10-D

                	
                  Must
                    be filed within 15 days of the distribution date for the asset-backed
                    securities.

                	 	 	 
	
                  1

                	
                  Distribution
                    and Pool Performance Information

                	 	 	 	 	 	 
	
                  Item
                    1121(a) - Distribution and Pool Performance
                    Information

                	 	 	 	 	 	 
	
                  (1)
                    Any applicable record dates, accrual dates, determination dates
                    for
                    calculating distributions and actual distribution dates for the
                    distribution period.

                	 	 	
                  X

                   

                  (Monthly
                    Statements to Certificateholders)

                	 	 	 
	
                  (2)
                    Cash flows received and the sources thereof for distributions,
                    fees and
                    expenses.

                	 	 	
                  X

                   

                  (Monthly
                    Statements to Certificateholders)

                	 	 	 
	
                  (3)
                    Calculated amounts and distribution of the flow of funds for
                    the period
                    itemized by type and priority of payment, including:

                	 	 	
                  X

                   

                  (Monthly
                    Statements to Certificateholders)

                	 	 	 
	
                  (i)
                    Fees or expenses accrued and paid, with an identification of
                    the general
                    purpose of such fees and the party receiving such fees or
                    expenses.

                	 	 	
                  X

                   

                  (Monthly
                    Statements to Certificateholders)

                	 	 	 
	
                  (ii)
                    Payments accrued or paid with respect to enhancement or other
                    support
                    identified in Item 1114 of Regulation AB (such as insurance premiums
                    or
                    other enhancement maintenance fees), with an identification of
                    the general
                    purpose of such payments and the party receiving such
                    payments.

                	 	 	
                  X

                   

                  (Monthly
                    Statements to Certificateholders)

                	 	 	 
	
                  (iii)
                    Principal, interest and other distributions accrued and paid
                    on the
                    asset-backed securities by type and by class or series and any
                    principal
                    or interest shortfalls or carryovers.

                	 	 	
                  X

                   

                  (Monthly
                    Statements to Certificateholders)

                	 	 	 
	
                  (iv)
                    The amount of excess cash flow or excess spread and the disposition
                    of
                    excess cash flow.

                	 	 	
                  X

                   

                  (Monthly
                    Statements to Certificateholders)

                	 	 	 
	
                  (4)
                    Beginning and ending principal balances of the asset-backed
                    securities.

                	 	 	
                  X

                   

                  (Monthly
                    Statements to Certificateholders)

                	 	 	 
	
                  (5)
                    Interest rates applicable to the pool assets and the asset-backed
                    securities, as applicable. Consider providing interest rate information
                    for pool assets in appropriate distributional groups or incremental
                    ranges.

                	 	 	
                  X

                   

                  (Monthly
                    Statements to Certificateholders)

                	 	 	 
	
                  (6)
                    Beginning and ending balances of transaction accounts, such as
                    reserve
                    accounts, and material account activity during the period.

                	 	 	
                  X

                   

                  (Monthly
                    Statements to Certificateholders)

                	 	 	 
	
                  (7)
                    Any amounts drawn on any credit enhancement or other support
                    identified in
                    Item 1114 of Regulation AB, as applicable, and the amount of
                    coverage
                    remaining under any such enhancement, if known and
                    applicable.

                	 	 	
                  X

                   

                  (Monthly
                    Statements to Certificateholders)

                	 	 	 
	
                  (8)
                    Number and amount of pool assets at the beginning and ending
                    of each
                    period, and updated pool composition information, such as weighted
                    average
                    coupon, weighted average remaining term, pool factors and prepayment
                    amounts.

                	 	 	
                  X

                   

                  (Monthly
                    Statements to Certificateholders)

                	 	
                  Updated
                    pool composition information fields to be as specified by Depositor
                    from
                    time to time

                	 
	
                  (9)
                    Delinquency and loss information for the period.

                	
                  X

                	
                  X

                	
                  X

                   

                  (Monthly
                    Statements to Certificateholders)

                	 	 	 
	
                  In
                    addition, describe any material changes to the information specified
                    in
                    Item 1100(b)(5) of Regulation AB regarding the pool assets.
                    (methodology)

                	
                  X

                	 	 	 	 	 
	
                  (10)
                    Information on the amount, terms and general purpose of any advances
                    made
                    or reimbursed during the period, including the general use of
                    funds
                    advanced and the general source of funds for
                    reimbursements.

                	
                  X

                	
                  X

                	
                  X

                   

                  (Monthly
                    Statements to Certificateholders)

                	 	 	 
	
                  (11)
                    Any material modifications, extensions or waivers to pool asset
                    terms,
                    fees, penalties or payments during the distribution period or
                    that have
                    cumulatively become material over time.

                	
                  X

                	
                  X

                	
                  X

                   

                  (Monthly
                    Statements to Certificateholders)

                	 	 	 
	
                  (12)
                    Material breaches of pool asset representations or warranties
                    or
                    transaction covenants.

                	
                  X

                	
                  X

                	
                  X

                   

                  (if
                    agreed upon by the parties)

                	 	
                  X

                	 
	
                  (13)
                    Information on ratio, coverage or other tests used for determining
                    any
                    early amortization, liquidation or other performance trigger
                    and whether
                    the trigger was met.

                	 	 	
                  X

                   

                  (Monthly
                    Statements to Certificateholders)

                	 	 	 
	
                  (14)
                    Information regarding any new issuance of asset-backed securities
                    backed
                    by the same asset pool, 

                	 	 	 	 	
                  X

                	 
	
                  information
                    regarding any pool asset changes (other than in connection with
                    a pool
                    asset converting into cash in accordance with its terms), such
                    as
                    additions or removals in connection with a prefunding or revolving
                    period
                    and pool asset substitutions and repurchases (and purchase rates,
                    if
                    applicable), and cash flows available for future purchases, such
                    as the
                    balances of any prefunding or revolving accounts, if
                    applicable.

                	
                  X

                	
                  X

                	
                  X

                	 	
                  X

                	 
	
                  Disclose
                    any material changes in the solicitation, credit-granting, underwriting,
                    origination, acquisition or pool selection criteria or procedures,
                    as
                    applicable, used to originate, acquire or select the new pool
                    assets.

                	 	 	 	 	
                  X

                	
                  X

                
	
                  Item
                    1121(b) - Pre-Funding or Revolving Period Information

                   

                  Updated
                    pool information as required under Item 1121(b).

                	 	 	 	 	
                  X

                	 
	
                  2

                	
                  Legal
                    Proceedings

                	 	 	 	 	 	 
	
                  Item
                    1117 - Legal proceedings pending against the following entities,
                    or their
                    respective property, that is material to Certificateholders,
                    including
                    proceedings known to be contemplated by governmental
                    authorities:

                	 	 	 	 	 	 
	
                  Sponsor
                    (Seller)

                	 	 	 	 	 	
                  X

                
	
                  Depositor

                	 	 	 	 	
                  X

                	 
	
                  Trustee

                	 	 	
                  X

                	 	 	 
	
                  Issuing
                    entity

                	 	 	 	 	
                  X

                	 
	
                  Master
                    Servicer, affiliated Servicer, other Servicer servicing 20% or
                    more of
                    pool assets at time of report, other material servicers

                	
                  X

                	
                  X

                	 	 	 	 
	
                  Originator
                    of 20% or more of pool assets as of the Cut-off Date

                	 	 	 	 	
                  X

                	 
	
                  Custodian

                	 	 	 	
                  X

                	 	 
	
                  3

                	
                  Sales
                    of Securities and Use of Proceeds

                	 	 	 	 	 	 
	
                  Information
                    from Item 2(a) of Part II of Form 10-Q:

                   

                  With
                    respect to any sale of securities by the sponsor, depositor or
                    issuing
                    entity, that are backed by the same asset pool or are otherwise
                    issued by
                    the issuing entity, whether or not registered, provide the sales
                    and use
                    of proceeds information in Item 701 of Regulation S-K. Pricing
                    information
                    can be omitted if securities were not registered.

                	 	 	 	 	
                  X

                	 
	
                  4

                	
                  Defaults
                    Upon Senior Securities

                	 	 	 	 	 	 
	
                  Information
                    from Item 3 of Part II of Form 10-Q:

                   

                  Report
                    the occurrence of any Event of Default (after expiration of any
                    grace
                    period and provision of any required notice)

                	 	 	
                  X

                	 	 	 
	
                  5

                	
                  Submission
                    of Matters to a Vote of Security Holders

                	 	 	 	 	 	 
	
                  Information
                    from Item 4 of Part II of Form 10-Q

                	 	 	
                  X

                	 	 	 
	
                  6

                	
                  Significant
                    Obligors of Pool Assets

                	 	 	 	 	 	 
	
                  Item
                    1112(b) - Significant
                    Obligor Financial Information*

                	 	 	 	 	
                  X

                	 
	
                  *This
                    information need only be reported on the Form 10-D for the distribution
                    period in which updated information is required pursuant to the
                    Item.

                	 	 	 	 	 	 
	
                  7

                	
                  Significant
                    Enhancement Provider Information

                	 	 	 	 	 	 
	
                  Item
                    1114(b)(2) - Credit Enhancement Provider Financial
                    Information*

                	 	 	 	 	 	 
	
                  Determining
                    applicable disclosure threshold

                	 	 	
                  X

                	 	
                  X

                	 
	
                  Obtain
                    required financial information or effecting incorporation by
                    reference

                	 	 	
                  X

                	 	
                  X

                	 
	
                  Item
                    1115(b) - Derivative Counterparty Financial
                    Information*

                	 	 	 	 	 	 
	
                  Determining
                    current maximum probable exposure

                	 	 	 	 	
                  X

                	 
	
                  Determining
                    current significance percentage. In this transaction there is
                    no current
                    significance percentage.

                	 	 	
                  X

                	 	 	 
	
                  Notify
                    derivative counterparty of significance percentage and request
                    required
                    financial information. In this transaction there is no current
                    significance percentage.

                	 	 	
                  X

                	 	 	 
	
                  Obtain
                    required financial information or effecting incorporation by
                    reference

                	 	 	 	 	
                  X

                	 
	
                  *This
                    information need only be reported on the Form 10-D for the distribution
                    period in which updated information is required pursuant to the
                    Items.

                	 	 	 	 	 	 
	
                  8

                	
                  Other
                    Information

                	 	 	 	 	 	 
	
                  Disclose
                    any information required to be reported on Form 8-K during the
                    period
                    covered by the Form 10-D but not reported

                
	
                  9

                	
                  Exhibits

                	 	 	 	 	 	 
	
                  Distribution
                    report

                	 	 	
                  X

                	 	 	 
	
                  Exhibits
                    required by Item 601 of Regulation S-K, such as material
                    agreements

                	 	 	 	 	
                  X

                	 
	
                  8-K

                	
                  Must
                    be filed within four business days of an event reportable on
                    Form
                    8-K.

                	 	 	 
	
                  1.01

                	
                  Entry
                    into a Material Definitive Agreement

                	 	 	 	 	 	 
	
                  Disclosure
                    is required regarding entry into or amendment of any definitive
                    agreement
                    that is material to the securitization, even if depositor is
                    not a party.
                    

                   

                  Examples:
                    servicing agreement, custodial agreement.

                   

                  Note:
                    disclosure not required as to definitive agreements that are
                    fully
                    disclosed in the prospectus

                	
                  X

                	
                  X

                	
                  X 

                	 	
                  X 

                	
                  X

                
	
                  1.02

                	
                  Termination
                    of a Material Definitive Agreement

                	
                  X

                	
                  X

                	
                  X 

                	 	
                  X

                	
                  X 

                
	
                  Disclosure
                    is required regarding termination of any definitive agreement
                    that is
                    material to the securitization (other than expiration in accordance
                    with
                    its terms), even if depositor is not a party. 

                   

                   

                  Examples:
                    servicing agreement, custodial agreement.

                	 	 	 	 	 	 
	
                  1.03

                	
                  Bankruptcy
                    or Receivership

                	 	 	 	 	 	 
	
                  Disclosure
                    is required regarding the bankruptcy or receivership, if known
                    to the
                    Master Servicer, with respect to any of the following: 

                   

                  Sponsor
                    (Seller), Depositor, Master Servicer, affiliated Servicer, other
                    Servicer
                    servicing 20% or more of pool assets at time of report, other
                    material
                    servicers, Certificate Administrator, Trustee, significant obligor,
                    credit
                    enhancer (10% or more), derivatives counterparty,
                    Custodian

                	
                  X

                	
                  X

                	
                  X 

                	
                  X

                	
                  X 

                	
                  X

                
	
                  2.04

                	
                  Triggering
                    Events that Accelerate or Increase a Direct Financial Obligation
                    or an
                    Obligation under an Off-Balance Sheet Arrangement

                	 	 	 	 	 	 
	
                  Includes
                    an early amortization, performance trigger or other event, including
                    event
                    of default, that would materially alter the payment priority/distribution
                    of cash flows/amortization schedule.

                   

                  Disclosure
                    will be made of events other than waterfall triggers which are
                    disclosed
                    in the Monthly Statement to Certificateholders

                	 	
                  X

                	
                  X

                	 	 	 
	
                  3.03

                	
                  Material
                    Modification to Rights of Security Holders

                	 	 	 	 	 	 
	
                  Disclosure
                    is required of any material modification to documents defining
                    the rights
                    of Certificateholders, including the Pooling and Servicing
                    Agreement

                	 	 	
                  X

                	 	
                  X

                	 
	
                  5.03

                	
                  Amendments
                    to Articles of Incorporation or Bylaws; Change in Fiscal
                    Year

                	 	 	 	 	 	 
	
                  Disclosure
                    is required of any amendment “to the governing documents of the issuing
                    entity”

                	 	 	 	 	
                  X

                	 
	
                  5.06

                	
                  Change
                    in Shell Company Status

                	 	 	 	 	 	 
	
                  [Not
                    applicable to ABS issuers]

                	 	 	 	 	
                  X

                	 
	
                  6.01

                	
                  ABS
                    Informational and Computational Material

                	 	 	 	 	 	 
	
                  [Not
                    included in reports to be filed under Section 3.18]

                	 	 	 	 	
                  X

                	 
	
                  6.02

                	
                  Change
                    of Servicer or Trustee

                	 	 	 	 	 	 
	
                  Requires
                    disclosure of any removal, replacement, substitution or addition
                    of any
                    master servicer, affiliated servicer, other servicer servicing
                    10% or more
                    of pool assets at time of report, other material servicers, certificate
                    administrator or trustee. 

                	
                  X

                	
                  X

                	
                  X

                	 	
                  X

                	 
	 	
                  Reg
                    AB disclosure about any new servicer is also required.

                	
                  X

                	 	 	 	 	 
	
                  Reg
                    AB disclosure about any new trustee is also required.

                	 	 	
                  X
                    (to the extent of a new trustee)

                	 	 	 
	
                  6.03

                	
                  Change
                    in Credit Enhancement or Other External Support [In this transaction
                    there
                    is no external enhancement or other support.]

                	 	 	 	 	 	 
	
                  Covers
                    termination of any enhancement in manner other than by its terms,
                    the
                    addition of an enhancement, or a material change in the enhancement
                    provided. Applies to external credit enhancements as well as
                    derivatives.
                    

                	 	 	
                  X

                	 	
                  X

                	 
	 	
                  Reg
                    AB disclosure about any new enhancement provider is also
                    required.

                	 	 	
                  X

                	 	
                  X

                	 
	
                  6.04

                	
                  Failure
                    to Make a Required Distribution

                	 	 	
                  X

                	 	 	 
	
                  6.05

                	
                  Securities
                    Act Updating Disclosure

                	 	 	 	 	 	 
	
                  If
                    any material pool characteristic differs by 5% or more at the
                    time of
                    issuance of the securities from the description in the final
                    prospectus,
                    provide updated Reg AB disclosure about the actual asset
                    pool.

                	 	 	 	 	
                  X

                	
                   

                
	
                  If
                    there are any new servicers or originators required to be disclosed
                    under
                    Regulation AB as a result of the foregoing, provide the information
                    called
                    for in Items 1108 and 1110 respectively.

                	 	 	 	 	
                  X

                	 
	
                  7.01

                	
                  Regulation
                    FD Disclosure

                	
                  X

                	
                  X

                	
                  X

                	
                  X

                	
                  X

                	 
	
                  8.01

                	
                  Other
                    Events

                	 	 	 	 	 	 
	
                  Any
                    event, with respect to which information is not otherwise called
                    for in
                    Form 8-K, that the registrant deems of importance to security
                    holders.

                	 	 	 	 	
                  X

                	 
	
                  9.01

                	
                  Financial
                    Statements and Exhibits

                
	
                  10-K

                	
                  Must
                    be filed within 90 days of the fiscal year end for the
                    registrant.

                	 	 
	
                  9B

                	
                  Other
                    Information

                	 	 	 	 	 
	 	 	
                  Disclose
                    any information required to be reported on Form 8-K during the
                    fourth
                    quarter covered by the Form 10-K but not reported

                
	 	
                  15

                	
                  Exhibits
                    and Financial Statement Schedules

                	 	 	 	 	 	 
	
                  Item
                    1112(b) - Significant
                    Obligor Financial Information

                	 	 	 	 	
                  X

                	 
	
                  Item
                    1114(b)(2) - Credit Enhancement Provider Financial
                    Information

                	 	 	 	 	 	 
	
                  Determining
                    applicable disclosure threshold

                	 	 	
                  X

                	 	
                  X

                	 
	
                  Obtain
                    required financial information or effecting incorporation by
                    reference

                	 	 	
                  X

                	 	
                  X

                	 
	
                  Item
                    1115(b) - Derivative Counterparty Financial
                    Information

                	 	 	 	 	 	 
	
                  Determining
                    current maximum probable exposure

                	 	 	 	 	
                  X

                	 
	 	 	
                  Determining
                    current significance percentage. [In this transaction there is
                    no current
                    significance percentage.]

                	 	 	
                  X

                	 	 	 
	
                  Notify
                    derivative counterparty of significance percentage and request
                    required
                    financial information. [In this transaction there is no current
                    significance percentage.]

                	 	 	
                  X

                	 	 	 
	
                  Obtain
                    required financial information or effecting incorporation by
                    reference

                	 	 	 	 	
                  X

                	 
	
                  Item
                    1117 - Legal proceedings pending against the following entities,
                    or their
                    respective property, that is material to Certificateholders,
                    including
                    proceedings known to be contemplated by governmental
                    authorities:

                	 	 	 	 	 	 
	
                  Sponsor
                    (Seller)

                	 	 	 	 	 	
                  X

                
	
                  Depositor

                	 	 	 	 	
                  X

                	 
	
                  Trustee

                	 	 	
                  X

                	 	 	 
	
                  Issuing
                    entity

                	 	 	 	 	
                  X

                	 
	
                  Master
                    Servicer, affiliated Servicer, other Servicer servicing 20% or
                    more of
                    pool assets at time of report, other material servicers

                	
                  X

                	
                  X

                	 	 	 	 
	
                  Originator
                    of 20% or more of pool assets as of the Cut-off Date

                	 	 	 	 	
                  X

                	 
	
                  Custodian

                	 	 	 	
                  X

                	 	 
	
                  Item
                    1119 - Affiliations and relationships between the following entities,
                    or
                    their respective affiliates, that are material to
                    Certificateholders:

                	 	 	 	 	 	 
	
                  Sponsor
                    (Seller)

                	 	 	 	 	 	
                  X

                
	
                  Depositor

                	 	 	 	 	
                  X

                	 
	
                  Trustee

                	 	 	
                  X

                	 	 	 
	
                  Master
                    Servicer, affiliated Servicer, other Servicer servicing 20% or
                    more of
                    pool assets at time of report, other material servicers

                	
                  X

                	
                  X

                	 	 	 	 
	
                  Originator

                	 	 	 	 	
                  X

                	 
	
                  Custodian

                	 	 	 	
                  X

                	 	 
	
                  Credit
                    Enhancer/Support Provider

                	 	 	 	 	
                  X

                	 
	
                  Significant
                    Obligor

                	 	 	 	 	
                  X

                	 
	
                  Item
                    1122 - Assessment of Compliance with Servicing
                    Criteria

                	
                  X

                	
                  X

                	
                  X

                	
                  X

                	 	 
	
                  Item
                    1123 - Servicer Compliance Statement

                	
                  X

                	
                  X

                	 	 	 	 


        

      

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


       


      EXHIBIT
        N

       

      ADDITIONAL
        DISCLOSURE NOTIFICATION

      


      Structured
        Asset Mortgage Investment II Inc.

      383
        Madison Avenue

      New
        York,
        New York 10179

      Fax:
        (212) 272-2000

      E-Mail:
        regabnotification@bear.com

      


      U.S.
        Bank
        National Association as Trustee

      One
        Federal Street, 3rd
        Floor

      Boston,
        Massachusetts 02110

      Fax:
        (617) 603-663

      E-mail:
        notifications@fsir.com

       

       

      Attn:       Corporate
        Trust Services - Prime Mortgage Trust 2007-1-

      SEC
        REPORT PROCESSING

       

      RE:
        **Additional Form
        [             ]
        Disclosure**Required

       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section 3.18 of the Pooling and Servicing Agreement, dated
        as of
        March 1, 2007, among EMC Mortgage Corporation, as Seller and Master Servicer
        and
        U.S. Bank National Association as Trustee. The undersigned hereby notifies
        you
        that certain events have come to our attention that [will][may] need to be
        disclosed on Form [     ].

       

      Description
        of Additional Form
        [            
 ] Disclosure:

       

      List
        of
        Any Attachments hereto to be included in the Additional Form [     ]
        Disclosure:

       

      Any
        inquiries related to this notification should be directed to [     ], phone
        number: [     ]; email address:
        [         ].

       

      
        	
                [NAME
                  OF PARTY]

                as
                  [role]

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        O

       

      FORM
        OF
        TRUSTEE LIMITED POWER OF ATTORNEY

      


      


      KNOW
        ALL
        MEN BY THESE PRESENTS, that U.S. Bank National Association, a national banking
        association, having a place of business at One Federal Street, 3rd Floor,
        Boston, Massachusetts 02110, not individually, but solely as Trustee (and
        in no
        personal or other representative capacity) under the Pooling and Servicing
        Agreement, dated as of March 1, 2007, by and among Structured Asset Mortgage
        Investments II Inc., the Trustee and EMC Mortgage Corporation (as amended,
        restated, supplemented or otherwise modified from time to time, the “Agreement”;
        capitalized terms not defined herein have the definitions assigned to such
        terms
        in the Agreement), relating to the Prime Mortgage Trust, Certificates, Series
        2007-1, hereby appoints _______________, in its capacity as a Servicer under
        the
        Agreement, as the Trustee’s true and lawful Special Attorney-in-Fact, in the
        Trustee’s name, place and stead and for the Trustee’s benefit, but only in its
        capacity as Trustee aforesaid, to perform all acts and execute all documents
        as
        may be customary, necessary and appropriate to effectuate the following
        enumerated transactions in respect of any mortgage, deed of trust, promissory
        note or real estate owned from time to time owned (beneficially or in title,
        whether the Trustee is named therein as mortgagee or beneficiary or has become
        mortgagee or beneficiary by virtue of endorsement, assignment or other
        conveyance) or held by or registered to the Trustee (directly or through
        custodians or nominees), or in respect of which the Trustee has a security
        interest or other lien, all as provided under the applicable Agreement and
        only
        to the extent the respective Trustee has an interest therein under the
        Agreement, and in respect of which the Servicer is acting as servicer pursuant
        to the Agreement (the “Mortgage Documents”).

      



      


      This
        appointment shall apply to the following enumerated transactions under the
        Agreement only:

      


      The
        modification or re-recording of any Mortgage Document for the purpose of
        correcting it to conform to the original intent of the parties thereto or
        to
        correct title errors discovered after title insurance was issued and where
        such
        modification or re-recording does not adversely affect the lien under the
        Mortgage Document as insured.

      


      2. The
        subordination of the lien under a Mortgage Document to an easement in favor
        of a
        public utility company or a state or federal agency or unit with powers of
        eminent domain including, without limitation, the execution of partial
        satisfactions/releases, partial reconveyances and the execution of requests
        to
        trustees to accomplish same.

      


      3. The
        conveyance of the properties subject to a Mortgage Document to the applicable
        mortgage insurer, or the closing of the title to the property to be acquired
        as
        real estate so owned, or conveyance of title to real estate so
        owned.

      


      4. The
        completion of loan assumption and modification agreements in respect of Mortgage
        Documents.

      


      5. The
        full
        or partial satisfaction/release of a Mortgage Document or full conveyance
        upon
        payment and discharge of all sums secured thereby, including, without
        limitation, cancellation of the related note.

      


      6. The
        assignment of any Mortgage Document, in connection with the repurchase of
        the
        mortgage loan secured and evidenced thereby.

      


      7. The
        full
        assignment of a Mortgage Document upon payment and discharge of all sums
        secured
        thereby in conjunction with the refinancing thereof, including, without
        limitation, the assignment of the related note.

      


      8. With
        respect to a Mortgage Document, the foreclosure, the taking of a deed in
        lieu of
        foreclosure, or the completion of judicial or non-judicial foreclosure or
        termination, cancellation or rescission of any such foreclosure, including,
        without limitation, any and all of the following acts:

      


      a.  the
        substitution of trustee(s) serving under a deed of trust, in accordance with
        state law and the deed of trust;

      


      b. the
        preparation and issuance of statements of breach or
        non-performance;

      


      c. the
        preparation and filing of notices of default and/or notices of
        sale;

      


      d. the
        cancellation/rescission of notices of default and/or notices of
        sale;

      


      e. the
        taking of a deed in lieu of foreclosure; and

      


      
        
          f. 
            the
            preparation and execution of such other documents and performance of
            such other
            actions as may be necessary under the terms of the Mortgage Document
            or state
            law to expeditiously complete said transactions in paragraphs 8(a) through
            8(e),
            above.

        

      

      


      9. Demand,
        sue for, recover, collection and receive each and every sum of money, debt,
        account and interest (which now is, or hereafter shall become due and payable)
        belonging to or claimed by the Trustee under the Mortgage Documents, and
        to use
        or take any lawful means for recovery thereof by legal process or
        otherwise.

      


      10. Endorse
        on behalf of the Trustee all checks, drafts and/or negotiable instruments
        made
        payable to the Trustee in respect of the Mortgage Documents.

      


      The
        Trustee gives the Special Attorney-in-Fact full power and authority to execute
        such instruments and to do and perform all and every act and thing necessary
        and
        proper to carry into effect the power or powers granted by this Limited Power
        of
        Attorney, subject to the terms and conditions set forth in the Agreement
        including the standard of care applicable to servicers in the Agreement,
        and
        hereby does ratify and confirm what such Special Attorney-in-Fact shall lawfully
        do or cause to be done by authority hereof. 


      


      IN
        WITNESS WHEREOF, the Trustee has caused its corporate name to be hereto signed
        and affixed and these presents to be acknowledged by its duly elected and
        authorized officer this ___ day of ___ , 2007.

      


      
        	 	 	
                U.S.
                  Bank National Association, not individually, but solely as Trustee
                  

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	
                By:

              	 
	 	 	 	
                Name:

              	 
	 	 	 	
                Title:

              	 
	 	 	 
	 	 	 
	
                WITNESS:

              	 	
                WITNESS:

              
	 	 	 	 	 
	 	 	 	 	 
	
                By:

              	 	 	
                By:

              	 
	
                Name:

              	 	 	
                Name:

              	 


      

      


      
        	 	 	 


      

       

      


      


      


      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

      


      On
        ______________, 2007, before me, the undersigned, a Notary Public in and
        for
        said state, personally appeared __________________, personally known to me
        to be
        the person whose name is subscribed to the within instrument, and such person
        acknowledged to me that such person executed the within instrument in such
        person’s authorized capacity, and that by such signature on the within
        instrument the entity upon behalf of which such person acted executed the
        instrument.

      


      WITNESS
        my hand and official seal.

       

      


      
        	 	 
	 	
                Notary
                  Public

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        P

      


      FORM
        OF
        CERTIFICATION TO BE

      PROVIDED
        BY THE TRUSTEE TO DEPOSITOR

      


      Re: Structured
        Asset Mortgage Investments II Inc. Prime Mortgage Trust (the “Trust”),
        Certificates Series 2007-1, issued pursuant to the Pooling and Servicing
        Agreement, dated as of March 1, 2007, among Structured Asset Mortgage
        Investments II Inc, as Depositor, EMC Mortgage Corporation, as Seller and
        Master
        Servicer and U.S. Bank National Association as Trustee.

      


      The
        Trustee hereby certifies to the Depositor, and its officers, directors and
        affiliates, and with the knowledge and intent that they will rely upon this
        certification, that:

      


      (1) I
        have
        reviewed the annual report on Form 10-K for the fiscal year [____] (the “Annual
        Report”), and all reports on Form 10-D required to be filed in respect of period
        covered by the Annual Report (collectively with the Annual Report, the
“Reports”), of the Trust;

      


      (2) To
        my
        knowledge, (a) the Reports, taken as a whole, do not contain any untrue
        statement of a material fact or omit to state a material fact necessary to
        make
        the statements made, in light of the circumstances under which such statements
        were made, not misleading with respect to the period covered by the Annual
        Report, and (b) the Trustee’s assessment of compliance and related attestation
        report referred to below, taken as a whole, do not contain any untrue statement
        of a material fact or omit to state a material fact necessary to make the
        statements made, in light of the circumstances under which such statements
        were
        made, not misleading with respect to the period covered by such assessment
        of
        compliance and attestation report;

      


      (3) To
        my
        knowledge, the distribution information required to be provided by the Trustee
        under the Pooling and Servicing Agreement for inclusion in the Reports is
        included in the Reports;

      


      (4) I
        am
        responsible for reviewing the activities performed by the Trustee under the
        Pooling and Servicing Agreement, and based on my knowledge, and except as
        disclosed in the Reports, the Trustee has fulfilled its obligations under
        the
        Pooling and Servicing Agreement in all material respects; and

      


      (5) The
        report on assessment of compliance with servicing criteria applicable to
        the
        Trustee for asset-backed securities of the Trustee and each Subcontractor
        utilized by the Trustee and related attestation report on assessment of
        compliance with servicing criteria applicable to it required to be included
        in
        the Annual Report in accordance with Item 1122 of Regulation AB and Exchange
        Act
        Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.
        Any material instances of non-compliance are described in such report and
        have
        been disclosed in the Annual Report.

      


      In
        giving
        the certifications above, the Trustee has reasonably relied on information
        provided to it by the following unaffiliated parties: [names of servicer(s),
        master servicer, subservicer, depositor, trustee, custodian(s)]

      


      Date:________________________________      

      


      


      _____________________________________      

      [Signature]

      [Title]

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        Q

       

      FORM
        OF
        THE MASTER SERVICER'S DATA LAYOUT REPORT

       

      Prime
        Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1

       

      


      
        	
                US
                  BANK FIELDS

              	 	
                SBO
                  FIELDS

              	
                SBO
                  DESCRIPTION

              
	
                LOAN
                  

              	 	
                LOAN_NUMBER

              	
                Loan
                  number

              
	
                STOP_ADV_FLAG
                  

              	 	
                ACTUAL_ACTUAL_OVERRIDE

              	
                Pertains
                  to resold scheduled/actual and scheduled/scheduled pools. A code
                  indicating if the specific loan should be remitted on an actual/actual
                  basis. 

              
	
                RATE
                  

              	 	
                LOAN_NOTE_RATE

              	
                Interest
                  rate associated with the next payment due on the loan when the
                  investor
                  cutoff

              
	
                SF_RATE
                  

              	 	
                LOAN_FEE_AMT

              	
                Fixed
                  monthly fee due the strip holder.

              
	
                LPMI_RATE
                  

              	 	
                MIRF_AMT

              	
                LPMI
                  refund from MI companies (i.e. Radian, MGIC) for LPMI cancellations,
                  recisions, rate errors, payments made on loans without at
                  payoff

              
	
                BEG_SCHED
                  

              	 	
                BEGINNING_SCHEDULED_BALANCE

              	
                The
                  amortized balance on which interest is expected as of the beginning
                  of the
                  month.

              
	
                END_SCHED
                  

              	 	
                ENDING_SCHEDULED_BALANCE

              	
                Ending
                  scheduled balance. The balance on which interest should be earned
                  next
                  month.

              
	
                END_ACT
                  

              	 	
                PARTICIPANT_BALANCE

              	
                Ending
                  actual participant balance of the pool as of the cutoff
                  date

              
	
                P&I

              	 	
                LOAN_PAYMENT_AMOUNT

              	
                Loan's
                  payment constant at the time of record creation.

              
	
                GROSS_INT
                  

              	 	
                SCHEDULED_INTEREST_AMOUNT

              	
                Scheduled
                  gross interest for the remittance cycle

              
	
                SCHED_P
                  

              	 	
                SCHEDULED_PRINCIPAL_AMOUNT

              	
                Scheduled
                  principal for the remittance cycle

              
	
                CURTAIL
                  

              	 	
                CURTAILMENT_AMOUNT

              	
                Calculated
                  curtailment amount for the specified period of time.

              
	
                PREPAY
                  

              	 	
                LIQUIDATION_PRINCIPAL

              	
                Amount
                  of principal reported as payoff principal.

              
	
                PREPAY_DATE

              	 	
                LIQUIDATION_DATE

              	
                Liquidation
                  date

              
	
                PREPAY_CODE
                  PIF

              	 	
                LIQUIDATION_TYPE

              	
                A
                  code indicating the reason for the liquidation. 

              
	
                NEXT_DUE
                  

              	 	
                LOAN_DUE_DATE

              	
                Loan's
                  due date when the investor cutoff

              
	
                STATUS
                  

              	 	
                LOAN_STATUS

              	
                The
                  status of the loan as of the cutoff date.

              
	
                BKCY_DATE
                  

              	 	
                BANKRUPTCY_STATUS

              	
                Code
                  which corresponds to the loan's bankruptcy status. See codes table
                  for
                  valid codes and their corresponding meaning.

              
	
                FCLS_DATE
                  

              	 	
                FORECLOSURE_STATUS

              	
                Code
                  which corresponds to the loan's foreclosure status. See codes table
                  for
                  valid codes and their corresponding meaning.

              
	
                REO_DATE
                  

              	 	
                REO_STATUS

              	
                A
                  code indicating if the loan was an REO when the investor
                  cutoff.

                Y
                  =
                  yes

                N
                  =
                  no.

              
	
                DELINQ
                  

              	 	
                MONTHS_DELINQUENT_24

              	
                0,1,30,60,90,120
                  ( 1 = 1-29, 30 = 30-59, etc...)

              
	
                PPIS

              	 	
                Interest
                  Shortfall

              	
                Interest
                  shortfall adjustment

              
	
                RAIS
                  

              	 	
                SSRA_AMT

              	
                Interest
                  adjustments for Soldiers & Sailors Relief Act Loans

              
	
                PPP_Collected
                  

              	 	
                ANCILLARY_FEE_AMOUNT

              	
                Amount
                  of the fee (100%) paid by the borrower.

              
	
                REMIT

              	 	
                Total_Remittance_Amt

              	
                total
                  remit for the loan

              
	
                ADV_P&I_CUR
                  

              	 	
                Svc
                  Prin Adv

              	
                Principal
                  advance by servicer

              
	
                ADV_P&I_CUR
                  

              	 	
                Svc
                  Int Adv

              	
                Interest
                  advance by servicer

              
	
                LIQUIDATION_FLAG
                  

              	 	
                LIQUIDATION_FLAG
                  

              	
                Loan
                  status

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        R

      


      FORM
        OF
        TRANSFEROR AFFIDAVIT

       

      
        	
                STATE
                  OF NEW YORK

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF NEW YORK

              	
                )

              	 


      

       

      The
        undersigned is the [Title of Officer] of [Name of Transferor] (the “Owner”), the
        proposed transferor of an Ownership Interest in the Prime
        Mortgage Trust, Mortgage Pass-Through Certificates, Series 2007-1,
        Class
        [R-1][R-2] Certificate (the “Certificate”) issued
        pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2007
        (the
“Agreement”), among
        Structured Asset Mortgage Investments II Inc. as depositor (the “Depositor”),
        EMC Mortgage Corporation as seller and master servicer, and U.S. Bank National
        Association as trustee (the “Trustee”),
        and
        makes this affidavit on behalf of the Owner for the benefit of the
        Depositor
        and the
        Trustee. Capitalized terms used, but not defined herein, shall have the meanings
        ascribed to such terms in the
        Agreement. 

       

      1.
         The
        Owner
        is not transferring the Certificate to impede the assessment or collection
        of
        any tax.

       

      2.
         The
        Owner
        has no actual knowledge that the proposed transferee of the Certificate:
        (i) has
        insufficient assets to pay any taxes that would be owed by such transferee
        as
        Holder of the Certificate; (ii) may become insolvent or subject to a bankruptcy
        proceeding for so long as the Certificate remains outstanding; and (iii)
        is not
        a Permitted Transferee.

       

      3.
         The
        Owner
        understands that the proposed transferee has delivered to the Trustee and
        the
        Depositor a transfer affidavit and agreement in the form attached to the
        Agreement as Exhibit C. The Owner does not know or believe that any
        representation contained therein is false.

       

      4.
         At
        the
        time of transfer, the Owner has conducted a reasonable investigation of the
        financial condition of the proposed transferee as contemplated by Treasury
        Regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation,
        the
        Owner has determined that the proposed transferee has historically paid its
        debts as they became due and has found no significant evidence to indicate
        that
        the proposed transferee will not continue to pay its debts as they become
        due in
        the future. The Owner understands that the transfer of the Certificate may
        not
        be respected for U.S. federal income tax purposes (and the Owner may continue
        to
        be liable for U.S. federal income taxes associated therewith) unless the
        Owner
        has conducted such an investigation.

       

      


       

      


       

      IN
        WITNESS WHEREOF, the Investor has caused this instrument to be executed on
        its
        behalf, pursuant to authority of its Board of Directors, by its [Title of
        Officer] this ____ day of _________, 20__.

       

      
        	 	 	 	 	 	 	
                [NAME
                  OF OWNER]

              
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	
                Name:

              	
                [Name
                  of Officer]

              
	 	 	 	 	 	 	
                Title:

              	
                [Title
                  of Officer]

              
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


      

      


       

      Personally
        appeared before me the above-named [Name of Officer], known or proved to
        me to
        be the same person who executed the foregoing instrument and to be the [Title
        of
        Officer] of the Owner, and acknowledged to me that he/she executed the same
        as
        his/her free act and deed and the free act and deed of the Owner.

       

      Subscribed
        and sworn before me this ___ day of _________, 20___.

       

      NOTARY
        PUBLIC

       

      COUNTY
        OF

       

      STATE
        OF

       

      My
        commission expires the ___ day of ___________________,
        20___.