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, 3^rd 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;

(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) 1/12^th 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) 1/12^th 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 19^th 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 15^th 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 15^th 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 15^th 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 10^th 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 15^th 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 25^th (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 15^th 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).

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 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.]

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

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

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.

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.

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.

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

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 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.

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.

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

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

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.

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.

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

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
              20370201                       20070301                            576000
              20370201                       20070301                            105000
              20370201                       20070301                            148200
              20370201                       20070301                            432000
              20370201                       20070301                            125400
              20370201                       20070301                            560000
              20370201                       20070301                            840000
              20370201                       20070301                            693650
              20370101                       20070201                            645000
              20370201                       20070301                            500000
              20370201                       20070301                            124450
              20370201                       20070301                            535500
              20370201                       20070301                            424000
              20370201                       20070301                            526500
              20370201                       20070301                            278500
              20370201                       20070301                             58400
              20370201                       20070301                            497200
              20370201                       20070301                            510400
              20370201                       20070301                            648000
              20370201                       20070301                             30000
              20370101                       20070201                            163100
              20370201                       20070301                            296000
              20370201                       20070301                            150900
              20370201                       20070301                           1000000
              20370201                       20070301                            335000
              20370201                       20070301                            626000
              20370201                       20070301                           1000000
              20370201                       20070301                           1000000
              20370201                       20070301                            520000
              20370201                       20070301                            900000
              20370201                       20070301                            875000
              20370201                       20070301                            720000
              20370201                       20070301                            750000
              20370101                       20070201                            292500
              20370101                       20070201                            592000
              20370201                       20070301                            664000
              20370301                       20070401                            200000
              20370201                       20070301                            531500
              20370201                       20070301                            100000
              20370201                       20070301                            520000
              20370201                       20070301                            486000
              20370201                       20070301                            125000
              20370201                       20070301                            472500
              20370201                       20070301                            665750
              20370201                       20070301                            230000
              20370201                       20070301                            425000
              20370201                       20070301                            500000
              20370201                       20070301                            232750
              20370201                       20070301                            460750
              20370201                       20070301                            528000
              20370201                       20070301                            129200
              20370201                       20070301                            235000
              20361201                       20070101                            124000
              20370201                       20070301                            442000
              20370101                       20070201                            160000
              20370101                       20070201                            492000
              20370201                       20070301                            494400
              20370101                       20070201                            119150
              20370201                       20070301                            597000
              20370201                       20070301                            558000
              20370201                       20070301                            241000
              20370201                       20070301                            283670
              20370201                       20070301                            649000
              20370201                       20070301                            400500
              20370201                       20070301                            139000
              20370201                       20070301                            461000
              20370201                       20070301                            502000
              20370201                       20070301                            688000
              20370201                       20070301                            688000
              20370201                       20070301                            241000
              20370101                       20070201                             93375
              20370201                       20070301                            152100
              20370201                       20070301                            288000
              20370201                       20070301                            100000
              20370201                       20070301                            212000
              20370201                       20070301                            283900
              20370201                       20070301                            500000
              20370201                       20070301                            497600
              20370201                       20070301                            856000
              20370201                       20070301                            156750
              20370201                       20070301                             48000
              20370201                       20070301                            141750
              20370201                       20070301                            820000
              20370201                       20070301                            932000
              20370201                       20070301                            960000
              20370201                       20070301                             63900
              20370201                       20070301                            496000
              20270201                       20070301                            102600
              20370201                       20070301                            544000
              20370201                       20070301                            750000
              20370201                       20070301                            524000
              20370101                       20070201                            681200
              20370201                       20070301                            623000
              20370201                       20070301                            125000
              20370201                       20070301                            500000
              20370201                       20070301                            802400
              20370201                       20070301                            778800
              20370201                       20070301                            880000
              20370201                       20070301                            236800
              20370201                       20070301                            305000
              20370201                       20070301                            926400
              20370101                       20070201                            941550
              20370101                       20070201                            243000
              20370201                       20070301                            267200
              20370201                       20070301                            819850
              20370201                       20070301                             65700
              20370201                       20070301                            143100
              20370101                       20070201                            545000
              20370201                       20070301                            635000
              20370201                       20070301                            520300
              20370201                       20070301                            580000
              20370201                       20070301                            588000
              20370201                       20070301                            152910
              20370201                       20070301                            668000
              20370201                       20070301                            360000
              20370201                       20070301                            128250
              20370201                       20070301                            523400
              20370201                       20070301                             58650
              20370201                       20070301                            195000
              20370201                       20070301                         999837.27
              20370201                       20070301                            789559
              20370101                       20070201                            500000
              20370201                       20070301                            528000
              20370201                       20070301                            500000
              20370101                       20070201                            170000
              20370201                       20070301                           1100000
              20370101                       20070201                            490000
              20370201                       20070301                            433300
              20370101                       20070201                         958138.32
              20470101                       20070201                            310000
              20370201                       20070301                            350500
              20361001                       20061101                            610112
              20370201                       20070301                            187500
              20361001                       20061101                            488000
              20370201                       20070301                           1100000
              20370201                       20070301                            447000
              20370201                       20070301                            756000
              20370101                       20070201                            480000
              20370201                       20070301                            765000
              20361001                       20061101                            213760
              20370201                       20070301                            540000
              20370201                       20070301                            565100
              20370101                       20070201                            755000
              20370201                       20070301                            700000
              20370101                       20070201                            464000
              20370101                       20070201                            152800
              20370101                       20070201                            510000
              20370101                       20070201                            500000
              20370101                       20070201                            900000
              20370201                       20070301                           1116000
              20370201                       20070301                            685000
              20370101                       20070201                            556000
              20370201                       20070301                           1204000
              20370201                       20070301                            452850
              20370201                       20070301                            525000
              20370201                       20070301                           1350000
              20370101                       20070201                            631266
              20370101                       20070201                            656000
              20370201                       20070301                            455000
              20370201                       20070301                            513600
              20370201                       20070301                            940000
              20470201                       20070301                            460000
              20370201                       20070301                            453600
              20370101                       20070201                            488000
              20370101                       20070201                         751994.19
              20370201                       20070301                            601000
              20370201                       20070301                           1000000
              20370201                       20070301                            800000
              20370201                       20070301                            599000
              20370201                       20070301                            228000
              20360701                       20060801                            138954
              20370101                       20070201                            999999
              20370101                       20070201                            487200
              20370101                       20070201                            496000
              20370101                       20070201                            703200
              20370201                       20070301                            188700
              20370201                       20070301                            527586
              20370201                       20070301                            192500
              20370201                       20070301                            495000
              20370201                       20070301                           1275000
              20370201                       20070301                            750000
              20370201                       20070301                             84550
              20370201                       20070301                            576000
              20370201                       20070301                            524000
              20370101                       20070201                            760000
              20370201                       20070301                            511920
              20370201                       20070301                            288000
              20370101                       20070201                             80000
              20370101                       20070201                            620000
              20370201                       20070301                            100000
              20370201                       20070301                            750000
              20370101                       20070201                            520000
              20370201                       20070301                            578400
              20370201                       20070301                            248000
              20370201                       20070301                            420000
              20370201                       20070301                            959000
              20370101                       20070201                            132750
              20370101                       20070201                           1350000
              20361201                       20070101                            165500
              20370101                       20070201                            560000
              20370201                       20070301                            104000
              20370201                       20070301                            150400
              20370201                       20070301                             82650
              20370201                       20070301                            110000
              20370101                       20070201                            376000
              20370201                       20070301                            449500
              20370101                       20070201                            700000
              20370201                       20070301                            562500
              20370101                       20070201                            123000
              20370201                       20070301                            492000
              20370201                       20070301                            176000
              20370201                       20070301                            206400
              20370201                       20070301                             27000
              20370201                       20070301                            196500
              20370201                       20070301                            456000
              20370101                       20070201                            177175
              20370201                       20070301                            217000
              20370201                       20070301                             20700
              20370101                       20070201                            650000
              20370201                       20070301                            920000
              20370201                       20070301                            328000
              20370201                       20070301                            832000
              20370101                       20070201                            612000
              20370101                       20070201                            652000
              20370201                       20070301                            750000
              20370201                       20070301                            508000
              20370201                       20070301                            465000
              20370101                       20070201                            218384
              20370201                       20070301                            432000
              20370201                       20070301                            432000
              20370201                       20070301                         421314.99
              20370201                       20070301                            199920
              20370201                       20070301                            585550
              20370201                       20070301                           1000000
              20370201                       20070301                            197000
              20370201                       20070301                            618750
              20370201                       20070301                            559000
              20370201                       20070301                            939000
              20270201                       20070301                             55200
              20370101                       20070201                            523000
              20370101                       20070201                            650000
              20370201                       20070301                            615800
              20370201                       20070301                            484000
              20370201                       20070301                            484000
              20370201                       20070301                            548000
              20370201                       20070301                            348000
              20370201                       20070301                            256500
              20370201                       20070301                            549000
              20370201                       20070301                             96600
              20370201                       20070301                            200000
              20370201                       20070301                            455000
              20370201                       20070301                            153000
              20370201                       20070301                            193500
              20370201                       20070301                            600000
              20370201                       20070301                            685000
              20370201                       20070301                            480000
              20370201                       20070301                            543000
              20470201                       20070301                            390000
              20370201                       20070301                           1000000
              20370201                       20070301                            568000
              20370201                       20070301                            455000
              20370201                       20070301                            435000
              20370201                       20070301                            160000
              20370201                       20070301                            528000
              20370201                       20070301                            220000
              20370101                       20070201                            169200
              20370201                       20070301                            550000
              20370201                       20070301                            564800
              20370201                       20070301                            428000
              20370201                       20070301                            141600
              20370201                       20070301                            303750
              20370201                       20070301                             42600
              20370201                       20070301                            569002
              20370201                       20070301                           1000000
              20370201                       20070301                           1000000
              20370201                       20070301                            209000
              20370101                       20070201                            462200
              20370201                       20070301                            634400
              20370201                       20070301                            629488
              20370101                       20070201                            555500
              20370201                       20070301                            650000
              20370301                       20070401                            165600
              20370101                       20070201                           1000000
              20370201                       20070301                            700000
              20370201                       20070301                            256000
              20370201                       20070301                            387500
              20370201                       20070301                            440000
              20370201                       20070301                             72000
              20370201                       20070301                            468000
              20370201                       20070301                            456000
              20370201                       20070301                            600000
              20370201                       20070301                            458000
              20370201                       20070301                            517000
              20370201                       20070301                            150000
              20370201                       20070301                            450000
              20370201                       20070301                            583600
              20370201                       20070301                            259000
              20370201                       20070301                            216900
              20370201                       20070301                             91500
              20370201                       20070301                            744700
              20370201                       20070301                            596000
              20370201                       20070301                            634865
              20370101                       20070201                            547500
              20370201                       20070301                            999950
              20370201                       20070301                            124800
              20370201                       20070301                            456000
              20370201                       20070301                            284000
              20370201                       20070301                            221500
              20370201                       20070301                            585000
              20370201                       20070301                            588000
              20370201                       20070301                            740000
              20370201                       20070301                             37000
              20370201                       20070301                            425000
              20370201                       20070301                            185250
              20370201                       20070301                            602000
              20370201                       20070301                            442000
              20370201                       20070301                            129200
              20370101                       20070201                            480000
              20370201                       20070301                            480000
              20370201                       20070301                            123500
              20370201                       20070301                            823000
              20370201                       20070301                            102600
              20370201                       20070301                            452000
              20370201                       20070301                            171700
              20370201                       20070301                            110700
              20370201                       20070301                           1170000
              20370201                       20070301                            653000
              20370101                       20070201                           1000000
              20361201                       20070101                           1000000
              20370201                       20070301                            542400
              20370201                       20070301                            472000
              20370101                       20070201                            141600
              20370101                       20070201                            667000
              20370101                       20070201                            446500
              20370101                       20070201                            266000
              20370201                       20070301                            587500
              20370201                       20070301                            513600
              20370201                       20070301                             99000
              20370201                       20070301                            422750
              20370201                       20070301                            502500
              20370101                       20070201                            636500
              20370201                       20070301                            576000
              20370201                       20070301                            230565
              20370201                       20070301                            544000
              20370201                       20070301                            640000
              20370201                       20070301                            720000
              20370101                       20070201                             88500
              20370201                       20070301                            177580
              20370201                       20070301                            479200
              20370201                       20070301                            422000
              20370101                       20070201                            270000
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              20370201                       20070301                         519928.79
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              20270201                       20070301                            999999
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              20370201                       20070301                            486500
              20361201                       20070101                             90500
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              20370201                       20070301                            222800
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              20370201                       20070301                            650000
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              20370201                       20070301                            600000
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              20370101                       20070201                         301960.42
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              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
              20361101              3466.66                          639998.99
              20361201              2731.02                          514074.29
              20361101               2337.5                          439999.99
              20361101              4078.41                             767700
              20370201              4064.45                          795364.45
              20370201               437.95                           60358.43
              20370201              2505.94                             445500
              20370101               830.36                          126187.01
              20370101              1362.06                          209637.36
              20370101              8868.54                         1347725.17
              20370201               3051.5                             574400
              20370201                629.3                            89932.6
              20370201               503.32                            77436.5
              20370201              2333.33                             448000
              20370201              4140.63                             750000
              20370201              2484.38                             450000
              20370201              3661.88                             567000
              20370201              6773.44                            1275000
              20370201              4229.17                             700000
              20370201              3374.14                          547480.03
              20370201              2357.33                             435200
              20370201              2774.97                           556841.5
              20370201               3062.5                             600000
              20370201              2101.06                          332109.49
              20370201               679.74                          104674.49
              20370201              9101.79                         1438698.21
              20370201               800.17                          112968.17
              20370201               2337.5                             440000
              20370201              2583.67                             539200
              20370201                 5000                            1000000
              20370201              2654.17                          519651.51
              20370201              1438.64                          205594.63
              20370201               893.66                           130897.8
              20370201               857.75                             175100
              20370201              3947.92                             758000
              20370201              2247.19                             423000
              20370201              8967.08                         1363853.23
              20370201                 2925                          539888.52
              20370101               918.42                          141355.47
              20370201              2061.45                          313536.36
              20370201                 2485                             497000
              20270201              1884.22                          262430.78
              20370201                 2780                          555876.91
              20370201                  660                             105600
              20370201              3683.33                             680000
              20370201              2955.33                             545450
              20361001               1429.2                          203631.96
              20370201              1390.49                          208728.68
              20370201               616.88                              98700
              20370201              1247.74                          199814.76
              20370201              2316.25                             436000
              20370201                  585                              93600
              20370201              2383.33                          439991.69
              20361201               767.45                          112235.12
              20370201                 2805                          527999.92
              20370201              2536.46                             487000
              20370101              4353.72                          730100.22
              20370201               791.67                             152000
              20370201               3187.5                             600000
              20370101              3981.05                          671624.34
              20370201                 3125                             600000
              20370201              1439.89                          221808.86
              20370201               872.26                          137875.24
              20370201              2347.15                             471000
              20370101               4687.5                             900000
              20370101              5507.03                             997500
              20370101                 2650                             480000
              20370201               245.59                           35971.91
              20370201               633.91                           98912.65
              20370201              3193.46                          479606.54
              20370201              3336.25                             628000
              20370201              1646.67                             304000
              20370201              2331.33                             430400
              20370201               3812.5                             600000
              20370201              4881.67                             808000
              20370201               833.38                          138561.62
              20370201               443.32                           71931.68
              20370201                 7475                            1500000
              20370201               873.34                          134488.61
              20370201              6458.33                            1240000
              20370201              1524.21                          234716.76
              20360601              3320.67                          471661.36
              20370101              5920.83                             980000
              20370201              2241.24                             439100
              20370201              2849.38                          577714.57
              20370201               291.67                              50000
              20370201              3476.49                          535538.51
              20370201               879.14                          153449.27
              20370201                  769                          129067.46
              20370201              1079.17                          184921.89
              20370201              3852.86                             617002
              20370101              3572.76                          586853.59
              20370201              3946.72                          607976.09
              20370201               978.85                          134907.09
              20370201              3203.13                             615000
              20370201              2237.49                          319762.51
              20370201              2952.37                          475338.15
              20370201               874.67                          117706.53
              20370201              4531.25                             750000
              20370201              6478.33                            1300000
              20270201              3282.89                          452654.26
              20370201              3400.83                             616000
              20370201              3488.33                             700000
              20370101              4002.17                          648758.73
              20370201              2345.63                             417000
              20370201              2002.55                          308484.17
              20370201              3002.08                             523500
              20370201               2187.5                             420000
              20370201              3120.42                          474600.93
              20370201                 2750                             550000
              20370201              2552.08                           499872.4
              20370201              2505.12                          502132.96
              20370201               6184.9                            1187500
              20370201                 1080                             192000
              20370201              1734.36                          277742.52
              20370201               644.78                           89936.47
              20370201              5208.33                            1000000
              20370201              1889.46                          283766.38
              20270201              1619.58                          212478.55
              20370201               576.45                           91117.55
              20370201              3427.08                             658000
              20370201              3978.29                          575515.19
              20370201               672.33                          104903.79
              20370201               853.13                          148016.56
              20370201                 2250                             432000
              20370201               909.24                          125154.17
              20370201              2916.67                             560000
              20370201              5103.93                          839183.57
              20370201              3540.51                             693650
              20370101              3426.56                             645000
              20370201              3326.52                          399644.79
              20370201               786.61                          124255.97
              20370201              3012.19                             535500
              20370201              2296.67                             424000
              20370201              2623.73                          526499.99
              20370201              1783.27                          278254.28
              20370201               388.54                           58352.13
              20370201              2641.38                             496900
              20370201              2658.33                          510375.63
              20370201                 3510                             648000
              20370201               209.77                           29977.73
              20370101              1154.42                          162863.13
              20370201              1819.17                             296000
              20370201               943.13                             150900
              20370201              6157.18                          999051.15
              20370201              2023.96                             335000
              20370201              3390.83                             626000
              20370201              5104.17                            1000000
              20370201                 5625                            1000000
              20370201              3372.72                          519552.28
              20370201              4968.75                             900000
              20370201              5458.87                          874189.58
              20370201                 3825                          719481.82
              20370201              4531.25                             750000
              20370101              1897.15                          291994.91
              20370101              3693.31                          590900.47
              20370201              3458.33                          663984.45
              20370301              1231.44                             200000
              20370201              3491.58                          531053.47
              20370201               591.54                           99869.43
              20370201              2708.33                          519883.21
              20370201              3111.92                           485571.2
              20370201               831.63                          124797.54
              20370201              3002.34                             472500
              20370201              3991.51                          665087.24
              20370201              1453.76                          229792.07
              20370201              2080.73                          424999.56
              20370201              3119.35                           499536.9
              20370201              1587.77                          232568.43
              20370201              2296.07                             460750
              20370201                 2750                             527700
              20370201               948.03                           129113.3
              20370201              1543.79                          234802.56
              20361201               899.09                           123742.3
              20370201              2302.08                             442000
              20370101              1077.95                          159743.34
              20370101              3126.25                          491843.69
              20370201                 2575                             494400
              20370101               782.74                          118899.28
              20370201              3047.19                             597000
              20370201              3435.71                          557453.09
              20370201              1523.29                          240782.13
              20370201              1983.47                          283459.47
              20370201              3785.83                             649000
              20370201              2531.44                          400137.94
              20370201               833.38                          138861.62
              20370201              2353.02                             461000
              20370201              2771.46                             502000
              20370201                 3655                             688000
              20370201              3583.33                             688000
              20370201              1623.67                          240807.27
              20370101               515.51                              93375
              20370201              1011.93                          151975.32
              20370201              1820.36                          287739.64
              20370201               656.93                           99915.99
              20370201              1392.69                          211821.89
              20370201              1537.79                             283900
              20370201              2864.58                             500000
              20370201              3023.48                          497116.35
              20370201              4458.33                             856000
              20370201               963.36                             156750
              20370201               335.63                           47947.59
              20370201               915.47                             141750
              20370201              4527.08                          819999.91
              20370201              5339.58                             932000
              20370201                 4784                          955946.22
              20370201               457.79                            63854.9
              20370201               3094.4                           495340.6
              20270201               742.48                          102381.21
              20370201              2833.33                             543750
              20370201              4864.49                          749354.26
              20370201               2947.5                           523999.5
              20370101              3831.75                             681200
              20370201              3439.48                             623000
              20370201               790.09                          124886.99
              20370201              2604.17                             500000
              20370201              3677.67                          802377.67
              20370201              4986.75                          778112.87
              20370201              4766.67                             880000
              20370201              1458.02                          236575.31
              20370201              1620.31                             305000
              20370201               4921.5                             926400
              20370101              4805.06                          941400.39
              20370101              1290.94                             243000
              20370201              1777.69                          266980.98
              20370201              4270.05                             819850
              20370201               459.39                           65651.24
              20370201               904.49                          142970.64
              20370101               3489.7                          544035.65
              20370201               4171.5                          634466.52
              20370201               2709.9                             520300
              20370201                 2900                          578863.12
              20370201              3716.57                          587468.43
              20370201               939.76                             152910
              20370201              4670.76                          667504.24
              20370201              2334.96                          359690.04
              20370201               853.26                          128144.86
              20370201                 2617                             523400
              20370201               425.26                           58609.53
              20370201              1157.81                             194844
              20370201              6905.63                          999074.84
              20370201              4194.53                             789559
              20370101              3038.06                          499025.56
              20370201                 2750                             528000
              20370201              3119.35                           499536.9
              20370101              1060.58                          169684.26
              20370201              5729.17                            1099000
              20370101              2898.54                          488998.39
              20370201              2347.04                          433247.04
              20370101              6294.29                          956523.79
              20470101              1678.73                          309677.17
              20370201              1825.52                             350500
              20361001              3806.31                          607256.38
              20370201              1169.76                          187326.33
              20361001              3205.82                          485884.94
              20370201              5270.83                         1099983.29
              20370201              2573.19                          446522.12
              20370201              4903.41                          755349.09
              20370101              2955.45                          479086.73
              20370201                 5349                          764432.25
              20361001              1333.59                          212400.93
              20370201               3368.9                          539499.85
              20370201              3571.82                          564589.14
              20370101              4405.98                          753419.68
              20370201              4310.03                           699335.8
              20370101              2744.74                          463051.54
              20370101              1016.59                          152540.25
              20370101              3223.55                           509075.4
              20370101              3160.35                          499093.53
              20370101              5614.83                          898328.41
              20370201              6962.39                         1114966.36
              20370201              4106.93                          684318.07
              20370101              3423.39                          554940.89
              20370201              6647.08                         1202847.08
              20370201              2788.28                          452420.31
              20370201              3226.56                             525000
              20370201              8202.75                         1348687.88
              20370101              3835.64                           630035.4
              20370101              4039.11                          654751.87
              20370201               2691.5                           454536.1
              20370201               2621.5                           486469.2
              20370201              4993.75                             940000
              20470201              2734.17                          459789.58
              20370201               2792.9                           453169.6
              20370101               2592.5                             488000
              20370101              4940.07                           750723.7
              20370201              3555.15                          600387.25
              20370201                 5000                          806177.08
              20370201              4990.96                          799259.04
              20370201              3688.15                          598431.64
              20370201              1116.25                             228000
              20360701               901.26                           137977.8
              20370101              6157.17                          998096.38
              20370101              2999.78                          486273.03
              20370101                 2480                             496000
              20370101              4048.02                          701692.21
              20370201              1223.91                          188537.54
              20370201              3022.63                             527586
              20370201              1264.59                          192338.27
              20370201              2578.13                             495000
              20370201              7171.88                            1275000
              20370201              4864.49                          749354.26
              20370201               548.39                           84459.58
              20370201                 2940                             576000
              20370201               2947.5                             524000
              20370101              4741.41                          758588.43
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              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

Prime Mortgage Trust 2007-1 8-K