SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 30, 2007

The original Form 8-K filed on April 16, 2007 has been amended by this Form 8-K/A to replace the Pooling and Servicing Agreement dated as of March 1, 2007 previously filed with respect to the Bear Stearns Mortgage Funding Trust 2007-AR3, Mortgage Pass-Through Certificates, Series 2007-AR3

STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.

(Exact name of registrant as specified in its charter)

Delaware

333-140247

30-0183252

(State or Other Jurisdiction of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

383 Madison Avenue

New York, New York

10l79

(Address of Principal

Executive Offices)

(Zip Code)

Registrants telephone number, including area code, is (212) 272-2000

Items 1 through 7 are not included because they are not applicable.

Item 8.01.

Other Events.

On March 30, 2007, Structured Asset Mortgage Investments II Inc. caused the issuance and sale of the Bear Stearns Mortgage Funding Trust 2007-AR3, Mortgage Pass-Through Certificates, Series 2007-AR3, pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2007, among Structured Asset Mortgage Investments II Inc., as depositor, Wells Fargo Bank, National Association, as trustee, and EMC Mortgage Corporation as servicer and sponsor.

Item 9.01.	Financial Statements and Exhibits.

	(a)	Not applicable

	(b)	Not applicable

	(c)	Exhibits (executed copies): The following execution copies of
Exhibits to the Form S-3 Registration Statement of the Registrant are hereby filed:

	Sequentially
Exhibit	Numbered
Number	Exhibit Page

10.1 Pooling and Servicing Agreement, dated as of March 1, 2007 among Structured Asset Mortgage Investments II Inc., as depositor, Wells Fargo Bank, National Association, as trustee, and EMC Mortgage Corporation as servicer and sponsor.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf of the Registrant by the undersigned thereunto duly authorized.

STRUCTURED ASSET MORTGAGE

INVESTMENTS II INC.

By: /s/ Baron Silverstein

Name: Baron Silverstein

Title: Vice President

Dated: April 18, 2007

[8-K – PSA]

EXHIBIT INDEX

Exhibit

Number

Item 601 (a) of

Regulation S-K

Exhibit No.

Sequentially

Numbered

Description

Page

Pooling and Servicing Agreement


                                                               EXHIBIT 1



                                             STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
                                                               DEPOSITOR


                                                WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                                                TRUSTEE


                                                                  AND


                                                       EMC MORTGAGE CORPORATION
                                                         SERVICER, SPONSOR AND COMPANY


                                                ________________________________________

                                                    POOLING AND SERVICING AGREEMENT

                                                       DATED AS OF MARCH 1, 2007

                                                ________________________________________

                                             STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
                                             Bear Stearns Mortgage Funding Trust 2007-AR3
                                          Mortgage Pass-Through Certificates, Series 2007-AR3

TABLE OF CONTENTS

ARTICLE I DEFINITIONS................................................................................2
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........................72

Section 2.01. Conveyance of Mortgage Loans to Trustee..........................................72
Section 2.02. Acceptance of Mortgage Loans by Trustee..........................................74
Section 2.03. Assignment of Interest in the Mortgage Loan Purchase Agreement...................77
Section 2.04. Substitution of Mortgage Loans...................................................78
Section 2.05. Issuance of Certificates.........................................................79
Section 2.06. Representations and Warranties Concerning the Depositor..........................80
Section 2.07. Representations and Warranties of the Company and Sponsor........................81
Section 2.08. Purposes and Powers of the Trust.................................................84

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............................................84

Section 3.01. Servicer to Act as Servicer......................................................84
Section 3.02. REMIC-Related Covenants..........................................................87
Section 3.03. Monitoring of Subservicers.......................................................87
Section 3.04. Fidelity Bond....................................................................88
Section 3.05. Power to Act; Procedures.........................................................88
Section 3.06. Due-on-Sale Clauses; Assumption Agreements.......................................89
Section 3.07. Release of Mortgage Files........................................................90
Section 3.08. Documents, Records and Funds in Possession of Servicer To Be Held for Trustee....91
Section 3.09. Standard Hazard Insurance and Flood Insurance Policies...........................91
Section 3.10. Presentment of Claims and Collection of Proceeds.................................92
Section 3.11. Maintenance of the Primary Mortgage Insurance Policies...........................93
Section 3.12. Trustee to Retain Possession of Certain Insurance Policies and Documents.........93
Section 3.13. Realization Upon Defaulted Mortgage Loans........................................93
Section 3.14. Compensation for the Servicer....................................................94
Section 3.15. REO Property.....................................................................94
Section 3.16. Annual Statement as to Compliance; Annual Certification..........................96
Section 3.17. Assessments of Compliance and Attestation Reports................................97
Section 3.18. Reports Filed with Securities and Exchange Commission............................99
Section 3.19. UCC.............................................................................106
Section 3.20. Optional Purchase of Defaulted Mortgage Loans...................................106
Section 3.21. Books and Records...............................................................107
Section 3.22. Intention of the Parties and Interpretation.....................................107

ARTICLE IV ACCOUNTS.................................................................................108

Section 4.01. Custodial Account...............................................................108

-i-

TABLE OF CONTENTS
(continued)

Section 4.02. Permitted Withdrawals and Transfers from the Custodial Account..................109
Section 4.03. Distribution Account............................................................110
Section 4.04. Permitted Withdrawals and Transfers from the Distribution Account...............111
Section 4.05. Adjustable Rate Supplemental Fund...............................................112
Section 4.06. Statements to the Trustee.......................................................113
Section 4.07. Reserved........................................................................114
Section 4.08. Reserve Fund....................................................................114
Section 4.09. Class XP Reserve Account........................................................115
Section 4.10. Final Maturity Reserve Account..................................................116

ARTICLE V CERTIFICATES.............................................................................117

Section 5.01. Certificates....................................................................117
Section 5.02. Registration of Transfer and Exchange of Certificates...........................117
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...............................126
Section 5.04. Persons Deemed Owners...........................................................129
Section 5.05. Transfer Restrictions on Residual Certificates..................................130
Section 5.06. Restrictions on Transferability of Certificates.................................131
Section 5.08. Rule 144A Information...........................................................132

ARTICLE VI PAYMENTS TO CERTIFICATEHOLDERS...........................................................133

Section 6.01. Distributions on the Certificates...............................................133
Section 6.02. Allocation of Losses and Subsequent Recoveries..................................143
Section 6.03. Payments........................................................................144
Section 6.04. Statements to Certificateholders................................................145
Section 6.05. Monthly Advances................................................................147
Section 6.06. Compensating Interest Payments..................................................147
Section 6.07. Distributions on REMIC Regular Interests........................................148

ARTICLE VII THE SERVICER.............................................................................148

Section 7.01. Liabilities of the Servicer.....................................................148
Section 7.02. Merger or Consolidation of the Servicer.........................................148
Section 7.03. Indemnification of the Trustee..................................................149
Section 7.04. Limitations on Liability of the Servicer and Others.............................149
Section 7.05. Servicer Not to Resign..........................................................150
Section 7.06. Successor Servicer..............................................................150
Section 7.07. Sale and Assignment of Servicing................................................151

ARTICLE VIII DEFAULT..................................................................................151

Section 8.01. Events of Default...............................................................151
Section 8.02. Trustee to Act; Appointment of Successor........................................153

-ii-

TABLE OF CONTENTS
(continued)

Section 8.03. Notification to Certificateholders..............................................154
Section 8.04. Waiver of Defaults..............................................................154
Section 8.05. List of Certificateholders......................................................155

ARTICLE IX CONCERNING THE TRUSTEE...................................................................156

Section 9.01. Duties of Trustee...............................................................156
Section 9.02. Certain Matters Affecting the Trustee...........................................158
Section 9.03. Trustee Not Liable for Certificates or Mortgage Loans...........................159
Section 9.04. Trustee May Own Certificates....................................................160
Section 9.05. Trustee's Fees and Expenses.....................................................160
Section 9.06. Eligibility Requirements for Trustee............................................160
Section 9.07. Insurance.......................................................................160
Section 9.08. Resignation and Removal of the Trustee..........................................161
Section 9.09. Successor Trustee...............................................................161
Section 9.10. Merger or Consolidation of Trustee..............................................162
Section 9.11. Appointment of Co-Trustee or Separate Trustee...................................162
Section 9.12. Federal Information Returns and Reports to Certificateholders;
REMIC Administration............................................................163

ARTICLE X TERMINATION..............................................................................166

Section 10.01. Termination Upon Repurchase by the Depositor or its Designee
or Liquidation of the Mortgage Loans............................................166
Section 10.02. Additional Termination Requirements.............................................168

ARTICLE XI MISCELLANEOUS PROVISIONS.................................................................169

Section 11.01. Intent of Parties...............................................................169
Section 11.02. Amendment.......................................................................170
Section 11.03. Recordation of Agreement........................................................171
Section 11.04. Limitation on Rights of Certificateholders......................................171
Section 11.05. Acts of Certificateholders......................................................172
Section 11.06. Governing Law...................................................................173
Section 11.07. Notices.........................................................................173
Section 11.08. Severability of Provisions......................................................173
Section 11.09. Successors and Assigns..........................................................174
Section 11.10. Article and Section Headings....................................................174
Section 11.11. Counterparts....................................................................174
Section 11.12. Notice to Rating Agencies.......................................................174
Section 11.13. Use of Subservicers and Subcontractors..........................................174

-iii-


                                                          TABLE OF CONTENTS
                                                             (continued)

                                                               EXHIBITS

Exhibit A-1                -        Form of Class A Certificate
Exhibit A-2                -        Reserved
Exhibit A-3                -        Form of Class I-B Certificate
Exhibit A-4                -        Form of Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4 and Class
                                    II-B-5 Certificates
Exhibit A-5                -        Form of Class II-B-6 Certificate
Exhibit A-6                -        Form of Class B-IO Certificate
Exhibit A-7                -        Form of Class R Certificate
Exhibit A-8                -        Form of Class R-X Certificate
Exhibit A-9                -        Form of Class X Certificate
Exhibit A-10               -        Form of Class XP Certificate
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 (Non-Rule 144A)
Exhibit F-2                -        Form of Rule 144A Investment Representation
Exhibit F-3                -        Form of Transferor Representation Letter
Exhibit G                  -        Form of Custodial Agreement
Exhibit H                  -        Form of Mortgage Loan Purchase Agreement
Exhibit I                  -        Form of Trustee Limited Power of Attorney
Exhibit J                  -        Reserved
Exhibit K                  -        Loan Level Format for Tape Input, Servicer Period Reporting
Exhibit L                  -        Reporting Data for Defaulted Loans
Exhibit M                  -        Reserved
Exhibit N                  -        Form of Corridor Contracts
Exhibit O                  -        Reserved
Exhibit P                  -        Servicing Criteria to be Addressed in Assessment of Compliance
Exhibit Q-1                -        Form of Servicer Back-Up Certification
Exhibit Q-2                -        Form of Trustee Back-Up Certification
Exhibit R                  -        Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
Exhibit S                  -        Additional Disclosure Information

                                                               SCHEDULES

Schedule A                 -        Coupon Strip Reserve Account Schedule

                                                                 -iv-


                                                    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"),  Wells Fargo Bank, National  Association,  a banking association organized under the laws
of the United States, not in its individual  capacity but solely as trustee (the "Trustee") and EMC Mortgage  Corporation,  as servicer
(in such  capacity,  the  "Servicer"),  as company (in such capacity,  the "Company" or "EMC") and, as sponsor (in such  capacity,  the
"Sponsor").

                                                         PRELIMINARY STATEMENT

         On or prior to the Closing  Date,  the  Depositor  acquired the  Mortgage  Loans from the Sponsor.  On the Closing  Date,  the
Depositor  will  sell the  Mortgage  Loans and  certain  other  property  to the  Trust  Fund and  receive  in  consideration  therefor
Certificates 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  "regular  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  "regular  interests" in such
REMIC.

         The  Trustee on behalf of the Trust  shall make an election  for the assets  constituting  REMIC III to be treated for federal
income tax purposes as a REMIC.  On the Startup Day, the REMIC III Regular  Interests  will be designated  "regular  interests" in such
REMIC.

         The  Trustee on behalf of the Trust  shall make an  election  for the assets  constituting  REMIC IV to be treated for federal
income tax purposes as a REMIC.  On the Startup Day, the REMIC IV Regular  Interests  will be  designated  "regular  interests" in such
REMIC.

         The  Trustee on behalf of the Trust  shall make an  election  for the assets  constituting  REMIC V to be treated  for federal
income tax purposes as a REMIC.  On the Startup Day, the REMIC V Regular  Interests will be designated the "regular  interests" in such
REMIC.

         The Class R  Certificates  will  evidence  ownership  of the  "residual  interest" in each of REMIC I, REMIC II, REMIC III and
REMIC IV.  The Class R-X Certificates will evidence ownership of the "residual interest" in REMIC V.

         The Group I 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  $390,231,873.76.  The  Sub-Group  II-1  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
$668,872,812.99,  and the Sub-Group  II-2  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 $267,788,419.01.

                                                                 1


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


                                                      ARTICLE I

                                                     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.

         2007-AR3 REMIC: Any of REMIC I, REMIC II, REMIC III, REMIC IV and REMIC V.

         Accepted  Servicing  Practices:  The procedures,  including prudent  collection and loan  administration  procedures,  and the
standard of care (i) employed by prudent  mortgage  servicers  which service  mortgage  loans of the same type as the Mortgage Loans in
the  jurisdictions in which the related Mortgage  Properties are located or (ii) in accordance with the Fannie Mae Guide or Freddie Mac
Guide,  subject to any variances  negotiated  with Fannie Mae or Freddie Mac and subject to the express  provisions of this  Agreement.
Such  standard of care shall not be lower than that the Servicer  customarily  employs and  exercises in  servicing  and  administering
similar mortgage loans for its own account and shall be in full compliance with all federal,  state, and local laws, ordinances,  rules
and regulations.

         Account:  The Custodial  Account,  the Adjustable Rate  Supplemental  Fund, the  Distribution  Account,  the Reserve Fund, the
Final Maturity Reserve Account or the Class XP Reserve Account, as the context may require.

         Actual Monthly  Payments:  For any Mortgage Loan and each Due Period,  the actual  monthly  payments of principal and interest
received during such month on such Mortgage Loan.

         Additional Disclosure:  As defined in Section 3.18(a)(v).

         Additional Form 10-D Disclosure:  As defined in Section 3.18(a)(i).

         Additional Form 10-K Disclosure:  As defined in Section 3.18(a)(iv).

         Adjustable Rate Supplemental Fund: An "outside reserve fund" within the meaning of Treasury Regulation  1.860G-2(h),  which is
not an asset of any REMIC and which is established and maintained pursuant to Section 4.05.

         Adjusted Rate Cap: With respect to the Class I-A  Certificates  and Class I-B  Certificates,  each  Distribution  Date and the
related Due  Period,  the sum of (i) the  Scheduled  Payments  owed on the Group I Mortgage  Loans for such Due Period less the related
Servicing Fee and (ii) the related  Actual  Monthly  Payments  received in excess of the Scheduled  Payments,  expressed as a per annum
rate calculated on the basis of the aggregate  Stated  Principal  Balance of the Group I Mortgage Loans for such Due Period and further
reflecting  the accrual of interest on an actual/360  basis,  minus the sum of (a) the interest  payable to the Class I-X  Certificates
and (b) the Coupon  Strip with  respect to Loan Group I, if any,  payable to the Final  Maturity  Reserve  Account with respect to such
Distribution Date, expressed as a per annum rate.

                                                                 2


                  With respect to the Group II  Certificates,  each  Distribution  Date and the related Due Period,  the sum of (i) the
Scheduled  Payments owed on the Group II Mortgage Loans for such Due Period less the related  Servicing Fee and (ii) the related Actual
Monthly Payments received in excess of the Scheduled  Payments,  expressed as a per annum rate calculated on the basis of the aggregate
Stated  Principal  Balance of the Group II  Mortgage  Loans for such Due Period and  further  reflecting  the accrual of interest on an
actual/360 basis.

         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 Certification:  As defined in Section 3.16(b) herein.

         Applicable Credit Rating:  For any long-term deposit or security,  a credit rating of "AAA" in the case of S&P or "Aaa" in the
case of Moody's (or with respect to  investments  in money market  funds,  a credit rating of "AAAm" or "AAAm-G" in the case of S&P and
the highest  rating  given by Moody's for money  market funds in the case of Moody's).  For any  short-term  deposit or security,  or a
rating of "A-l+" in the case of S&P or "Prime-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 Servicer or the Depositor,  or (ii) written notice from
the appropriate taxing authority as to the applicability of such state law.

         Applied  Realized  Loss  Amount:  With  respect  to any  Distribution  Date  and a Class of  Class A  Certificates  or Class B
Certificates,  the sum of the  Realized  Losses with  respect to the Mortgage  Loans in the related  Loan Group or Sub-Loan  Group,  as
applicable,  which are to be applied in  reduction  of the  Current  Principal  Amount of such Class of  Certificates  pursuant to this
Agreement in an amount equal to the amount,  if any, by which,  (i) the aggregate  Current  Principal Amount of all of the Certificates
in the related Loan Group or Sub-Loan Group, as applicable,  (after all distributions of principal on such  Distribution  Date) exceeds
(ii) the aggregate  Stated  Principal  Balance of all of the Mortgage Loans in the related Loan Group or Sub-Loan Group, as applicable,
for such  Distribution  Date. The Applied  Realized Loss Amount with respect to the Group I Mortgage Loans shall be allocated  first to
the Class  I-B-9,  Class  I-B-8,  Class  I-B-7,  Class I-B-6,  Class  I-B-5,  Class  I-B-4,  Class  I-B-3,  Class I-B-2 and Class I-B-1
Certificates,  sequentially  in that order,  in each case until the  Current  Principal  Amount of each such Class has been  reduced to
zero.  Thereafter,  the principal  portion of Realized Losses on the Group I Mortgage Loans will be allocated on any Distribution  Date
first, to the Class I-A-3 Certificates,  then to the Class I-A-2 Certificates,  and then to the Class I-A-1 Certificates,  sequentially
in that order,  until the Current  Principal  Amount of each such Class has been reduced to zero. The Applied Realized Loss Amount with
respect to the Group II Mortgage Loans shall be allocated first to the Class II-B-6,  Class II-B-5,  Class II-B-4,  Class II-B-3, Class
II-B-2 and Class II-B-1  Certificates,  sequentially in that order, in each case until the Current  Principal Amount of each such Class
has been reduced to zero.  Thereafter,  (i) the  principal  portion of Realized  Losses on the Sub-Group  II-1  Mortgage  Loans will be
allocated on any  Distribution  Date to the Class II-1A-3,  Class II-1A-2 and Class II-1A-1  Certificates,  sequentially in that order,
until the Current  Principal  Amount of each such Class has been reduced to zero and (ii) the principal  portion of Realized  Losses on
the Sub-Group  II-2 Mortgage  Loans will be allocated on any  Distribution  Date to the Class  II-2A-1  Certificates  until the Current
Principal Amount of such Class has been reduced to zero.

                                                                 3

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.

Attestation Report: As defined in Section 3.17.

Attesting Party: As defined in Section 3.17.

Available Funds: With respect to each Distribution Date and any Loan Group or Sub-Loan Group, as applicable, the sum of the
Principal Funds and the Interest Funds for such Distribution Date and such Loan Group or Sub-Loan Group.

Back-Up Certification: As defined in Section 3.18(a)(iv).

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

Bankruptcy Loss: Any loss resulting from a bankruptcy court, in connection with a personal bankruptcy of a mortgagor, (1)
establishing the value of a mortgaged property at an amount less than the Outstanding Principal Balance of the Mortgage Loan secured
by such mortgaged property or (2) reducing the amount of the Monthly Payment on the related Mortgage Loan.

Basis Risk Shortfall: With respect to any Distribution Date and each Class of Class A Certificates and Class B
Certificates, the excess, if any, of:

1. the amount of Current Interest that such Class would have been entitled to receive on such Distribution Date had the
applicable Pass-Through Rate been calculated at a per annum rate equal to One-Month LIBOR plus the related Margin
and (ii) 10.50% per annum, over


         2.       the amount of Current Interest on such Class  calculated using a Pass-Through  Rate equal to the related Net Rate Cap
                  for such Distribution Date.

         Basis Risk Shortfall Carry Forward Amount:  With respect to any  Distribution  Date and each Class of Class A Certificates and
Class B  Certificates,  the sum of the Basis Risk Shortfall for such  Distribution  Date and the Basis Risk Shortfalls for all previous
Distribution  Dates not  previously  paid from any source  including  the Excess  Cashflow and payments  under the Corridor  Contracts,
together with interest thereon at a rate equal to the related  Pass-Through  Rate for such Class of Certificates for such  Distribution
Date.

         Book-Entry  Certificates:  Initially,  all  Classes  of  Certificates  other  than  the  Class  X  Certificates,  the  Private
Certificates and the Residual 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 any  jurisdiction  in which the  Trustee,  the  Custodian  or the Servicer are
authorized or obligated by law or executive order to be closed.

         Certificate:  Any mortgage  pass-through  certificate  evidencing a beneficial ownership interest in the Trust Fund signed and
countersigned  by the Trustee in  substantially  the forms  annexed  hereto as Exhibits A-1, A-3, A-4, A-5, A-6, A-7, A-8, A-9 and A-10
with the blanks therein appropriately completed.

         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.

         Certificateholder:  A Holder of a Certificate.

         Certification Parties:  As defined in Section 3.18(a)(iv).

         Certifying Person:  As defined in Section 3.18(a)(iv).

         Class: With respect to the Certificates,  any of Class I-A-1,  Class I-A-2,  Class I-A-3, Class I-X, Class I-B-1, Class I-B-2,
Class I-B-3, Class I-B-4,  Class I-B-5,  Class I-B-6,  Class I-B-7,  Class I-B-8, Class I-B-9, Class R, Class R-X, Class I-XP-1,  Class
I-XP-2,  Class I-B-IO,  Class II-A-1, Class II-A-2, Class II-A-3, Class II-A-4, Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4,
Class II-B-5, Class II-B-6, Class II-XP and Class II-B-IO.

         Class I-A Certificates: The Class I-A-1, Class I-A-2 and Class I-A-3 Certificates.

         Class I-A Principal  Distribution  Amount:  For any Distribution Date on or after the related Stepdown Date on which a Group I
Trigger Event is not in effect,  an amount equal to the excess (if any) of (x) the aggregate  Current Principal Amount of the Class I-A
Certificates  immediately  prior to such  Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal
Balance of the Group I Mortgage  Loans as of the last day of the related Due Period  (after  reduction for  Principal  Prepayments  and
Realized Losses on the Group I Mortgage Loans incurred during the related  Prepayment  Period) over (b) the aggregate  Stated Principal
Balance of the Group I Mortgage  Loans as of the last day of the related Due Period  (after  reduction for  Principal  Prepayments  and
Realized  Losses  on the Group I  Mortgage  Loans  incurred  during  the  related  Prepayment  Period)  multiplied  by (i) prior to the
Distribution  Date in April 2013,  27.875% and (ii) on or after the Distribution  Date in April 2013,  22.300%,  and (II) the excess of
(a) the  aggregate  Stated  Principal  Balance  of the Group I  Mortgage  Loans as of the last day of the  related  Due  Period  (after
reduction for Principal  Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related  Prepayment  Period)
over (b) 0.50% of the Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.

                                                                 5


         Class I-B Certificates:  The Class I-B-1,  Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class
I-B-8 and Class I-B-9 Certificates.

         Class I-B-1 Principal  Distribution  Amount:  For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger  Event is not in effect,  an amount  equal to the  excess (if any) of (x) the  Current  Principal  Amount of the Class  I-B-1
Certificates  immediately  prior to such  Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal
Balance of the Group I Mortgage  Loans as of the last day of the related Due Period  (after  reduction for  Principal  Prepayments  and
Realized  Losses on the Group I Mortgage Loans  incurred  during the related  Prepayment  Period) over (b) the sum of (1) the aggregate
Current Principal Amount of the Class I-A Certificates  (after taking into account the payment of the Class I-A Principal  Distribution
Amount for such  Distribution  Date) and (2) the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the last day of
the related Due Period (after  reduction for Principal  Prepayments  and Realized  Losses on the Group I Mortgage Loans incurred during
the related  Prepayment  Period)  multiplied  by (i) prior to the  Distribution  Date in April  2013,  21.750% and (ii) on or after the
Distribution  Date in April 2013,  17.400%,  and (II) the excess of (a) the aggregate Stated Principal  Balance of the Group I Mortgage
Loans as of the last day of the related Due Period  (after  reduction  for  Principal  Prepayments  and Realized  Losses on the Group I
Mortgage Loans incurred during the related  Prepayment  Period) over (b) 0.50% of the Stated Principal  Balance of the Group I Mortgage
Loans as of the Cut-off Date.

         Class I-B-2 Principal  Distribution  Amount:  For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger  Event is not in effect,  an amount  equal to the  excess (if any) of (x) the  Current  Principal  Amount of the Class  I-B-2
Certificates  immediately  prior to such  Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal
Balance of the Group I Mortgage  Loans as of the last day of the related Due Period  (after  reduction for  Principal  Prepayments  and
Realized  Losses on the Group I Mortgage Loans  incurred  during the related  Prepayment  Period) over (b) the sum of (1) the aggregate
Current Principal Amount of the Class I-A Certificates  (after taking into account the payment of the Class I-A Principal  Distribution
Amount for such  Distribution  Date), (2) the aggregate  Current  Principal Amount of the Class I-B-1  Certificates  (after taking into
account  the  payment of the Class I-B-1  Principal  Distribution  Amounts for such  Distribution  Date) and (3) the  aggregate  Stated
Principal  Balance  of the  Group I  Mortgage  Loans as of the last day of the  related  Due  Period  (after  reduction  for  Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related  Prepayment  Period)  multiplied by (i) prior
to the  Distribution  Date in April 2013,  16.375% and (ii) on or after the  Distribution  Date in April  2013,  13.100%,  and (II) the
excess of (a) the  aggregate  Stated  Principal  Balance of the Group I  Mortgage  Loans as of the last day of the  related  Due Period
(after  reduction for Principal  Prepayments and Realized  Losses on the Group I Mortgage Loans incurred during the related  Prepayment
Period) over (b) 0.50% of the Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.

                                                                 6


         Class I-B-3 Principal  Distribution  Amount:  For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger  Event is not in effect,  an amount  equal to the  excess (if any) of (x) the  Current  Principal  Amount of the Class  I-B-3
Certificates  immediately  prior  to such  Distribution  Date  over  (y) the  lesser  of (I) the  excess  of (a) the  aggregate  Stated
Principal  Balance  of the  Group I  Mortgage  Loans as of the last day of the  related  Due  Period  (after  reduction  for  Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred  during the related  Prepayment  Period) over (b) the sum of (1)
the  aggregate  Current  Principal  Amount of the Class I-A  Certificates  (after  taking  into  account  the  payment of the Class I-A
Principal  Distribution  Amount  for  such  Distribution  Date),  (2)  the  aggregate  Current  Principal  Amount  of the  Class  I-B-1
Certificates  (after taking into account the payment of the Class I-B-1 Principal  Distribution  Amounts for such  Distribution  Date),
(3) the aggregate  Current Principal Amount of the Class I-B-2  Certificates  (after taking into account the payment of the Class I-B-2
Principal  Distribution  Amounts for such  Distribution  Date) and (4) the aggregate Stated  Principal  Balance of the Group I Mortgage
Loans as of the last day of the related Due Period  (after  reduction  for  Principal  Prepayments  and Realized  Losses on the Group I
Mortgage  Loans  incurred  during the  related  Prepayment  Period)  multiplied  by (i) prior to the  Distribution  Date in April 2013,
14.750% and (ii) on or after the Distribution  Date in April 2013,  11.800%,  and (II) the excess of (a) the aggregate Stated Principal
Balance of the Group I Mortgage  Loans as of the last day of the related Due Period  (after  reduction for  Principal  Prepayments  and
Realized Losses on the Group I Mortgage Loans incurred  during the related  Prepayment  Period) over (b) 0.50% of the Stated  Principal
Balance of the Group I Mortgage Loans as of the Cut-off Date.

         Class I-B-4 Principal  Distribution  Amount:  For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger  Event is not in effect,  an amount  equal to the  excess (if any) of (x) the  Current  Principal  Amount of the Class  I-B-4
Certificates  immediately  prior  to such  Distribution  Date  over  (y) the  lesser  of (I) the  excess  of (a) the  aggregate  Stated
Principal  Balance  of the  Group I  Mortgage  Loans as of the last day of the  related  Due  Period  (after  reduction  for  Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred  during the related  Prepayment  Period) over (b) the sum of (1)
the  aggregate  Current  Principal  Amount of the Class I-A  Certificates  (after  taking  into  account  the  payment of the Class I-A
Principal  Distribution  Amount  for  such  Distribution  Date),  (2)  the  aggregate  Current  Principal  Amount  of the  Class  I-B-1
Certificates  (after taking into account the payment of the Class I-B-1 Principal  Distribution  Amounts for such  Distribution  Date),
(3) the aggregate  Current Principal Amount of the Class I-B-2  Certificates  (after taking into account the payment of the Class I-B-2
Principal  Distribution  Amounts  for  such  Distribution  Date),  (4) the  aggregate  Current  Principal  Amount  of the  Class  I-B-3
Certificates (after taking into account the payment of the Class I-B-3 Principal  Distribution  Amounts for such Distribution Date) and
(5) the  aggregate  Stated  Principal  Balance  of the Group I  Mortgage  Loans as of the last day of the  related  Due  Period  (after
reduction for Principal  Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related  Prepayment  Period)
multiplied  by (i) prior to the  Distribution  Date in April 2013,  11.625% and (ii) on or after the  Distribution  Date in April 2013,
9.300% and (II) the  excess of (a) the  aggregate  Stated  Principal  Balance  of the Group I Mortgage  Loans as of the last day of the
related Due Period (after  reduction for Principal  Prepayments  and Realized  Losses on the Group I Mortgage Loans incurred during the
related Prepayment Period) over (b) 0.50% of the Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.

                                                                 7


         Class I-B-5 Principal  Distribution  Amount:  For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger  Event is not in effect,  an amount  equal to the  excess (if any) of (x) the  Current  Principal  Amount of the Class  I-B-5
Certificates  immediately  prior  to such  Distribution  Date  over  (y) the  lesser  of (I) the  excess  of (a) the  aggregate  Stated
Principal  Balance  of the  Group I  Mortgage  Loans as of the last day of the  related  Due  Period  (after  reduction  for  Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred  during the related  Prepayment  Period) over (b) the sum of (1)
the  aggregate  Current  Principal  Amount of the Class I-A  Certificates  (after  taking  into  account  the  payment of the Class I-A
Principal  Distribution  Amount  for  such  Distribution  Date),  (2)  the  aggregate  Current  Principal  Amount  of the  Class  I-B-1
Certificates  (after taking into account the payment of the Class I-B-1 Principal  Distribution  Amounts for such  Distribution  Date),
(3) the aggregate  Current Principal Amount of the Class I-B-2  Certificates  (after taking into account the payment of the Class I-B-2
Principal  Distribution  Amounts  for  such  Distribution  Date),  (4) the  aggregate  Current  Principal  Amount  of the  Class  I-B-3
Certificates  (after taking into account the payment of the Class I-B-3 Principal  Distribution  Amounts for such  Distribution  Date),
(5) the aggregate  Current Principal Amount of the Class I-B-4  Certificates  (after taking into account the payment of the Class I-B-4
Principal  Distribution  Amounts for such  Distribution  Date) and (6) the aggregate Stated  Principal  Balance of the Group I Mortgage
Loans as of the last day of the related Due Period  (after  reduction  for  Principal  Prepayments  and Realized  Losses on the Group I
Mortgage  Loans  incurred  during the  related  Prepayment  Period)  multiplied  by (i) prior to the  Distribution  Date in April 2013,
10.000% and (ii) on or after the  Distribution  Date in April 2013,  8.000%,  and (II) the excess of (a) the aggregate Stated Principal
Balance of the Group I Mortgage  Loans as of the last day of the related Due Period  (after  reduction for  Principal  Prepayments  and
Realized Losses on the Group I Mortgage Loans incurred  during the related  Prepayment  Period) over (b) 0.50% of the Stated  Principal
Balance of the Group I Mortgage Loans as of the Cut-off Date.

         Class I-B-6 Principal  Distribution  Amount:  For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger  Event is not in effect,  an amount  equal to the  excess (if any) of (x) the  Current  Principal  Amount of the Class  I-B-6
Certificates  immediately  prior  to such  Distribution  Date  over  (y) the  lesser  of (I) the  excess  of (a) the  aggregate  Stated
Principal  Balance  of the  Group I  Mortgage  Loans as of the last day of the  related  Due  Period  (after  reduction  for  Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred  during the related  Prepayment  Period) over (b) the sum of (1)
the  aggregate  Current  Principal  Amount of the Class I-A  Certificates  (after  taking  into  account  the  payment of the Class I-A
Principal  Distribution  Amount  for  such  Distribution  Date),  (2)  the  aggregate  Current  Principal  Amount  of the  Class  I-B-1
Certificates  (after taking into account the payment of the Class I-B-1 Principal  Distribution  Amounts for such  Distribution  Date),
(3) the aggregate  Current Principal Amount of the Class I-B-2  Certificates  (after taking into account the payment of the Class I-B-2
Principal  Distribution  Amounts  for  such  Distribution  Date),  (4) the  aggregate  Current  Principal  Amount  of the  Class  I-B-3
Certificates  (after taking into account the payment of the Class I-B-3 Principal  Distribution  Amounts for such  Distribution  Date),
(5) the aggregate  Current Principal Amount of the Class I-B-4  Certificates  (after taking into account the payment of the Class I-B-4
Principal  Distribution  Amounts  for  such  Distribution  Date),  (6) the  aggregate  Current  Principal  Amount  of the  Class  I-B-5
Certificates (after taking into account the payment of the Class I-B-5 Principal  Distribution  Amounts for such Distribution Date) and
(7) the  aggregate  Stated  Principal  Balance  of the Group I  Mortgage  Loans as of the last day of the  related  Due  Period  (after
reduction for Principal  Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related  Prepayment  Period)
multiplied  by (i) prior to the  Distribution  Date in April  2013,  8.750% and (ii) on or after the  Distribution  Date in April 2013,
7.000%,  and (II) the excess of (a) the  aggregate  Stated  Principal  Balance of the Group I Mortgage  Loans as of the last day of the
related Due Period (after  reduction for Principal  Prepayments  and Realized  Losses on the Group I Mortgage Loans incurred during the
related Prepayment Period) over (b) 0.50% of the Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.

                                                                 8


         Class I-B-7 Principal  Distribution  Amount:  For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger  Event is not in effect,  an amount  equal to the  excess (if any) of (x) the  Current  Principal  Amount of the Class  I-B-7
Certificates  immediately  prior  to such  Distribution  Date  over  (y) the  lesser  of (I) the  excess  of (a) the  aggregate  Stated
Principal  Balance  of the  Group I  Mortgage  Loans as of the last day of the  related  Due  Period  (after  reduction  for  Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred  during the related  Prepayment  Period) over (b) the sum of (1)
the  aggregate  Current  Principal  Amount of the Class I-A  Certificates  (after  taking  into  account  the  payment of the Class I-A
Principal  Distribution  Amount  for  such  Distribution  Date),  (2)  the  aggregate  Current  Principal  Amount  of the  Class  I-B-1
Certificates  (after taking into account the payment of the Class I-B-1 Principal  Distribution  Amounts for such  Distribution  Date),
(3) the aggregate  Current Principal Amount of the Class I-B-2  Certificates  (after taking into account the payment of the Class I-B-2
Principal  Distribution  Amounts  for  such  Distribution  Date),  (4) the  aggregate  Current  Principal  Amount  of the  Class  I-B-3
Certificates  (after taking into account the payment of the Class I-B-3 Principal  Distribution  Amounts for such  Distribution  Date),
(5) the aggregate  Current Principal Amount of the Class I-B-4  Certificates  (after taking into account the payment of the Class I-B-4
Principal  Distribution  Amounts  for  such  Distribution  Date),  (6) the  aggregate  Current  Principal  Amount  of the  Class  I-B-5
Certificates  (after taking into account the payment of the Class I-B-5 Principal  Distribution  Amounts for such  Distribution  Date),
(7) the  aggregate  Current  Principal  Amount of the Class B-6  Certificates  (after  taking into account the payment of the Class B-6
Principal  Distribution  Amounts for such  Distribution  Date) and (8) the aggregate Stated  Principal  Balance of the Group I Mortgage
Loans as of the last day of the related Due Period  (after  reduction  for  Principal  Prepayments  and Realized  Losses on the Group I
Mortgage Loans incurred during the related  Prepayment  Period)  multiplied by (i) prior to the Distribution Date in April 2013, 6.625%
and (ii) on or after the Distribution  Date in April 2013,  5.300%,  and (II) the excess of (a) the aggregate Stated Principal  Balance
of the Group I Mortgage  Loans as of the last day of the related Due Period (after  reduction for  Principal  Prepayments  and Realized
Losses on the Group I Mortgage Loans incurred during the related  Prepayment  Period) over (b) 0.50% of the Stated Principal Balance of
the Group I Mortgage Loans as of the Cut-off Date.

         Class I-B-8 Principal  Distribution  Amount:  For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger  Event is not in effect,  an amount  equal to the  excess (if any) of (x) the  Current  Principal  Amount of the Class  I-B-8
Certificates  immediately  prior  to such  Distribution  Date  over  (y) the  lesser  of (I) the  excess  of (a) the  aggregate  Stated
Principal  Balance  of the  Group I  Mortgage  Loans as of the last day of the  related  Due  Period  (after  reduction  for  Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred  during the related  Prepayment  Period) over (b) the sum of (1)
the  aggregate  Current  Principal  Amount of the Class I-A  Certificates  (after  taking  into  account  the  payment of the Class I-A
Principal  Distribution  Amount for such Distribution Date), (2) the aggregate Current Principal Amount of the Class I-B-1 Certificates
(after  taking into  account the  payment of the Class I-B-1  Principal  Distribution  Amounts  for such  Distribution  Date),  (3) the
aggregate  Current  Principal  Amount of the Class  I-B-2  Certificates  (after  taking  into  account  the  payment of the Class I-B-2
Principal  Distribution  Amounts  for  such  Distribution  Date),  (4) the  aggregate  Current  Principal  Amount  of the  Class  I-B-3
Certificates  (after taking into account the payment of the Class I-B-3 Principal  Distribution  Amounts for such  Distribution  Date),
(5) the aggregate  Current Principal Amount of the Class I-B-4  Certificates  (after taking into account the payment of the Class I-B-4
Principal  Distribution  Amounts  for  such  Distribution  Date),  (6) the  aggregate  Current  Principal  Amount  of the  Class  I-B-5
Certificates  (after taking into account the payment of the Class I-B-5 Principal  Distribution  Amounts for such  Distribution  Date),
(7) the  aggregate  Current  Principal  Amount of the Class B-6  Certificates  (after  taking into account the payment of the Class B-6
Principal  Distribution  Amounts  for  such  Distribution  Date),  (8) the  aggregate  Current  Principal  Amount  of the  Class  I-B-7
Certificates (after taking into account the payment of the Class I-B-7 Principal  Distribution  Amounts for such Distribution Date) and
(9) the  aggregate  Stated  Principal  Balance  of the Group I  Mortgage  Loans as of the last day of the  related  Due  Period  (after
reduction for Principal  Prepayments and Realized Losses on the Group I Mortgage Loans incurred during the related  Prepayment  Period)
multiplied  by (i) prior to the  Distribution  Date in April  2013,  5.375% and (ii) on or after the  Distribution  Date in April 2013,
4.300%,  and (II) the excess of (a) the  aggregate  Stated  Principal  Balance of the Group I Mortgage  Loans as of the last day of the
related Due Period (after  reduction for Principal  Prepayments  and Realized  Losses on the Group I Mortgage Loans incurred during the
related Prepayment Period) over (b) 0.50% of the Stated Principal Balance of the Group I Mortgage Loans as of the Cut-off Date.

                                                                 9


         Class I-B-9 Principal  Distribution  Amount:  For any Distribution Date on or after the related Stepdown Date on which a Group
I Trigger  Event is not in effect,  an amount  equal to the  excess (if any) of (x) the  Current  Principal  Amount of the Class  I-B-9
Certificates  immediately  prior  to such  Distribution  Date  over  (y) the  lesser  of (I) the  excess  of (a) the  aggregate  Stated
Principal  Balance  of the  Group I  Mortgage  Loans as of the last day of the  related  Due  Period  (after  reduction  for  Principal
Prepayments and Realized Losses on the Group I Mortgage Loans incurred  during the related  Prepayment  Period) over (b) the sum of (1)
the  aggregate  Current  Principal  Amount of the Class I-A  Certificates  (after  taking  into  account  the  payment of the Class I-A
Principal  Distribution  Amount  for  such  Distribution  Date),  (2)  the  aggregate  Current  Principal  Amount  of the  Class  I-B-1
Certificates  (after taking into account the payment of the Class I-B-1 Principal  Distribution  Amounts for such  Distribution  Date),
(3) the aggregate  Current Principal Amount of the Class I-B-2  Certificates  (after taking into account the payment of the Class I-B-2
Principal  Distribution  Amounts  for  such  Distribution  Date),  (4) the  aggregate  Current  Principal  Amount  of the  Class  I-B-3
Certificates  (after taking into account the payment of the Class I-B-3 Principal  Distribution  Amounts for such  Distribution  Date),
(5) the aggregate  Current Principal Amount of the Class I-B-4  Certificates  (after taking into account the payment of the Class I-B-4
Principal  Distribution  Amounts  for  such  Distribution  Date),  (6) the  aggregate  Current  Principal  Amount  of the  Class  I-B-5
Certificates  (after taking into account the payment of the Class I-B-5 Principal  Distribution  Amounts for such  Distribution  Date),
(7) the aggregate  Current Principal Amount of the Class I-B-6  Certificates  (after taking into account the payment of the Class I-B-6
Principal  Distribution  Amounts  for  such  Distribution  Date),  (8) the  aggregate  Current  Principal  Amount  of the  Class  I-B-7
Certificates  (after taking into account the payment of the Class I-B-7 Principal  Distribution  Amounts for such  Distribution  Date),
(9) the aggregate  Current Principal Amount of the Class I-B-8  Certificates  (after taking into account the payment of the Class I-B-8
Principal  Distribution  Amounts for such  Distribution  Date) and (10) the aggregate Stated Principal  Balance of the Group I Mortgage
Loans as of the last day of the related Due Period  (after  reduction  for  Principal  Prepayments  and Realized  Losses on the Group I
Mortgage Loans incurred during the related  Prepayment  Period)  multiplied by (i) prior to the Distribution Date in April 2013, 4.125%
and (ii) on or after the Distribution  Date in April 2013,  3.300%,  and (II) the excess of (a) the aggregate Stated Principal  Balance
of the Group I Mortgage  Loans as of the last day of the related Due Period (after  reduction for  Principal  Prepayments  and Realized
Losses on the Group I Mortgage Loans incurred during the related  Prepayment  Period) over (b) 0.50% of the Stated Principal Balance of
the Group I Mortgage Loans as of the Cut-off Date.

                                                                 10


         Class  I-B-IO  Distribution  Amount:  With  respect to any  Distribution  Date,  the  Current  Interest  for the Class  I-B-IO
Certificates  for such  Distribution  Date  (from  REMIC IV to REMIC V on account of REMIC IV  Regular  Interest  I-B-IO-I);  provided,
however,  that on and after  the  Distribution  Date on which  the  aggregate  Current  Principal  Amount of the Class I-A or Class I-B
Certificates  has been reduced to zero, the Class I-B-IO  Distribution  Amount shall include the Group I  Overcollateralization  Amount
(which shall be deemed  distributable,  first, from REMIC IV to REMIC V on account of REMIC IV Regular Interest I-B-IO-I, in respect of
accrued and unpaid  interest  thereon  until such accrued and unpaid  interest  shall have been reduced to zero and,  thereafter,  from
REMIC IV to REMIC V on account of REMIC IV Regular Interest I-B-IO-P, in respect of the principal balance thereof).

         Class I-B-IO Notional Amount:  With respect to any Distribution Date and the Class I-B-IO  Certificates,  the aggregate of the
Uncertificated Principal Balances of the REMIC I Regular Interests.

         Class I-B-IO Pass-Through Rate: With respect to the Class I-B-IO  Certificates or REMIC IV Regular Interest I-B-IO-I,  and any
Distribution  Date,  a per annum rate equal to the sum of (a) the Maximum  Coupon  Strip Rate and (b) the  percentage  equivalent  of a
fraction,  the  numerator  of which is the sum of the  amounts  calculated  pursuant  to  clauses  (i)  through  (iii)  below,  and the
denominator of which is the aggregate  Uncertificated  Principal Balance of the REMIC I Regular Interests.  For purposes of calculating
the Pass-Through Rate for the Class I-B-IO Certificates, the numerator is equal to the sum of the following components:

         (i)      the  Uncertificated  Pass-Through  Rate for REMIC I Regular Interest LT1 minus the related Marker Rate,  applied to a
                  notional amount equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT1;

                                                                 11


         (ii)     the  Uncertificated  Pass-Through  Rate for REMIC I Regular Interest LT2 minus the related Marker Rate,  applied to a
                  notional amount equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT2; and

         (iii)    the  Uncertificated  Pass-Through Rate for REMIC I Regular Interest LT4 minus twice the related Marker Rate,  applied
                  to a notional amount equal to the Uncertificated Principal Balance of REMIC I Regular Interest LT4.

         Class I-X  Notional  Amount:  With respect to any  Distribution  Date and the Class I-X  Certificates,  the  aggregate  Stated
Principal Balance immediately prior to such Distribution Date of the Hard Prepayment Charge Loans.

         Class I-XP Certificates:  The Class I-XP-1 Certificates and the Class I-XP-2 Certificates.

         Class II-1A Certificates: The Class II-1A-1, Class II-1A-2 and Class II-1A-3 Certificates.

         Class II-1A Principal  Distribution  Amount:  For any Distribution Date on or after the related Stepdown Date on which a Group
II Trigger Event is not in effect, an amount equal to the product of the Class II-A Principal  Distribution Amount and a fraction,  the
numerator of which is the  Principal  Funds for Sub-Loan  Group II-1 for such  Distribution  Date and the  denominator  of which is the
Principal Funds for Loan Group II for such Distribution Date.

         Class II-2A Principal  Distribution  Amount:  For any Distribution Date on or after the related Stepdown Date on which a Group
II Trigger Event is not in effect, an amount equal to the product of the Class II-A Principal  Distribution Amount and a fraction,  the
numerator of which is the  Principal  Funds for Sub-Loan  Group II-2 for such  Distribution  Date and the  denominator  of which is the
Principal Funds for Loan Group II for such Distribution Date.

         Class II-A Certificates:  The Class II-1A Certificates and the Class II-2A-1 Certificates.

         Class II-A Principal  Distribution  Amount:  For any Distribution  Date on or after the related Stepdown Date on which a Group
II Trigger Event is not in effect,  an amount equal to the excess (if any) of (x) the aggregate  Current  Principal Amount of the Class
II-A  Certificates  immediately  prior to such  Distribution  Date over (y) the  lesser of (I) the excess of (a) the  aggregate  Stated
Principal  Balance  of the Group II  Mortgage  Loans as of the last day of the  related  Due  Period  (after  reduction  for  Principal
Prepayments and Realized Losses on the Group II Mortgage Loans incurred  during the related  Prepayment  Period) over (b) the aggregate
Stated  Principal  Balance of the Group II Mortgage  Loans as of the last day of the related Due Period (after  reduction for Principal
Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related  Prepayment  Period) multiplied by (i) prior
to the  Distribution  Date in April 2013,  24.375% and (ii) on or after the  Distribution  Date in April  2013,  19.500%,  and (II) the
excess of (a) the  aggregate  Stated  Principal  Balance of the Group II  Mortgage  Loans as of the last day of the  related Due Period
(after  reduction for Principal  Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related  Prepayment
Period) over (b) 0.50% of the Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.

         Class II-B  Certificates:  The Class  II-B-1,  Class  II-B-2,  Class  II-B-3,  Class  II-B-4,  Class  II-B-5 and Class  II-B-6
Certificates.

                                                                 12


         Class II-B-1 Principal  Distribution  Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
II Trigger  Event is not in effect,  an amount  equal to the excess (if any) of (x) the Current  Principal  Amount of the Class  II-B-1
Certificates  immediately  prior to such  Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal
Balance of the Group II Mortgage  Loans as of the last day of the related Due Period (after  reduction for  Principal  Prepayments  and
Realized  Losses on the Group II Mortgage Loans incurred  during the related  Prepayment  Period) over (b) the sum of (1) the aggregate
Current  Principal  Amount of the Class  II-A  Certificates  (after  taking  into  account  the  payment  of the Class  II-A  Principal
Distribution  Amount for such  Distribution  Date) and (2) the aggregate Stated Principal  Balance of the Group II Mortgage Loans as of
the last day of the related Due Period (after  reduction for Principal  Prepayments  and Realized Losses on the Group II Mortgage Loans
incurred during the related  Prepayment  Period)  multiplied by (i) prior to the Distribution  Date in April 2013,  16.000% and (ii) on
or after the Distribution Date in April 2013,  12.800%,  and (II) the excess of (a) the aggregate Stated Principal Balance of the Group
II Mortgage Loans as of the last day of the related Due Period (after  reduction for Principal  Prepayments  and Realized Losses on the
Group II Mortgage Loans incurred during the related  Prepayment  Period) over (b) 0.50% of the Stated Principal Balance of the Group II
Mortgage Loans as of the Cut-off Date.

         Class II-B-2 Principal  Distribution  Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
II Trigger  Event is not in effect,  an amount  equal to the excess (if any) of (x) the Current  Principal  Amount of the Class  II-B-2
Certificates  immediately  prior to such  Distribution Date over (y) the lesser of (I) the excess of (a) the aggregate Stated Principal
Balance of the Group II Mortgage  Loans as of the last day of the related Due Period (after  reduction for  Principal  Prepayments  and
Realized  Losses on the Group II Mortgage Loans incurred  during the related  Prepayment  Period) over (b) the sum of (1) the aggregate
Current  Principal  Amount of the Class  II-A  Certificates  (after  taking  into  account  the  payment  of the Class  II-A  Principal
Distribution  Amount for such Distribution  Date), (2) the aggregate Current Principal Amount of the Class II-B-1  Certificates  (after
taking into account the payment of the Class II-B-1 Principal  Distribution  Amounts for such Distribution  Date) and (3) the aggregate
Stated  Principal  Balance of the Group II Mortgage  Loans as of the last day of the related Due Period (after  reduction for Principal
Prepayments  and Realized  Losses on the Group II Mortgage  Loans  incurred  during the related  Prepayment  Period)  multiplied by (i)
prior to the Distribution Date in April 2013,  11.125% and (ii) on or after the Distribution Date in April 2013,  8.900%,  and (II) the
excess of (a) the  aggregate  Stated  Principal  Balance of the Group II  Mortgage  Loans as of the last day of the  related Due Period
(after  reduction for Principal  Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related  Prepayment
Period) over (b) 0.50% of the Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.

         Class II-B-3 Principal  Distribution  Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
II Trigger  Event is not in effect,  an amount  equal to the excess (if any) of (x) the Current  Principal  Amount of the Class  II-B-3
Certificates  immediately  prior  to such  Distribution  Date  over  (y) the  lesser  of (I) the  excess  of (a) the  aggregate  Stated
Principal  Balance  of the Group II  Mortgage  Loans as of the last day of the  related  Due  Period  (after  reduction  for  Principal
Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related  Prepayment  Period) over (b) the sum of (1)
the  aggregate  Current  Principal  Amount of the Class II-A  Certificates  (after  taking  into  account the payment of the Class II-A
Principal  Distribution  Amount  for  such  Distribution  Date),  (2) the  aggregate  Current  Principal  Amount  of the  Class  II-B-1
Certificates  (after taking into account the payment of the Class II-B-1 Principal  Distribution  Amounts for such Distribution  Date),
(3) the  aggregate  Current  Principal  Amount of the Class  II-B-2  Certificates  (after  taking into account the payment of the Class
II-B-2 Principal  Distribution  Amounts for such  Distribution  Date) and (4) the aggregate  Stated  Principal  Balance of the Group II
Mortgage  Loans as of the last day of the related Due Period  (after  reduction for Principal  Prepayments  and Realized  Losses on the
Group II Mortgage  Loans incurred  during the related  Prepayment  Period)  multiplied by (i) prior to the  Distribution  Date in April
2013,  9.875%  and (ii) on or after the  Distribution  Date in April  2013,  7.900%,  and (II) the excess of (a) the  aggregate  Stated
Principal  Balance  of the Group II  Mortgage  Loans as of the last day of the  related  Due  Period  (after  reduction  for  Principal
Prepayments  and Realized Losses on the Group II Mortgage Loans incurred  during the related  Prepayment  Period) over (b) 0.50% of the
Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.

                                                                 13


         Class II-B-4 Principal  Distribution  Amount: For any Distribution Date on or after the related Stepdown Date on which a Group
II Trigger  Event is not in effect,  an amount  equal to the excess (if any) of (x) the Current  Principal  Amount of the Class  II-B-4
Certificates  immediately  prior  to such  Distribution  Date  over  (y) the  lesser  of (I) the  excess  of (a) the  aggregate  Stated
Principal  Balance  of the Group II  Mortgage  Loans as of the last day of the  related  Due  Period  (after  reduction  for  Principal
Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related  Prepayment  Period) over (b) the sum of (1)
the  aggregate  Current  Principal  Amount of the Class II-A  Certificates  (after  taking  into  account the payment of the Class II-A
Principal  Distribution  Amount  for  such  Distribution  Date),  (2) the  aggregate  Current  Principal  Amount  of the  Class  II-B-1
Certificates  (after taking into account the payment of the Class II-B-1 Principal  Distribution  Amounts for such Distribution  Date),
(3) the  aggregate  Current  Principal  Amount of the Class  II-B-2  Certificates  (after  taking into account the payment of the Class
II-B-2 Principal  Distribution  Amounts for such  Distribution  Date), (4) the aggregate  Current  Principal Amount of the Class II-B-3
Certificates  (after taking into account the payment of the Class II-B-3 Principal  Distribution  Amounts for such  Distribution  Date)
and (5) the  aggregate  Stated  Principal  Balance of the Group II Mortgage  Loans as of the last day of the related Due Period  (after
reduction  for  Principal  Prepayments  and  Realized  Losses on the Group II Mortgage  Loans  incurred  during the related  Prepayment
Period)  multiplied by (i) prior to the Distribution  Date in April 2013,  8.375% and (ii) on or after the  Distribution  Date in April
2013,  6.700%,  and (II) the excess of (a) the aggregate Stated Principal  Balance of the Group II Mortgage Loans as of the last day of
the related Due Period (after  reduction for Principal  Prepayments  and Realized Losses on the Group II Mortgage Loans incurred during
the related Prepayment Period) over (b) 0.50% of the Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.

         Class II-B-5  Principal  Distribution  Amount:  For any  Distribution  Date on or after the related  Stepdown  Date on which a
Group II Trigger  Event is not in effect,  an amount  equal to the excess  (if any) of (x) the  Current  Principal  Amount of the Class
II-B-5  Certificates  immediately  prior to such  Distribution  Date over (y) the lesser of (I) the excess of (a) the aggregate  Stated
Principal  Balance  of the Group II  Mortgage  Loans as of the last day of the  related  Due  Period  (after  reduction  for  Principal
Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related  Prepayment  Period) over (b) the sum of (1)
the  aggregate  Current  Principal  Amount of the Class II-A  Certificates  (after  taking  into  account the payment of the Class II-A
Principal  Distribution  Amount  for  such  Distribution  Date),  (2) the  aggregate  Current  Principal  Amount  of the  Class  II-B-1
Certificates  (after taking into account the payment of the Class II-B-1 Principal  Distribution  Amounts for such Distribution  Date),
(3) the  aggregate  Current  Principal  Amount of the Class  II-B-2  Certificates  (after  taking into account the payment of the Class
II-B-2 Principal  Distribution  Amounts for such  Distribution  Date), (4) the aggregate  Current  Principal Amount of the Class II-B-3
Certificates  (after taking into account the payment of the Class II-B-3 Principal  Distribution  Amounts for such Distribution  Date),
(5) the  aggregate  Current  Principal  Amount of the Class  II-B-4  Certificates  (after  taking into account the payment of the Class
II-B-4 Principal  Distribution  Amounts for such  Distribution  Date) and (6) the aggregate  Stated  Principal  Balance of the Group II
Mortgage  Loans as of the last day of the related Due Period  (after  reduction for Principal  Prepayments  and Realized  Losses on the
Group II Mortgage  Loans incurred  during the related  Prepayment  Period)  multiplied by (i) prior to the  Distribution  Date in April
2013,  7.000%  and (ii) on or after the  Distribution  Date in April  2013,  5.600%,  and (II) the excess of (a) the  aggregate  Stated
Principal  Balance  of the Group II  Mortgage  Loans as of the last day of the  related  Due  Period  (after  reduction  for  Principal
Prepayments  and Realized Losses on the Group II Mortgage Loans incurred  during the related  Prepayment  Period) over (b) 0.50% of the
Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.

                                                                 14


         Class II-B-6  Principal  Distribution  Amount:  For any  Distribution  Date on or after the related  Stepdown  Date on which a
Group II Trigger  Event is not in effect,  an amount  equal to the excess  (if any) of (x) the  Current  Principal  Amount of the Class
II-B-6  Certificates  immediately  prior to such  Distribution  Date over (y) the lesser of (I) the excess of (a) the aggregate  Stated
Principal  Balance  of the Group II  Mortgage  Loans as of the last day of the  related  Due  Period  (after  reduction  for  Principal
Prepayments and Realized Losses on the Group II Mortgage Loans incurred during the related  Prepayment  Period) over (b) the sum of (1)
the  aggregate  Current  Principal  Amount of the Class II-A  Certificates  (after  taking  into  account the payment of the Class II-A
Principal  Distribution  Amount  for  such  Distribution  Date),  (2) the  aggregate  Current  Principal  Amount  of the  Class  II-B-1
Certificates  (after taking into account the payment of the Class II-B-1 Principal  Distribution  Amounts for such Distribution  Date),
(3) the  aggregate  Current  Principal  Amount of the Class  II-B-2  Certificates  (after  taking into account the payment of the Class
II-B-2 Principal  Distribution  Amounts for such  Distribution  Date), (4) the aggregate  Current  Principal Amount of the Class II-B-3
Certificates  (after taking into account the payment of the Class II-B-3 Principal  Distribution  Amounts for such Distribution  Date),
(5) the  aggregate  Current  Principal  Amount of the Class  II-B-4  Certificates  (after  taking into account the payment of the Class
II-B-4 Principal  Distribution  Amounts for such  Distribution  Date), (6) the aggregate  Current  Principal Amount of the Class II-B-5
Certificates  (after taking into account the payment of the Class II-B-5 Principal  Distribution  Amounts for such  Distribution  Date)
and (7) the  aggregate  Stated  Principal  Balance of the Group II Mortgage  Loans as of the last day of the related Due Period  (after
reduction  for  Principal  Prepayments  and  Realized  Losses on the Group II Mortgage  Loans  incurred  during the related  Prepayment
Period)  multiplied by (i) prior to the Distribution  Date in April 2013,  2.250% and (ii) on or after the  Distribution  Date in April
2013,  1.800%,  and (II) the excess of (a) the aggregate Stated Principal  Balance of the Group II Mortgage Loans as of the last day of
the related Due Period (after  reduction for Principal  Prepayments  and Realized Losses on the Group II Mortgage Loans incurred during
the related Prepayment Period) over (b) 0.50% of the Stated Principal Balance of the Group II Mortgage Loans as of the Cut-off Date.

                                                                 15


         Class II-B-IO Advances:  As defined in Section 6.01(c).

         Class  II-B-IO  Distribution  Amount:  With respect to any  Distribution  Date,  the Current  Interest  for the Class  II-B-IO
Certificates for such  Distribution Date (which shall be deemed  distributable  from REMIC IV to REMIC V on account of REMIC IV Regular
Interest  II-B-IO-I);  provided,  however,  that on and after the Distribution  Date on which the aggregate Current Principal Amount of
the Class II-A or Class II-B  Certificates has been reduced to zero, the Class II-B-IO  Distribution  Amount shall include the Group II
Overcollateralization  Amount  (which  shall be deemed  distributable,  first,  from REMIC IV to REMIC V on account of REMIC IV Regular
Interest  II-B-IO-I,  in respect of accrued and unpaid interest  thereon until such accrued and unpaid interest shall have been reduced
to zero and,  thereafter,  from  REMIC IV to REMIC V on account of REMIC IV Regular  Interest  II-B-IO-P,  in respect of the  principal
balance thereof).

         Class II-B-IO Notional  Amount:  With respect to any Distribution  Date and the Class II-B-IO  Certificates,  the aggregate of
the Uncertificated Principal Balances of the REMIC III Regular Interests.

         Class II-B-IO  Pass-Through Rate: With respect to the Class II-B-IO  Certificates or REMIC IV Regular Interest II-B-IO-I,  and
any  Distribution  Date, a per annum rate equal to the  percentage  equivalent of a fraction,  the numerator of which is the sum of the
amounts  calculated  pursuant to clauses  (i) through  (viii)  below,  and the  denominator  of which is the  aggregate  Uncertificated
Principal  Balance of the REMIC III Regular  Interests.  For  purposes  of  calculating  the  Pass-Through  Rate for the Class  II-B-IO
Certificates or REMIC IV Regular Interest II-B-IO-I, the numerator is equal to the sum of the following components:

         (i)      the  Uncertificated  Pass-Through Rate for REMIC III Regular Interest LT5 minus the related Marker Rate, applied to a
                  notional amount equal to the Uncertificated Principal Balance of REMIC III Regular Interest LT5;

         (ii)     the  Uncertificated  Pass-Through Rate for REMIC III Regular Interest LT6 minus the related Marker Rate, applied to a
                  notional amount equal to the Uncertificated Principal Balance of REMIC III Regular Interest LT6;

         (iii)    the Uncertificated  Pass-Through Rate for REMIC III Regular Interest LT8 minus twice the related Marker Rate, applied
                  to a notional amount equal to the Uncertificated Principal Balance of REMIC III Regular Interest LT8;

         (iv)     the  Uncertificated  Pass-Through Rate for REMIC III Regular Interest LT9 minus the related Marker Rate, applied to a
                  notional amount equal to the Uncertificated Principal Balance of REMIC III Regular Interest LT9;

         (v)      the Uncertificated  Pass-Through Rate for REMIC III Regular Interest LT10 minus the related Marker Rate, applied to a
                  notional amount equal to the Uncertificated Principal Balance of REMIC III Regular Interest LT10;

                                                                 16


         (vi)     the  Uncertificated  Pass-Through  Rate for  REMIC III  Regular  Interest  LT12 minus twice the related  Marker Rate,
                  applied to a notional amount equal to the Uncertificated Principal Balance of REMIC III Regular Interest LT12;

         (vii)    the  Uncertificated  Pass-Through Rate for REMIC III Regular Interest LT-Y1 minus the related Marker Rate, applied to
                  a notional amount equal to the Uncertificated Principal Balance of REMIC III Regular Interest LT-Y1; and

         (viii)   the  Uncertificated  Pass-Through Rate for REMIC III Regular Interest LT-Y2 minus the related Marker Rate, applied to
                  a notional amount equal to the Uncertificated Principal Balance of REMIC III Regular Interest LT-Y2.

         Class A Certificates: The  Class I-A Certificates and the Class II-A Certificates.

         Class B Certificates:  The Class I-B Certificates and the Class II-B Certificates.

         Class B-IO Certificates:  The Class I-B-IO Certificates and the Class II-B-IO Certificates.

         Class R  Certificates:  The Class R  Certificates  substantially  in the form  annexed  hereto as Exhibit  A-7 and  evidencing
ownership  of  interests  designated  as "residual  interests"  in REMIC I,  REMIC II, REMIC III and REMIC IV for purposes of the REMIC
Provisions.  Component I of the Class R Certificates  is designated as the sole class of "residual  interest" in REMIC I,  Component II
of the  Class R  Certificates  is  designated  as the sole  class of  "residual  interest"  in REMIC II,  Component III  of the Class R
Certificates  is designated  as the sole class of "residual  interest" in REMIC III and  Component IV  of the Class R  Certificates  is
designated as the sole class of "residual interest" in REMIC IV.

         Class R-X  Certificates:  The Class R-X  Certificates  substantially  in the form annexed hereto as Exhibit A-8 and evidencing
ownership of the "residual interest" in REMIC V for purposes of the REMIC Provisions.

         Class X Certificates:  The Class I-X Certificates.

         Class XP Certificates:  The Class I-XP Certificates and the Class II-XP Certificates.

         Class XP Reserve Account: The account established and maintained by the Trustee pursuant to Section 4.09.

         Closing Date:  March 30, 2007.

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

         Commission or SEC:  The U.S. Securities and Exchange Commission.

         Compensating Interest Payment: As defined in Section 6.06.

         Corporate Trust Office:  The designated office of the Trustee,  where at any particular time its corporate trust business with
respect to this Agreement shall be  administered.  For the purpose of registration  and transfer and exchange only, the Corporate Trust
Office of the Trustee shall be located at Sixth Street and Marquette Avenue, Minneapolis,  Minnesota 55479, Attention:  Corporate Trust
Group,  Bear Stearns  Mortgage  Funding Trust 2007-AR3.  The Corporate Trust Office of the Trustee at the date of the execution of this
Agreement for all other purposes is located at 9062 Old Annapolis Road,  Columbia,  Maryland 21045,  Attention:  Corporate Trust Group,
Bear Stearns Mortgage Funding Trust 2007-AR3.

                                                                 17


         Corridor Contracts:  With respect to the Group II Offered Certificates and Class II-B-6 Certificates,  the respective interest
rate corridor  contracts,  dated as of the Closing Date, between the Trustee,  on behalf of the Trust for the benefit of the Holders of
the related  Certificates,  and the Corridor  Counterparty,  together with any scheduling,  confirmations or other  agreements  related
thereto, a form of which is attached hereto as Exhibit N.

         Corridor Contract Payment Amount:  With respect to any Distribution Date and any Corridor Contract,  any amounts received from
such Corridor Contract on such Distribution Date.

         Corridor Counterparty:  Bear Stearns Financial Products Inc.

         Coupon  Strip:  With  respect to Loan Group I, shall be an amount  equal to the lesser of (a) the  product of (i) 1.00%,  (ii)
the aggregate  Stated  Principal  Balance of the Group I Mortgage Loans with original terms to maturity in excess of 30 years as of the
Due Date  occurring in the month prior to such  Distribution  Date and (iii)  one-twelfth  and (b) the excess of (i) the Final Maturity
Reserve Account Target for such  Distribution  Date over (ii) the amount on deposit in the Final Maturity  Reserve Account  immediately
prior to such Distribution Date.

         Coupon  Strip  Rate:  With  respect to Loan  Group I, shall  equal the Coupon  Strip,  if any,  payable to the Final  Maturity
Reserve  Account on any  Distribution  Date,  expressed as a per annum rate calculated on the basis of the aggregate  Stated  Principal
Balance of the Group I Mortgage Loans as of such Distribution Date.

         Credit  Enhancement  Percentage:  For any Distribution  Date is the percentage  obtained by dividing (x) the aggregate Current
Principal  Amount of the  Subordinate  Certificates  in the related Loan Group  (including  the related  Overcollateralization  Amount)
thereto by (y) the aggregate  Principal  Balance of the Mortgage Loans in the related Loan Group,  calculated after taking into account
distributions of principal on the related Mortgage Loans and distribution of the Principal  Distribution  Amounts to the holders of the
related Certificates then entitled to distributions of principal on such Distribution Date.

         Cumulative  Loss Test  Violation:  The Group I Cumulative  Loss Test Violation or the Group II Cumulative Loss Test Violation,
as applicable.

         Current  Interest:  As of any Distribution  Date, with respect to each Class of Class A Certificates and Class B Certificates,
(i) the  interest  accrued on the  Current  Principal  Amount or Notional  Amount  during the related  Interest  Accrual  Period at the
applicable  Pass-Through  Rate plus any amount  previously  distributed  with  respect to interest for such  Certificate  that has been
recovered as a voidable  preference by a trustee in bankruptcy  minus with respect to the Class A Certificates or Class B Certificates,
(ii) the sum of (a) any Prepayment  Interest Shortfall for such Distribution  Date, to the extent not covered by Compensating  Interest
Payments and (b) any shortfalls  resulting from the  application  of the Relief Act during the related Due Period;  provided,  however,
that for purposes of calculating  Current Interest for any such Class,  amounts specified in clauses (ii)(a) and (ii)(b) hereof for any
such Distribution  Date shall be allocated first to the related Class B-IO  Certificates and the Residual  Certificates in reduction of
amounts  otherwise  distributable to such  Certificates on such  Distribution Date and then any excess shall be allocated to each other
Class of Certificates  in the related Loan Group pro rata based on the respective  amounts of interest  accrued  pursuant to clause (i)
hereof for each such Class on such  Distribution  Date,  (c) any Net Deferred  Interest  allocated to such Class,  and (d) the interest
portion of any Realized Losses on the related Mortgage Loans allocated to such Class in the manner as described herein.

                                                                 18


         Current  Principal  Amount:  As of any  Distribution  Date,  with  respect to each Class of Class A  Certificates  and Class B
Certificates,  the initial principal amount of such Certificate plus the amount of any Net Deferred  Interest  allocated thereto on the
related Distribution Date and all previous  Distribution Dates plus any Subsequent  Recoveries added to the Current Principal Amount of
such  Certificates  pursuant to Section  6.02(h),  and reduced by (i) all amounts  distributed on previous  Distribution  Dates on such
Certificate  with respect to principal  and (ii) any  Applied  Realized Loss Amounts  allocated to such Class on previous  Distribution
Dates.  With respect to each Class of Class A Certificates  and Class B Certificates,  the Current  Principal Amount thereof will equal
the sum of the Current  Principal  Amounts of all  Certificates in such Class.  The initial Current  Principal Amount for each Class of
Certificates is set forth in Section 5.01(c)(iv).

         Curtailment:  Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment in full.

         Custodial  Account:  The trust account or accounts  created and  maintained by the Servicer  pursuant to  Section 4.01,  which
shall be denominated  "Wells Fargo Bank,  National  Association,  as Trustee f/b/o holders of Structured Asset Mortgage  Investments II
Inc., Bear Stearns Mortgage Funding Trust 2007-AR3,  Mortgage  Pass-Through  Certificates,  Series  2007-AR3,  Custodial  Account." The
Custodial Account shall be an Eligible Account.

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

         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:  $1,326,893,105.76.

         Deferred  Interest:  The amount of accrued  interest on the Mortgage Loans,  the payment of which is deferred and added to the
Outstanding Principal Balance of a Mortgage Loan due to negative amortization on such Mortgage Loan.

         Deficient  Valuation:  A Bankruptcy  Loss that results if a court,  in connection  with a personal  bankruptcy of a Mortgagor,
establishes  the value of a Mortgaged  Property at an amount less than the unpaid  principal  balance of the  Mortgage  Loan secured by
such Mortgaged Property.

                                                                 19

Delinquency Recognition Policies: The generally accepted industry standard that defines the proper means of reporting
delinquency status when a loan is determined to be delinquent if the payment is not received by the end of the day immediately
preceding the loan's next due date.

Delinquency Test Violation: A Group I Delinquency Test Violation or a Group II Delinquency Test Violation, as applicable.

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

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

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

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

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: The 15th day (or if such 15th day is not a Business Day, the Business Day immediately preceding such
15th day) of the month of the Distribution Date.


         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  2007-AR3  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 by the Trustee  pursuant to  Section 4.03,  which
shall be denominated  "Wells Fargo Bank,  National  Association,  as Trustee f/b/o holders of Structured Asset Mortgage  Investments II
Inc., Bear Stearns Mortgage Funding Trust 2007-AR3,  Mortgage Pass-Through  Certificates,  Series 2007-AR3 - Distribution Account." The
Distribution Account shall be an Eligible Account.

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

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

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

         DTC Custodian:  Wells Fargo 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.

         Due Period:  With respect to any  Distribution  Date and each Mortgage  Loan,  the period  commencing on the second day of the
month  preceding the calendar 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.

                                                                 21


         Eligible Account:  Any of (i) a segregated  account  maintained with a federal or state chartered  depository  institution (A)
the  short-term  obligations  of which are rated A-1 or better by  Standard  & Poor's  and P-1 by  Moody's  at the time of any  deposit
therein or (B) insured by the FDIC (to the limits  established  by such  Corporation),  the  uninsured  deposits  in which  account 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 (i)) delivered to the Trustee prior to the establishment of such account,  the  Certificateholders  will have a
claim with respect to the funds in such account and 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 general  creditors of the depository  institution with which such account is maintained,  (ii) a segregated trust account
or accounts  maintained  with a federal or state  chartered  depository  institution  or trust  company with trust powers acting in its
fiduciary  capacity or (iii) a  segregated  account or accounts of a  depository  institution  acceptable  to the Rating  Agencies  (as
evidenced in writing by the Rating  Agencies that use of any such account as the  Distribution  Account will not have an adverse effect
on the then-current  ratings assigned to the Classes of Certificates  then rated by the Rating  Agencies).  Eligible  Accounts may bear
interest.

         EMC: EMC Mortgage Corporation, and any successor thereto.

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

         Event of Default: As defined in Section 8.01.

         Excess  Cashflow:  With respect to any  Distribution  Date and each Loan Group, the sum of (i) the Remaining Excess Spread for
such Loan  Group  and such  Distribution  Date and (ii) the  Overcollateralization  Release  Amount  for such  Loan  Group and for such
Distribution Date.

         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.

         Excess  Overcollateralization:  With  respect  to any  Distribution  Date and each Loan  Group,  the  excess,  if any,  of the
Overcollateralization Amount for such Loan Group over the Overcollateralization Target Amount for such Loan Group.

         Excess Spread:  With respect to any Distribution  Date and each Loan Group, the excess,  if any, of the related Interest Funds
for such  Distribution  Date over the sum (i) with respect to Loan Group I only,  the Coupon  Strip,  if  applicable,  (ii) the Current
Interest on the related Offered  Certificates  and, if applicable,  the Class II-B-6  Certificates and (iii) any Interest Carry Forward
Amounts on the related Senior Certificates on such Distribution Date.

                                                                 22

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

Exchange Act Reports: Any reports required to be filed pursuant to Sections 3.17 and 3.18.

Extra Principal Distribution Amount: With respect to any Distribution Date and each Loan Group, the lesser of (i) the
excess, if any, of the Overcollateralization Target Amount for such Loan Group and such Distribution Date over the
Overcollateralization Amount for such Loan Group and such Distribution Date and (ii) the Excess Spread for such Loan Group and such
Distribution Date.

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

Fannie Mae Guide: The Fannie Mae Selling Guide and the Fannie Mae Servicing Guide and all amendments or additions thereto.

FDIC: Federal Deposit Insurance Corporation and any successor thereto.

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

Final Maturity Reserve Account: The separate account established and maintained by the Trustee pursuant to Section 4.10.
Amounts on deposit in the Final Maturity Reserve Account will not be an asset of any 2007-AR3 REMIC.

Final Maturity Reserve Account Target: For any Distribution Date beginning with the Distribution Date in April 2017, the
lesser of (a) the product of (i) the aggregate principal balance of the Group I Mortgage Loans with original terms to maturity in
excess of 30 years as of the Due Date occurring in the month prior to such Distribution Date and (ii) the fraction, the numerator of
which is 1.00 and the denominator of which is 0.85, and (b) $15,832,991.

Fiscal Quarter: December 1 through the last day of February, March 1 through May 31, June 1 through August 31, or September
1 through November 30, as applicable.

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

Fractional Undivided Interest: With respect to any Class of Certificates (other than the Class XP Certificates), the
fractional undivided interest evidenced by any Certificate of such Class the numerator of which is the Current Principal Amount of
such Certificate and the denominator of which is the Current Principal Amount of such Class. With respect to the Class XP
Certificates, the percentage interest stated thereon. With respect to the Certificates in the aggregate, the fractional undivided
interest evidenced by (i) the Residual Certificates will be deemed to equal 1.0% and (ii) a Certificate of any other Class will be
deemed to equal 99.0% 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 of such Class.


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

         Freddie Mac Guide:  The  Freddie  Mac Selling  Guide and the Freddie  Mac  Servicing  Guide and all  amendments  or  additions
thereto.

         Global Certificate:  Any Private  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).

         Gross Margin:  As to each Mortgage  Loan,  the fixed  percentage  set forth in the related  Mortgage Note and indicated on the
Mortgage  Loan Schedule  which  percentage is added to the related  Index on each  Interest  Adjustment  Date to determine  (subject to
rounding,  the minimum and  maximum  Mortgage  Interest  Rate and the  Periodic  Rate Cap) the  Mortgage  Interest  Rate until the next
Interest Adjustment Date.

         Group I Certificates:  The Class I-A, Class I-X and Class I-B Certificates.

         Group I Cumulative Loss Test Violation:  If on any  Distribution  Date if the aggregate amount of Realized Losses on the Group
I Mortgage  Loans  incurred  since the Cut-off  Date through the last day of the related  Prepayment  Period  divided by the  aggregate
Principal  Balance of the Group I Mortgage  Loans as of the  Cut-off  Date  exceeds  the  applicable  percentages  set forth below with
respect to such Distribution Date:

                             Distribution Date Occurring in                       Percentage
                             _______________________________________________________________
                             April 2010 through March 2011                        0.50%
                             April 2011 through March 2012                        0.90%
                             April 2012 through March 2013                        1.30%
                             April 2013 through March 2014                        1.80%
                             April 2014 and thereafter                            2.00%

         Group I Delinquency  Test  Violation:  If on any  Distribution  Date,  the  percentage  obtained by dividing (x) the aggregate
Outstanding  Principal  Balance of Group I Mortgage  Loans that are 60 days or more  Delinquent or are in bankruptcy or  foreclosure or
are REO Properties by (y) the aggregate  Outstanding  Principal Balance of the Group I Mortgage Loans, in each case, as of the last day
of the previous calendar month,  exceeds (i) prior to the Distribution Date in April 2013, 25.00% of the Credit Enhancement  Percentage
and (ii) on or after the Distribution Date in April 2013, 31.25%.

         Group I Mortgage Loans:  The Mortgage Loans identified as such on the Mortgage Loan Schedule.

                                                                 24


         Group I Offered  Certificates:  The Class I-X, Class I-A-1,  Class I-A-2, Class I-A-3,  Class I-X,  Class I-B-1,  Class I-B-2,
Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates.

         Group I  Overcollateralization  Amount:  With  respect to any  Distribution  Date,  the excess,  if any, of (i) the  aggregate
principal  balance  of the Group I Mortgage  Loans as of the last day of the  related  Due Period  (after  giving  effect to  scheduled
payments of principal due during the related Due Period, to the extent received or advanced,  and unscheduled  collections of principal
received during the related  Prepayment  Period,  and after reduction for Realized Losses on the Group I Mortgage Loans incurred during
the related  Prepayment  Period) over (ii) the  aggregate  Current  Principal  Amount of the Class I-A  Certificates  and the Class I-B
Certificates,  taking  into  account the  distributions  of  principal,  less the related  Net  Deferred  Interest,  to be made on such
Distribution Date.

         Group I  Overcollateralization  Release Amount:  With respect to Loan Group I and any Distribution  Date for which the related
Excess  Overcollateralization  Amount  is,  or  would  be,  after  taking  into  account  all  other  distributions  to be made on that
Distribution  Date,  greater than zero, an amount equal to the lesser of (i) the related Excess  Overcollateralization  Amount for such
Distribution Date and (ii) related Principal Funds for that Distribution Date.

         Group I  Overcollateralization  Target  Amount:  With  respect to Loan Group I and any  Distribution  Date,  (i) prior  to the
Stepdown  Date,  an amount equal to 1.650% of the  aggregate  principal  balance of the Group I Mortgage  Loans as of the Cut-off Date,
(ii) on or after the  related  Stepdown  Date  provided a Group I Trigger  Event is not in effect,  the greater of (x) (1) prior to the
Distribution Date in April 2013, 4.125% of the then current  aggregate  outstanding  Principal Balance of the Group I Mortgage Loans as
of the last day of the related Due Period (after  giving  effect to scheduled  payments of principal due during the related Due Period,
to the extent received or advanced,  and unscheduled  collections of principal received during the related Prepayment Period, and after
reduction for Realized  Losses on the Group I Mortgage Loans  incurred  during the related  Prepayment  Period) and (2) on or after the
Distribution Date in April 2013, 3.300% of the then current  aggregate  Outstanding  Principal Balance of the Group I Mortgage Loans as
of the last day of the related Due Period (after  giving  effect to scheduled  payments of principal due during the related Due Period,
to the extent received or advanced,  and unscheduled  collections of principal received during the related Prepayment Period, and after
reduction  for  Realized  Losses on the Group I Mortgage  Loans  incurred  during the related  Prepayment  Period) and (y) 0.50% of the
aggregate  principal  balance of the Group I Mortgage  Loans as of the Cut-Off  Date  ($1,951,159.37)  or (iii) on or after the related
Stepdown  Date and if a Group I Trigger  Event is in  effect,  the Group I  Overcollateralization  Target  Amount  for the  immediately
preceding Distribution Date.

         Group I Principal  Distribution  Amount:  With respect to each  Distribution  Date, an amount equal to (i) the Principal Funds
for Loan Group I for such  Distribution  Date plus (ii) any Extra Principal  Distribution  Amount with respect to Loan Group I for such
Distribution Date minus (iii) any Group I Overcollateralization Release Amount for such Distribution Date.

         Group I Trigger  Event:  The  occurrence  of either a Group I  Delinquency  Test  Violation or a Group I Cumulative  Loss Test
Violation.

                                                                 25


         Group II Certificates:  The Class II-A Certificates and the Class II-B Certificates.

         Group II Cumulative Loss Test Violation:  If on any  Distribution  Date, the aggregate  amount of Realized Losses on the Group
II Mortgage  Loans  incurred  since the Cut-off Date through the last day of the related  Prepayment  Period  divided by the  aggregate
Principal  Balance of the Group II  Mortgage  Loans as of the Cut-off  Date  exceeds the  applicable  percentages  set forth below with
respect to such Distribution Date:

                              Distribution Date Occurring in                       Percentage
                              _______________________________________________________________
                              April 2010 through March 2011                        0.35%
                              April 2011 through March 2012                        0.65%
                              April 2012 through March 2013                        0.90%
                              April 2013 through March 2014                        1.25%
                              April 2014 and thereafter                            1.35%

         Group II Delinquency  Test  Violation:  If on any  Distribution  Date,  the percentage  obtained by dividing (x) the aggregate
Outstanding  Principal  Balance of Group II Mortgage  Loans that are 60 days or more  Delinquent or are in bankruptcy or foreclosure or
are REO Properties by (y) the aggregate  Outstanding  Principal  Balance of the Group II Mortgage  Loans,  in each case, as of the last
day of the  previous  calendar  month,  exceeds  (i) prior to the  Distribution  Date in April 2013,  27.00% of the Credit  Enhancement
Percentage and (ii) on or after the Distribution Date in April 2013, 33.75%.

         Group II Mortgage Loans:  The Mortgage Loans identified as such on the Mortgage Loan Schedule.

         Group II Offered  Certificates:  The Class II-A,  Class  II-B-1,  Class II-B-2,  Class  II-B-3,  Class II-B-4 and Class II-B-5
Certificates.

         Group II  Overcollateralization  Amount:  With respect to any  Distribution  Date,  the excess,  if any, of (i) the  aggregate
principal  balance of the Group II Mortgage  Loans as of the last day of the  related  Due Period  (after  giving  effect to  scheduled
payments of principal due during the related Due Period, to the extent received or advanced,  and unscheduled  collections of principal
received during the related  Prepayment  Period, and after reduction for Realized Losses on the Group II Mortgage Loans incurred during
the related  Prepayment  Period) over (ii) the aggregate  Current  Principal  Amount of the Class II-A  Certificates and the Class II-B
Certificates,  after taking into account the  distributions of principal,  less the related Net Deferred  Interest,  to be made on such
Distribution Date.

         Group II  Overcollateralization  Release Amount: With respect to Loan Group II and any Distribution Date for which the related
Excess  Overcollateralization  Amount  is,  or  would  be,  after  taking  into  account  all  other  distributions  to be made on that
Distribution  Date,  greater than zero, an amount equal to the lesser of (i) the related Excess  Overcollateralization  Amount for that
Distribution Date and (ii) related Principal Funds for that Distribution Date.

                                                                 26


         Group II  Overcollateralization  Target Amount: With respect to any Distribution Date, (i) prior to the related Stepdown Date,
an amount equal to 0.900% of the aggregate  principal  balance of the Group II Mortgage Loans as of the Cut-off Date,  (ii) on or after
the related  Stepdown Date provided a Group II Trigger Event is not in effect,  the greater of (x) (1) prior to the  Distribution  Date
in April 2013,  2.250% of the then current  aggregate  outstanding  Principal Balance of the Group II Mortgage Loans as of the last day
of the related Due Period  (after giving  effect to scheduled  payments of principal  due during the related Due Period,  to the extent
received or advanced,  and unscheduled  collections of principal received during the related Prepayment Period, and after reduction for
Realized  Losses on the Group II Mortgage Loans incurred  during the related  Prepayment  Period) and (2) on or after the  Distribution
Date in April 2013,  1.800% of the then current aggregate  Outstanding  Principal Balance of the Group II Mortgage Loans as of the last
day of the related Due Period  (after  giving  effect to  scheduled  payments of  principal  due during the related Due Period,  to the
extent  received or advanced,  and  unscheduled  collections of principal  received  during the related  Prepayment  Period,  and after
reduction  for Realized  Losses on the Group II Mortgage  Loans  incurred  during the related  Prepayment  Period) and (y) 0.50% of the
aggregate  principal  balance of the Group II Mortgage  Loans as of the Cut-Off Date  ($4,683,306.16)  or (iii) on or after the related
Stepdown Date and if a Trigger Event is in effect,  the Group II  Overcollateralization  Target  Amount for the  immediately  preceding
Distribution Date.

         Group II Principal  Distribution  Amount:  The Sub-Group II-1 Principal  Distribution  Amount and the Sub-Group II-2 Principal
Distribution Amount, collectively.

         Group II  Significance  Estimate:  With respect to any  Distribution  Date, and in accordance with Item 1115 of Regulation AB,
shall be an amount determined based on the reasonable  good-faith  estimate by the Depositor of the aggregate maximum probable exposure
of the outstanding Group II Certificates to the related Corridor Contract.

         Group II Significance  Percentage:  With respect to any Distribution  Date, and in accordance with Item 1115 of Regulation AB,
shall be an percentage equal to the Group II Significance Estimate divided by the aggregate  outstanding  Certificate Principal Balance
of the Group II Certificates, prior to the distribution of the related Principal Distribution Amount on such Distribution Date.

         Group II Trigger  Event:  The occurrence of either a Group II  Delinquency  Test Violation or a Group II Cumulative  Loss Test
Violation.

         Hard  Prepayment  Charge  Loan:  Any  Group I  Mortgage  Loan  with a  three-year  prepayment  charge  term for which a "hard"
Prepayment Charge may be assessed, as indicated on the Mortgage Loan Schedule.

         Holder:  The Person in whose name a Certificate is registered in the Certificate  Register,  except that,  subject to Sections
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 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.

                                                                 27


         Indemnified  Persons: The Trustee 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 Servicer and of any Affiliate of the Depositor or the Servicer,  (b) does not have any direct  financial  interest
or any material  indirect  financial  interest in the  Depositor or the Servicer or any  Affiliate of the Depositor or the Servicer and
(c) is not connected  with the  Depositor or the Servicer or any Affiliate as an officer,  employee,  promoter,  underwriter,  trustee,
partner, director or person performing similar functions.

         Index:  The index,  if any,  specified in a Mortgage  Note by reference to which the related  Mortgage  Interest  Rate will be
adjusted from time to time.

         Individual  Certificate:  Any  Private  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,  including the Servicer's costs
and expenses incurred in connection with presenting claims under the related Insurance Policies.

         Interest Accrual Period:  For each Class of Class A Certificates  and the Class B Certificates and for any Distribution  Date,
the period  commencing on the  Distribution  Date in the month preceding the month in which a Distribution  Date occurs (or the Closing
Date, in the case of the first Interest  Accrual Period) and ending on the day  immediately  prior to such  Distribution  Date. For the
Class X Certificates and for any Distribution Date, the calendar month preceding the month in which such Distribution Date occurs.

         Interest  Adjustment  Date:  With respect to a Mortgage  Loan,  the date,  if any,  specified in the related  Mortgage Note on
which the Mortgage Interest Rate is subject to adjustment.

                                                                 28


         Interest Carry Forward  Amount:  As of any  Distribution  Date and with respect to each Class of Class A Certificates  and the
Class B Certificates  and as of the first  Distribution  Date,  zero, and for each  Distribution  Date  thereafter,  the sum of (i) the
excess of (a) the Current  Interest for such Class with respect to prior  Distribution  Dates over (b) the amount actually  distributed
to such Class of  Certificates  with respect to interest on or after such prior  Distribution  Dates,  and (ii) interest on such excess
(to the extent  permitted by  applicable  law) at the  applicable  Pass-Through  Rate for such Class for the related  Interest  Accrual
Period including the Interest Accrual Period relating to such Distribution Date.

         Interest  Funds:  With respect to each Loan Group or Sub-Loan Group, as applicable,  and any  Distribution  Date, (i) the sum,
without  duplication,  of (a) all scheduled  interest  collected in respect to the related Mortgage Loans during the related Due Period
less the related  Servicing Fee if any, (b) all Monthly  Advances  relating to interest with respect to the related Mortgage Loans made
on or prior to the related  Distribution  Account  Deposit Date,  (c) all  Compensating  Interest  Payments with respect to the related
Mortgage  Loans and required to be remitted by the Servicer  pursuant to this  Agreement  with respect to such  Distribution  Date, (d)
Insurance  Proceeds,  Liquidation  Proceeds and Subsequent  Recoveries with respect to the Mortgage Loans collected  during the related
Prepayment Period, to the extent such proceeds relate to interest,  less all  Nonrecoverable  Advances relating to interest and certain
expenses,  in each case,  with  respect to the Mortgage  Loans in the related  Loan Group or Sub-Loan  Group,  as  applicable,  (e) all
amounts  relating to interest with respect to each Mortgage Loan in the related Loan Group or Sub-Loan Group, as applicable,  purchased
by the Depositor  pursuant to Sections 2.02, 2.03 or 3.21 during the related Due Period less all  Non-Recoverable  Advances relating to
interest,  (f) all amounts in respect of interest paid by the Depositor  pursuant to Section 10.01  allocated to the related Loan Group
or Sub-Loan Group,  as applicable,  in each case to the extent remitted by the Servicer to the  Distribution  Account  pursuant to this
Agreement,  (g) the amount of any Principal Prepayments in full, partial Principal  Prepayments,  Net Liquidation Proceeds,  Repurchase
Proceeds and  scheduled  principal  payments,  in that order,  allocated to the related Loan Group or Sub-Loan  Group,  as  applicable,
included in Available Funds for such  Distribution  Date that are applied in connection  with any Deferred  Interest in accordance with
the  definition  of Net Deferred  Interest to EMC,  the  Depositor,  the  Servicer or the Trustee and (h) any amounts  deposited in the
Adjustable Rate  Supplemental  Fund and available for  distribution  to the Group I Certificates  (other than the Class X Certificates)
and the Group II  Certificates,  as  applicable,  on such  Distribution  Date in accordance  with Section 4.05,  minus (ii) all amounts
relating to interest  required to be reimbursed  pursuant to Sections 4.01, 4.03, 4.04 and 4.05 and allocated to the related Loan Group
or Sub-Loan Group, as applicable, or as otherwise set forth in this Agreement.

         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  (other than any  collections  on REO Property  treated as a Curtailment  pursuant to
Section  3.15(b))  received  during  the  related   Prepayment   Period:  The  difference  between  (i) one  month's  interest  at  the
applicable  Net Rate on the amount of such  prepayment  and  (ii) the  amount of interest  for the  calendar  month of such  prepayment
(adjusted to the applicable Net Rate) received at the time of such prepayment;

                                                                 29


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

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

         Interest-Only Certificates: The Class X Certificates.

         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 Private
Certificates in connection with such purchase, substantially in the form set forth as Exhibit F-1 hereto.

         IRS: The United States Internal Revenue Service.

         LIBOR  Business Day: Any day other than a Saturday or a Sunday or a day on which banking  institutions  in the city of London,
England are required or authorized by law to be closed.

         LIBOR  Determination  Date:  With respect to each Class of Class A  Certificates  and Class B  Certificates  and for the first
Interest  Accrual Period,  March 28, 2007. With respect to each Class of Class A Certificates and Class B Certificates and any Interest
Accrual Period thereafter, the second LIBOR Business Day preceding the commencement of such Interest Accrual Period.

         Liquidated  Mortgage  Loan: Any defaulted  Mortgage Loan as to which the 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 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 Servicer in connection  with the  liquidation of such Mortgage Loan and the related  Mortgaged  Property,  such expenses
including (a) property  protection  expenses,  (b) property sales expenses,  (c) foreclosure and sale costs,  including court costs and
reasonable attorneys' fees, and (d) similar expenses reasonably paid or incurred in connection with liquidation.

                                                                 30


         Liquidation  Proceeds:  Cash received in  connection  with the  liquidation  of a defaulted  Mortgage  Loan,  whether  through
trustee's sale, foreclosure sale, Insurance Proceeds, condemnation proceeds or otherwise and Subsequent Recoveries.

         Loan Group:  Each of Loan Group I or Loan Group II.

         Loan Group I:  The group of Mortgage Loans designated as belonging to Loan Group I on the Mortgage Loan Schedule.

         Loan  Group II: The group of  Mortgage  Loans  designated  as  belonging  to  Sub-Loan  Group II-1 and  Sub-Loan  Group  II-2,
collectively, on the Mortgage Loan Schedule.

         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.

         Loss Allocation Limitation:  The meaning specified in Section 6.02(c).

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

         Margin:  With respect to any  Distribution  Date on or prior to the first possible  Optional  Termination Date for the related
Loan Group and the Class I-A-1,  Class I-A-2,  Class I-A-3,  Class I-B-1,  Class I-B-2,  Class I-B-3,  Class I-B-4,  Class I-B-5, Class
I-B-6, Class I-B-7, Class I-B-8, Class I-B-9, Class II-1A-1,  Class II-1A-2,  Class II-1A-3, Class II-2A-1, Class II-B-1, Class II-B-2,
Class II-B-3,  Class II-B-4,  Class II-B-5 and Class II-B-6  Certificates  will be 0.650%,  0.700%,  0.750%,  1.500%,  2.000%,  2.100%,
0.150%, 0.190%, 0.210%,  0.160%, 0.450%, 0.750%, 1.500%, 2.150%, 2.150% and 2.150%, per annum,  respectively,  provided that, after the
first possible  related  Optional  Termination  Date, the related Margin for the Class I-A-1,  Class I-A-2,  Class I-A-3,  Class I-B-1,
Class I-B-2, Class I-B-3,  Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8, Class I-B-9, Class II-1A-1,  Class II-1A-2,
Class II-1A-3,  Class II-2A-1,  Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates will
be 0.280%,  0.360%,  0.420%,  0.540%,  0.570%,  0.750%, 0.975%, 1.050%, 1.125%, 2.250%, 3.000%, 3.150%, 0.300%, 0.380%, 0.420%, 0.320%,
0.675%, 1.125%, 2.250%, 3.225%, 3.225% and 3.225%, per annum, respectively.

         Marker Rate: With respect to the Class I-B-IO  Certificates or REMIC IV Regular Interest  I-B-IO-I and any Distribution  Date,
a per annum  rate  equal to two  times the  weighted  average  of the  Uncertificated  REMIC I  Pass-Through  Rates for REMIC I Regular
Interest LT2 and REMIC I Regular Interest LT3. With respect to the Class II-B-IO  Certificates or REMIC IV Regular  Interest  II-B-IO-I
and any  Distribution  Date, in relation to REMIC III Regular  Interests  LT5,  LT6, LT7, LT8 and LT-Y1,  a per annum rate equal to two
times the  weighted  average of the  Uncertificated  REMIC III  Pass-Through  Rates for REMIC III  Regular  Interest  LT6 and REMIC III
Regular  Interest LT7, and in relation to REMIC III Regular  Interests LT9, LT10,  LT11,  LT12 and LT-Y2, a per annum rate equal to two
times the  weighted  average of the  Uncertificated  REMIC III  Pass-Through  Rates for REMIC III Regular  Interest  LT10 and REMIC III
Regular Interest LT11.

                                                                 31


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

         Maximum  Coupon  Strip:  With  respect  to Loan  Group I,  shall be an amount  equal to the  product  of  (i) 1.00%,  (ii) the
aggregate  Stated Principal  Balance of the Group I Mortgage Loans  with original terms to maturity in excess of 30 years as of the Due
Date occurring in the month prior to such Distribution Date and (iii) one-twelfth.

         Maximum  Coupon Strip Rate: On any  Distribution  Date occurring in or after April 2017 and for Loan Group I, the Coupon Strip
Rate  modified by replacing  the term "Coupon  Strip" with the term "Maximum  Coupon  Strip"  wherever it appears in the  definition of
"Coupon Strip Rate."

         Maximum  Lifetime  Mortgage  Rate:  The maximum  level to which a Mortgage  Interest  Rate can adjust in  accordance  with its
terms, regardless of changes in the applicable Index.

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

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

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

         Minimum  Lifetime  Mortgage  Rate:  The minimum  level to which a Mortgage  Interest  Rate can adjust in  accordance  with its
terms, regardless of changes in the applicable Index.

         Modified Net Rate Cap:  For any  Distribution  Date and Loan Group I, the related Net Rate Cap modified by replacing  the term
"Coupon Strip Rate" with the term "Maximum  Coupon Strip Rate"  wherever it appears in the definition of "Net Rate Cap" with respect to
Loan Group I.

         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.

         Monthly  Advance:  An advance of  principal  or  interest  required to be made by the  Servicer  or the  Trustee as  successor
servicer pursuant to Section 6.05.

         Monthly  Payments:  For any Mortgage Loan and any month, the minimum  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 any Mortgaged  Property acquired through  foreclosure or deed in lieu of foreclosure,  would otherwise have been payable
under the related Mortgage Note.

                                                                 32


         Monthly Statement:  The statement delivered to the Certificateholders pursuant to Section 6.04.

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

         Mortgage:  The  mortgage,  deed of trust or other  instrument  creating  a first  priority  lien on an estate in fee simple or
leasehold interest in real property securing a Mortgage Loan.

         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 Trust  pursuant to  Section 2.01  and held as a part of the
Trust Fund, as identified in the Mortgage Loan Schedule (which shall include,  without limitation,  with respect to each Mortgage Loan,
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.

         Mortgage  Loan  Purchase  Agreement:  The Mortgage  Loan  Purchase  Agreement  dated as of the Closing  Date,  between EMC, as
mortgage loan seller,  and Structured  Asset Mortgage  Investments II Inc., as purchaser,  and all amendments  thereof and  supplements
thereto, attached as Exhibit H.

         Mortgage Loan Documents:  The original Mortgage Loan legal documents held by the Custodian.

         Mortgage Loan Schedule:  The schedule,  attached  hereto as Exhibit B with respect to the Mortgage Loans, as amended from time
to time to reflect the  repurchase  or  substitution  of Mortgage  Loans  pursuant to this  Agreement  or the  Mortgage  Loan  Purchase
Agreement, as the case may be.

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

         Mortgaged  Property:  Land and  improvements  securing the  indebtedness of a Mortgagor under the related Mortgage Loan or, in
the case of REO Property, such REO Property.

         Mortgagor:  The obligor on a Mortgage Note.

         Net Deferred Interest:  On any Distribution  Date, for each Loan Group or Sub-Loan Group, as applicable,  Deferred Interest on
the related  Mortgage Loans during the related Due Period net of Principal  Prepayments in full,  partial  Principal  Prepayments,  Net
Liquidation  Proceeds,  Repurchase Proceeds and scheduled principal payments,  in that order, included in Available Funds for such Loan
Group or Sub-Loan  Group,  as  applicable,  and such  Distribution  Date and available to be distributed  on the  Certificates  on such
Distribution  Date.  With respect to any Class A  Certificate  or Class B Certificate  as of any  Distribution  Date,  the Net Deferred
Interest will be an amount equal to the product of (1) the  difference,  if any,  between (a) the lesser of (i) the  Pass-Through  Rate
for such  Class  without  regard  to the  related  Net Rate Cap on such  Distribution  Date and (ii) the  related  Net Rate Cap on such
Distribution  Date and (b) the Adjusted Rate Cap for such  Distribution  Date,  (2) the Current  Principal  Amount of such  Certificate
immediately prior to such Distribution Date, and (3) the actual number of days in such Interest Accrual Period divided by 360.

                                                                 33


         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  Servicer in  accordance  with this  Agreement  and  (ii) unreimbursed  advances  by the  Servicer  and
unreimbursed Monthly Advances.

         Net Rate:  With respect to each Mortgage Loan,  the Mortgage  Interest Rate in effect from time to time less the Servicing Fee
Rate, expressed as a per annum rate.

         Net Rate Cap: For any Distribution  Date, (A) with respect to the Class I-A Certificates  and the Class I-B  Certificates,  is
equal to the  weighted  average of the Net Rates of the Group I Mortgage  Loans (less the Coupon  Strip Rate,  if  applicable,  and the
Pass-Through Rate on the Class X Certificates),  (B) with respect to the Class II-1A Certificates,  is equal to the weighted average of
the Net Rates of the  Sub-Group  II-1 Mortgage  Loans,  (C) with respect to the Class  II-2A-1  Certificates,  is equal to the weighted
average of the Net Rates of the Sub-Group  II-2  Mortgage  Loans and (D) with respect to the Class II-B  Certificates,  is equal to the
weighted  average of the weighted  average Net Rates of the Sub-Group  II-1  Mortgage  Loans and the  Sub-Group  II-2  Mortgage  Loans,
weighted in  proportion  to the results of  subtracting  from the  aggregate  Stated  Principal  Balance of the Mortgage  Loans of each
Sub-Loan Group the aggregate  Certificate  Principal Balance of the related Group II Senior  Certificates,  in each case as adjusted to
an effective rate reflecting the accrual of interest on an actual/360 basis.

         NIM Issuer:  The entity established as the issuer of the NIM Securities.

         NIM  Securities:  Any debt  securities  issued  by the NIM  Issuer  and  secured  or  otherwise  backed  by some or all of the
Certificates.

         NIM Trustee:  The trustee for the NIM Securities.

         Non-Offered  Certificates:  The Class II-B-6, Class I-XP-1,  Class I-XP-2,  Class I-B-IO, Class II-XP, Class II-B-IO,  Class R
and Class R-X Certificates.

         Nonrecoverable  Advance:  Any  advance or Monthly  Advance  (i) which  was  previously  made or is  proposed to be made by the
Servicer or the Trustee (as successor  Servicer) and  (ii) which,  in the good faith judgment of the Servicer or the Trustee,  will not
or, in the case of a proposed  advance or Monthly  Advance,  would not, be  ultimately  recoverable  by the Servicer or the Trustee (as
successor  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.

                                                                 34


         Notional  Amount:  The Class I-X Notional Amount,  the Class I-B-IO Notional Amount or the Class II-B-IO  Notional Amount,  as
applicable.

         Offered Certificates:  The Group I Offered Certificates and the Group II Offered Certificates.

         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 Servicer or the  Depositor,  as  applicable,  and
delivered to the Trustee, as required by this Agreement.

         One-Month  LIBOR:  With  respect to any Interest  Accrual  Period,  the rate  determined  by the Trustee on the related  LIBOR
Determination  Date on the basis of the rate for U.S.  dollar  deposits for one month that appears on Reuters Screen LIBOR01 Page as of
11:00 a.m. (London time) on such LIBOR  Determination  Date;  provided that the parties hereto acknowledge that One-Month LIBOR for the
first  Interest  Accrual  Period shall be the rate  determined by the Trustee two Business Days prior to the Closing Date. If such rate
does not appear on such page (or such other page as may replace that page on that  service,  or if such  service is no longer  offered,
such other service for displaying  One-Month LIBOR or comparable rates as may be reasonably  selected by the Trustee),  One-Month LIBOR
for the applicable  Interest  Accrual Period will be the Reference Bank Rate. If no such  quotations can be obtained by the Trustee and
no Reference Bank Rate is available,  One-Month  LIBOR will be One-Month  LIBOR  applicable to the preceding  Interest  Accrual Period.
The  Trustee's  determination  of  One-Month  LIBOR for each  Class of  Offered  Certificates  and the Class  II-B-6  Certificates,  as
applicable, for any Interest Accrual Period shall, in the absence of manifest error, be final and binding.

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

         Optional  Termination  Date:  With respect to Loan Group I, the  Distribution  Date on which the  aggregate  Stated  Principal
Balance of the Group I Mortgage Loans is less than 10% of the Cut-off Date Balance of the Group I Mortgage  Loans,  and with respect to
Loan Group II, the Distribution  Date on which the aggregate  Stated Principal  Balance of the Group II Mortgage Loans is less than 10%
of the Cut-off Date Balance of the Group II Mortgage Loans.

         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.

                                                                 35


         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.

         Overcollateralization  Amount:  The Group I  Overcollateralization  Amount or the Group II  Overcollateralization  Amount,  as
applicable.

         Overcollateralization  Release Amount: The Group I Overcollateralization  Release Amount or the Group II Overcollateralization
Release Amount, as applicable.

         Overcollateralization  Target Amount: The Group I  Overcollateralization  Target Amount or the Group II  Overcollateralization
Target Amount, as applicable.

         Pass-Through  Rate: As to each Class of  Certificates,  the rate of interest  determined  as provided with respect  thereto in
Section 5.01(c).  The Trustee's  determination of the Pass-Through  Rate for each Class of Certificates for any Interest Accrual Period
shall, in the absence of manifest error, be final and binding.

         Paying Agent:  The Trustee.

         Periodic  Rate Cap: With respect to each  Mortgage  Loan,  the maximum  adjustment  that can be made to the Mortgage  Interest
Rate on each Interest Adjustment Date in accordance with its terms, regardless of changes in the applicable Index.

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

         (i)  obligations  of the United  States or any agency  thereof,  provided  such  obligations  are backed by the full faith and
credit of the United States;

         (ii)  general  obligations  of or  obligations  guaranteed  by any state of the  United  States or the  District  of  Columbia
receiving  the highest  long-term  debt rating of each Rating  Agency,  or such lower rating as will not result in the  downgrading  or
withdrawal of the ratings then assigned to the Certificates by each Rating Agency;

         (iii)  commercial or finance  company paper which is then receiving the highest  commercial or finance company paper rating of
each Rating  Agency,  or such lower rating as will not result in the  downgrading  or  withdrawal  of the ratings then  assigned to the
Certificates by each Rating Agency;

         (iv) certificates of deposit,  demand or time deposits, or bankers' acceptances issued by any depository  institution or trust
company  incorporated  under the laws of the United  States or of any state  thereof  and subject to  supervision  and  examination  by
federal  and/or state banking  authorities  (including the Trustee in its commercial  banking  capacity),  provided that the commercial
paper and/or long term  unsecured  debt  obligations  of such  depository  institution  or trust  company are then rated one of the two
highest  long-term and the highest  short-term  ratings of each such Rating Agency for such  securities,  or such lower ratings as will
not result in the downgrading or withdrawal of the rating then assigned to the Certificates by any Rating Agency;

                                                                 36


         (v) demand or time  deposits or  certificates  of deposit  issued by any bank or trust company or savings  institution  to the
extent that such deposits are fully insured by the FDIC;

         (vi) guaranteed  reinvestment  agreements issued by any bank, insurance company or other corporation  containing,  at the time
of the issuance of such  agreements,  such terms and conditions as will not result in the  downgrading or withdrawal of the rating then
assigned to the Certificates by any such Rating Agency;

         (vii)  repurchase  obligations  with respect to any security  described in clauses (i) and (ii) above,  in either case entered
into with a depository institution or trust company (acting as principal) described in clause (iv) above;

         (viii)  securities  (other than stripped bonds,  stripped coupons or instruments sold at a purchase price in excess of 115% of
the face amount thereof)  bearing  interest or sold at a discount issued by any corporation  incorporated  under the laws of the United
States or any state  thereof  which,  at the time of such  investment,  have one of the two  highest  long term  ratings of each Rating
Agency  (except if the Rating  Agency is Moody's,  such rating  shall be the highest  commercial  paper  rating of Moody's for any such
securities),  or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the  Certificates
by any Rating Agency, as evidenced by a signed writing delivered by each Rating Agency;

         (ix) interests in any money market fund  (including any such fund managed or advised by the Trustee or Master  Servicer or any
affiliate  thereof)  which at the date of  acquisition of the interests in such fund and throughout the time such interests are held in
such fund has the  highest  applicable  long  term  rating  by each  Rating  Agency  or such  lower  rating  as will not  result in the
downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency;

         (x) short term  investment  funds  sponsored by any trust company or banking  association  incorporated  under the laws of the
United States or any state thereof  (including  any such fund managed or advised by the Trustee or any affiliate  thereof) which on the
date of acquisition has been rated by each Rating Agency in their respective  highest  applicable  rating category or such lower rating
as will not result in the downgrading or withdrawal of the ratings then assigned to the Certificates by each Rating Agency; and

         (xi) such other investments  having a specified stated maturity and bearing interest or sold at a discount  acceptable to each
Rating  Agency as will not result in the  downgrading  or  withdrawal  of the rating then  assigned to the  Certificates  by any Rating
Agency, as evidenced by a signed writing delivered by each Rating Agency;

                                                                 37


         provided,  that no such  instrument  shall be a Permitted  Investment  if such  instrument  (i) evidences the right to receive
interest  only  payments  with  respect to the  obligations  underlying  such  instrument,  (ii) is  purchased at a premium or (iii) is
purchased  at a deep  discount;  provided  further  that no such  instrument  shall be a Permitted  Investment  (A) if such  instrument
evidences  principal and interest  payments derived from obligations  underlying such instrument and the interest payments with respect
to such  instrument  provide a yield to maturity of greater than 120% of the yield to maturity at par of such  underlying  obligations,
or (B) if it may be redeemed at a price below the purchase  price (the  foregoing  clause (B) not to apply to  investments  in units of
money market funds pursuant to clause (viii) above);  provided further that no amount  beneficially  owned by any 2007-AR3 REMIC may be
invested in  investments  (other than money market  funds)  treated as equity  interests for federal  income tax  purposes,  unless the
Trustee  shall  receive an Opinion of Counsel,  at the expense of the Trustee,  to the effect that such  investment  will not adversely
affect  the  status  of any such  REMIC as a REMIC  under  the Code or  result  in  imposition  of a tax on any such  REMIC.  Permitted
Investments that are subject to prepayment or call may not be purchased at a price in excess of 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 Private Certificates.

         Plan: The meaning specified in Section 5.07(a).

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

         Prepayment  Charge Loan: Any Mortgage Loan for which a Prepayment  Charge may be assessed and to which such Prepayment  Charge
the related Class XP Certificates are entitled, as indicated on the Mortgage Loan Schedule.

         Prepayment  Interest  Shortfalls:  With respect to any  Distribution  Date,  for each  Mortgage Loan that was the subject of a
Principal  Prepayment during the prior calendar month or that became a Liquidated  Mortgage Loan during the related  Prepayment Period,
(other than a Principal  Prepayment in full  resulting  from the purchase of a Mortgage Loan  pursuant to Section 2.02,  2.03,  3.21 or
10.01),  the amount, if any, by which (i) one month's interest at the applicable Net Rate on the Stated Principal  Balance  immediately
prior to such  prepayment  (or  liquidation)  or in the case of a partial  Principal  Prepayment on the amount of such  prepayment  (or
liquidation  proceeds)  exceeds (ii) the amount of interest  paid or collected in  connection  with such  Principal  Prepayment or such
Liquidation Proceeds less the sum of (a) any Prepayment Charges and (b) the Servicing Fee.

         Prepayment  Period:  With  respect to any  Distribution  Date and (i)  Principal  Prepayments  in full,  the  period  from the
sixteenth day of the calendar month preceding the calendar month in which such  Distribution  Date occurs through the close of business
on the fifteenth day of the calendar month in which such  Distribution  Date occurs and (ii)  Liquidation  Proceeds,  Realized  Losses,
Subsequent Recoveries and partial Principal Prepayments, the prior calendar month.

                                                                 38


         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 therefore through the related Interest Accrual Period for such  Class relating
to a Distribution Date.

         Prime Rate: The prime rate of U.S. money center banks as published from time to time in The Wall Street Journal.

         Principal Distribution Amount: The Group I Principal  Distribution Amount, Group II Principal  Distribution Amount,  Sub-Group
II-1 Principal Distribution Amount or Sub-Group II-2 Principal Distribution Amount, as applicable.

         Principal  Funds:  With respect to each Loan Group or Sub-Loan  Group,  as  applicable,  and each  Distribution  Date, (i) the
greater of zero and the sum, without  duplication,  of (a) all scheduled  principal collected on the Mortgage Loans in the related Loan
Group or Sub-Loan  Group,  as applicable,  during the related Due Period,  (b) all Monthly  Advances  relating to principal made on the
Mortgage Loans in the related Loan Group or Sub-Loan  Group,  as applicable,  on or before the  Distribution  Account Deposit Date, (c)
Principal  Prepayments  on the Mortgage  Loans in the related Loan Group or Sub-Loan  Group,  as  applicable,  exclusive of  Prepayment
Charges  collected during the related  Prepayment  Period,  (d) the Stated Principal  Balance of each Mortgage Loan in the related Loan
Group or Sub-Loan Group, as applicable,  that was repurchased by the Sponsor  pursuant to Section 2.02, 2.03 or 3.21 during the related
Due Period,  (e) the aggregate of all  Substitution  Adjustment  Amounts in connection  with the  substitution of Mortgage Loans in the
related Loan Group or Sub-Loan  Group,  as applicable,  pursuant to Section 2.04 during the related Due Period,  (f) amounts in respect
of principal  paid by the Depositor  pursuant to Section 10.01  allocated to the related Loan Group or Sub-Loan  Group,  as applicable,
(g) Insurance Proceeds,  Liquidation Proceeds and Subsequent  Recoveries collected during the related Prepayment Period on the Mortgage
Loans in the related Loan Group or Sub-Loan  Group,  as applicable,  to the extent such proceeds  relate to principal,  in each case to
the extent  remitted by the Servicer to the  Distribution  Account  pursuant to this  Agreement and (h) the  principal  portions of the
amounts,  if any,  transferred from the Final Maturity Reserve Account  allocated to Loan Group or Sub-Loan Group, as applicable,  I on
such  Distribution  Date minus (ii) (a) all amounts required to be reimbursed  pursuant to Sections 4.01, 4.03 and 4.05 or as otherwise
set forth in this Agreement and (b) the amount of any Principal  Prepayments in full,  partial Principal  Prepayments,  Net Liquidation
Proceeds,  Repurchase  Proceeds and payments of  Scheduled  Principal,  in that order,  included in  Available  Funds  allocated to the
related Loan Group or Sub-Loan Group, as applicable,  for such  Distribution Date that are applied as Interest Funds in connection with
any Deferred Interest in accordance with the definition of Net Deferred Interest.

         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.

                                                                 39


         Private Certificates:  The Non-Offered Certificates.

         Prospectus:  The prospectus,  dated March 20, 2007, as supplemented by the prospectus  supplement dated March 29, 2007 (as the
same may be supplemented from time to time), relating to the offering of the Offered Certificates.

         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 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  Certificates  rated by the
Rating Agencies as of the Closing Date.

         Rating Agency:  Each of Moody's and S&P.

         Realized Loss: Any (i) Bankruptcy  Loss or (ii) as to any Liquidated  Mortgage Loan, (x) the Outstanding  Principal Balance of
such  Liquidated  Mortgage  Loan plus accrued and unpaid  interest  thereon at the Mortgage  Interest  Rate through the last day of the
month of such  liquidation,  less (y) the Net  Liquidation  Proceeds  with  respect to such  Mortgage  Loan and the  related  Mortgaged
Property.  In addition,  to the extent the Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the
Realized  Loss with  respect to that  Mortgage  Loan will be reduced to the extent  such  recoveries  are applied to reduce the Current
Principal  Amount of any Class of  Certificates  (other  than the Class XP,  Class X,  Class  B-IO and  Residual  Certificates)  on any
Distribution Date.

         With respect to each Mortgage Loan which has become the subject of a Deficient  Valuation,  if the principal  amount due under
the related  Mortgage Note has been reduced,  then  "Realized  Loss" is the difference  between the principal  balance of such Mortgage
Loan  outstanding  immediately  prior to such  Deficient  Valuation and the  principal  balance of such Mortgage Loan as reduced by the
Deficient Valuation.

         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 Monthly  Advances  made by the Servicer  with respect to such Mortgage Loan which
are reimbursable from the Trust to the Servicer with respect to such Servicing Modification.

         Record Date:  For each Class  of Certificates  (other than the Class X Certificates) and for any Distribution  Date, the close
of  business  on the  Business  Day  prior to such  Distribution  Date.  For the Class X  Certificates  and each  Class of  Non-Offered
Certificates,  and for any  Distribution  Date,  the last  Business  Day of the  calendar  month  preceding  the  month  in which  such
Distribution Date occurs.

                                                                 40

Reference Bank: A leading bank selected by the Trustee that is engaged in transactions in Eurodollar deposits in the
international Eurocurrency market.

Reference Bank Rate: With respect to any Interest Accrual Period, the arithmetic mean, rounded upwards, if necessary, to the
nearest whole multiple of 0.03125%, of the offered rates for United States dollar deposits for one month that are quoted by the
Reference Banks as of 11:00 a.m., New York City time, on the related interest determination date to prime banks in the London
interbank market for a period of one month in amounts approximately equal to the aggregate Current Principal Amount of the Offered
Certificates for such Interest Accrual Period, provided that at least two such Reference Banks provide such rate. If fewer than two
offered rates appear, the Reference Bank Rate will be the arithmetic mean, rounded upwards, if necessary, to the nearest whole
multiple of 0.03125%, of the rates quoted by one or more major banks in New York City, selected by the Trustee, as of 11:00 a.m., New
York City time, on such date for loans in U.S. dollars to leading European banks for a period of one month in amounts approximately
equal to the aggregate Current Principal Amount of the Offered 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.

Reinvestment Agreements: One or more reinvestment agreements, acceptable to the Rating Agencies, from a bank, insurance
company or other corporation or entity (including the Trustee).

Relief Act: The Servicemembers' Civil Relief Act, 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.

Remaining Excess Spread: With respect to any Distribution Date and each Loan Group or Sub-Loan Group, as applicable, the
related Excess Spread remaining after the distribution of any related Extra Principal Distribution Amount for such Distribution Date.

REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code.

REMIC Administrator: The Trustee; provided that if the REMIC Administrator is found by a court of competent jurisdiction to
no longer be able to fulfill its obligations as REMIC Administrator under this Agreement the Servicer shall appoint a successor REMIC
Administrator, subject to assumption of the REMIC Administrator obligations under this Agreement.


         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 2007-AR3 REMIC to fail to qualify as a REMIC while any regular interest in such 2007-AR3 REMIC is
outstanding,  (ii) result  in a tax on  prohibited  transactions  with  respect to any  2007-AR3  REMIC or  (iii) constitute  a taxable
contribution to any 2007-AR3 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.

         REMIC Regular Interest: Any of the REMIC I Regular Interests,  REMIC II Regular Interests,  REMIC III Regular Interests, REMIC
IV Regular Interests and REMIC V Regular Interests.

         REMIC I:  The  segregated  pool of  assets,  with  respect  to which a REMIC  election  is made  pursuant  to this  Agreement,
exclusive of any assets held in the Final Maturity Reserve Account, consisting of:

         (a)      the Group I Mortgage Loans and the related Mortgage Files and collateral securing such Mortgage Loans,

         (b)      all payments on and  collections  in respect of the Group I Mortgage  Loans due after the Cut-off Date as shall be on
deposit in the Custodial  Account or in the  Distribution  Account (other than amounts  representing  Prepayment  Charges in respect of
Prepayment Charge Loans) and identified as belonging to the Trust Fund,

         (c)      property that secured a Group I Mortgage  Loan and that has been  acquired for the benefit of the  Certificateholders
by foreclosure or deed in lieu of foreclosure,

         (d)      the hazard insurance policies and Primary Mortgage Insurance Policy, if any, and

         (e)      all proceeds of clauses (a) through (d) above.

         REMIC I Available Distribution Amount:  For any Distribution Date, the Available Funds with respect to Loan Group I.

         REMIC I Distribution  Amount: On each  Distribution  Date, the REMIC I Available  Distribution  Amount, in the following order
of priority,  shall be distributed  by REMIC I to REMIC IV on account of the REMIC I Regular  Interests and to the Holders of the Class
R Certificates in respect of Component I thereof:

                           (i)      to REMIC IV as the holder of REMIC I Regular  Interests,  pro rata,  in an amount  equal to (A) the
         Uncertificated  Accrued Interest for each such REMIC I Regular Interest for such Distribution  Date reduced,  in each case, by
         any Net Deferred  Interest  allocated to such REMIC I Regular  Interest for such  Distribution  Date,  plus (B) any amounts in
         respect thereof remaining unpaid from previous Distribution Dates;

                                                                 42


                           (ii)     to REMIC IV as the holder of REMIC I Regular  Interests  LT1,  LT2, LT3 and LT4, in an amount equal
         to the  remainder of the REMIC I Available  Distribution  Amount after the  distributions  made  pursuant to clause (i) above,
         allocated as follows:

                                    (A)     in  respect of REMIC I Regular  Interests  LT2,  LT3 and LT4,  their  respective  Principal
                           Distribution Amounts;

                                    (B)     in  respect  of  REMIC I  Regular  Interest  LT1 any  remainder  until  the  Uncertificated
                           Principal Balance thereof is reduced to zero;

                                    (C)     any remainder in respect of each of REMIC I Regular  Interests  (other than REMIC I Regular
                           Interests LT1 and W), pro rata according to their respective  Uncertificated  Principal  Balances as reduced
                           by the  distributions  deemed made pursuant to (A) above,  until their respective  Uncertificated  Principal
                           Balances are reduced to zero; and

                           (iii)    any remaining amounts to the Holders of the Class R Certificates in respect of Component I thereof.

         REMIC I Interest:  The REMIC I Regular Interests and Component I of the Class R Certificates.

         REMIC I Net Deferred  Interest:  Net Deferred  Interest for Loan Group I for any Distribution Date shall be allocated to REMIC
I Regular  Interest  LT1 in  reduction of the portion of the  Uncertificated  Accrued  Interest  thereon  distributable  on the related
Distribution Date and shall result in an increase in the Uncertificated Principal Balance thereof to the extent of such reduction.

         REMIC I Principal  Reduction Amounts:  For any Distribution  Date, the amounts by which the Uncertificated  Principal Balances
of the REMIC I  Regular  Interests will be reduced on such  Distribution  Date by the allocation of REMIC I Realized Losses and REMIC I
Net Deferred Interest and the distribution of principal, determined as follows:

                  For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:

                  Y1 =     the Uncertificated  Principal Balance of REMIC I Regular Interest LT1 after distributions and the allocation
of REMIC I Net Deferred Interest and REMIC I Realized Losses on the prior Distribution Date.

                  Y2 =     the Uncertificated  Principal Balance of REMIC I Regular Interest LT2 after distributions and the allocation
of REMIC I Realized Losses on the prior Distribution Date.

                  Y3 =     the Uncertificated  Principal Balance of REMIC I Regular Interest LT3 after distributions and the allocation
of REMIC I Realized Losses on the prior Distribution Date.

                                                                 43


                  Y4 =     the Uncertificated  Principal Balance of REMIC I Regular Interest LT4 after distributions and the allocation
of REMIC I Realized Losses on the prior Distribution Date (note:  Y3 = Y4).

                  ΔY1 =    the REMIC I Regular Interest LT1 Principal Reduction Amount.

                  ΔY2 =    the REMIC I Regular Interest LT2 Principal Reduction Amount.

                  ΔY3 =    the REMIC I Regular Interest LT3 Principal Reduction Amount.

                  ΔY4 =    the REMIC I Regular Interest LT4 Principal Reduction Amount.

                  P0 =     the aggregate  Uncertificated Principal Balance of the REMIC I Regular Interests after distributions and the
allocation of REMIC I Realized Losses and REMIC I Net Deferred Interest on the prior Distribution Date.

                  P1 =     the aggregate  Uncertificated Principal Balance of the REMIC I Regular Interests after distributions and the
allocation of REMIC I Realized Losses and REMIC I Net Deferred Interest to be made on such Distribution Date.

                  ΔP =     P0 - P1 = the aggregate of the REMIC I Principal Reduction Amounts.

                        =  the aggregate of the REMIC I Net Deferred  Interest and principal  portions of REMIC I Realized Losses to be
allocated  to,  and the  principal  distributions  to be made  on,  the  Group I  Certificates  on such  Distribution  Date  (including
distributions of accrued and unpaid interest on the Class I-X and Class I-B-IO Certificates for prior Distribution Dates).

                  R0 =     the  Modified  Net Rate Cap for the  Certificates  related  Loan  Group I after  giving  effect  to  amounts
distributed and REMIC I Realized Losses and REMIC I Net Deferred Interest allocated on the prior Distribution Date.

                  R1 =     the Modified Net Rate Cap for the Certificates  related to Loan Group I after giving effect to amounts to be
distributed and REMIC I Realized Losses and REMIC I Net Deferred Interest to be allocated on such Distribution Date.

                  α =      (Y2 + Y3)/P0.  The initial  value of α on the Closing Date for use on the first  Distribution  Date shall be
0.0001.

                  γ0 =     the lesser of (A) the sum for all Classes of Group I Certificates  (other than the Class I-B-IO Certificates
and the Class I-X  Certificates)  of the product for each Class of (i) the monthly  interest  rate (as limited by the Modified Net Rate
Cap, if applicable) for such Class applicable for  distributions to be made on such  Distribution  Date and (ii) the aggregate  Current
Principal  Amount for such Class after  distributions  and the allocation of REMIC I Realized Losses and REMIC I Net Deferred  Interest
on the prior Distribution Date and (B) R0*P0.

                  γ1  =    the lesser of (A) the sum for all Classes of Group I Certificates  (other than the Class I-B-IO Certificates
and the Class I-X  Certificates)  of the product for each Class of (i) the monthly  interest  rate (as limited by the Modified Net Rate
Cap, if applicable)  for such Class  applicable for  distributions  to be made on the next  succeeding  Distribution  Date and (ii) the
aggregate  Current  Principal Amount for such Class after  distributions  and the allocation of REMIC I Realized Losses and REMIC I Net
Deferred Interest to be made on such Distribution Date and (B) R1*P1.

                                                                 44


                  Then, based on the foregoing definitions:

                  ΔY1 =    ΔP - ΔY2 - ΔY3 - ΔY4;

                  ΔY2 =    (α/2){( γ0R1 - γ1R0)/R0R1};

                  ΔY3 =    αΔP - ΔY2; and

                  ΔY4 =    ΔY3.

                  if both ΔY2 and ΔY3, as so determined, are non-negative numbers.  Otherwise:

                  (1)      If ΔY2, as so determined, is negative, then

                  ΔY2 = 0;

                  ΔY3 = α{γ1R0P0 - γ0R1P1}/{γ1R0};

                  ΔY4 = ΔY3; and

                  ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.

                  (2)      If ΔY3, as so determined, is negative, then

                  ΔY3 = 0;

                  ΔY2 = α{ γ0R1P1 - γ1R0P0 }/{2R1R0P1 -  γ1R0};

                  ΔY4 = ΔY3; and

         ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.

         REMIC I Realized  Losses:  For any  Distribution  Date,  Realized Losses on Mortgage Loans in Loan Group I for the related Due
Period  shall be allocated to REMIC I Regular  Interests  LT1,  LT2,  LT3 and LT4 as follows:  The  interest  portion of such  Realized
Losses, if any, shall be allocated to such REMIC I Regular  Interests,  pro rata according to the amount of interest accrued but unpaid
thereon,  in  reduction  thereof.  Any  interest  portion of such  Realized  Losses in excess of the amount  allocated  pursuant to the
preceding  sentence  shall be treated as a principal  portion of Realized  Losses not  attributable  to any specific  Mortgage Loan and
allocated  pursuant to the  succeeding  sentences.  The principal  portion of such  Realized  Losses shall be allocated to such REMIC I
Regular  Interests as follows:  (1) first, to REMIC I Regular  Interests LT2, LT3 and LT4, pro rata according to their respective REMIC
I Principal  Reduction  Amounts,  provided that such  allocation to such REMIC I Regular  Interests  shall not exceed their  respective
REMIC I Principal  Reduction  Amounts for such  Distribution  Date, and (2) second,  any Realized  Losses not allocated to such REMIC I
Regular Interests pursuant to the proviso of clause (1) above shall be allocated to REMIC I Regular Interest LT1.

                                                                 45


         REMIC I  Regular  Interest:  Any of the  separate  non-certificated  beneficial  ownership  interests  in REMIC I set forth in
Section 5.01(c)  and issued  hereunder and designated as a "regular  interest" in REMIC I.  Each REMIC I Regular  Interest shall accrue
interest at the  Uncertificated  Pass-Through  Rate  specified  for such  REMIC I  Regular  Interest in  Section 5.01(c),  and shall be
entitled to  distributions  of  principal,  subject to the terms and  conditions  hereof,  in an aggregate  amount equal to its initial
Uncertificated  Principal Balance as set forth in  Section 5.01(c).  The designations for the respective  REMIC I Regular Interests are
set forth in Section 5.01(c).

         REMIC I Regular Interest LT1 Principal  Distribution  Amount:  For any Distribution  Date, the excess,  if any, of the REMIC I
Regular Interest LT1 Principal  Reduction Amount for such  Distribution  Date over the REMIC I Realized Losses and REMIC I Net Deferred
Interest allocated to REMIC I Regular Interest LT1 on such Distribution Date.

         REMIC I Regular Interest LT2 Principal  Distribution  Amount:  For any Distribution  Date, the excess,  if any, of the REMIC I
Regular  Interest LT2 Principal  Reduction  Amount for such  Distribution  Date over the REMIC I Realized  Losses  allocated to REMIC I
Regular Interest LT2 on such Distribution Date.

         REMIC I Regular Interest LT3 Principal  Distribution  Amount:  For any Distribution  Date, the excess,  if any, of the REMIC I
Regular  Interest LT3 Principal  Reduction  Amount for such  Distribution  Date over the REMIC I Realized  Losses  allocated to REMIC I
Regular Interest LT3 on such Distribution Date.

         REMIC I Regular Interest LT4 Principal  Distribution  Amount:  For any Distribution  Date, the excess,  if any, of the REMIC I
Regular  Interest LT4 Principal  Reduction  Amount for such  Distribution  Date over the REMIC I Realized  Losses  allocated to REMIC I
Regular Interest LT4 on such Distribution Date.

         REMIC II:  The  segregated  pool of assets,  with  respect  to which a REMIC  election  is made  pursuant  to this  Agreement,
consisting of:

         (a)      the Group II Mortgage Loans and the related Mortgage Files and collateral securing such Mortgage Loans,

         (b)      all payments on and  collections  in respect of the Group II Mortgage Loans due after the Cut-off Date as shall be on
deposit in the Custodial  Account or in the  Distribution  Account (other than amounts  representing  Prepayment  Charges in respect of
Prepayment Charge Loans) and identified as belonging to the Trust Fund,

         (c)      property that secured a Group II Mortgage  Loan and that has been acquired for the benefit of the  Certificateholders
by foreclosure or deed in lieu of foreclosure,

         (d)      the hazard insurance policies and Primary Mortgage Insurance Policy, if any, and

                                                                 46


         (e)      all proceeds of clauses (a) through (d) above.

         REMIC II Available  Distribution  Amount:  For each Sub-Loan Group and for any Distribution Date, the Available Funds for such
Sub-Loan Group or, if the context so requires, the aggregate Available Funds for both Sub-Loan Groups.

         REMIC II Distribution  Amount: On each Distribution Date, the REMIC II Available  Distribution  Amount shall be distributed by
REMIC II to REMIC III on account of the REMIC II Regular  Interests and to Holders of the Class R Certificates  in respect of Component
II thereof in the following amounts and priority:

         (a)      To the extent of the REMIC II Available Distribution Amount for Sub-Loan Group II-1:

                  (i)      first,  to  REMIC  II  Regular  Interest  Y-1  and  REMIC  II  Regular  Interest  Z-1,   concurrently,   the
         Uncertificated  Accrued Interest for such Classes remaining unpaid from previous  Distribution  Dates,  reduced in the case of
         REMIC II Regular Interest Z-1 by any portion thereof  representing  Net Deferred  Interest  allocated to such REMIC II Regular
         Interest on such previous Distribution Date, pro rata according to their respective shares of such unpaid amounts;

                  (ii)     second,  to  REMIC  II  Regular  Interest  Y-1  and  REMIC  II  Regular  Interest  Z-1,  concurrently,   the
         Uncertificated  Accrued Interest for such Classes for the current  Distribution  Date, reduced in the case of REMIC II Regular
         Interest Z-1 by any portion thereof  representing  Net Deferred  Interest  allocated to such REMIC II Regular Interest on such
         Distribution Date, pro rata according to their respective Uncertificated Accrued Interest; and

                  (iii)    third,  to REMIC II Regular  Interest  Y-1 and REMIC II Regular  Interest  Z-1,  the REMIC II Y-1  Principal
         Distribution Amount and the REMIC II Z-1 Principal Distribution Amount, respectively.

         (b)      To the extent of the REMIC II Available Distribution Amount for Sub-Loan Group II-2:

                  (i)      first,  to  REMIC  II  Regular  Interest  Y-2  and  REMIC  II  Regular  Interest  Z-2,   concurrently,   the
         Uncertificated  Accrued Interest for such Classes remaining unpaid from previous  Distribution  Dates,  reduced in the case of
         REMIC II Regular Interest Z-2 by any portion thereof  representing  Net Deferred  Interest  allocated to such REMIC II Regular
         Interest on such previous Distribution Date, pro rata according to their respective shares of such unpaid amounts;

                  (ii)     second,  to  REMIC  II  Regular  Interest  Y-2  and  REMIC  II  Regular  Interest  Z-2,  concurrently,   the
         Uncertificated  Accrued Interest for such Classes for the current  Distribution  Date, reduced in the case of REMIC II Regular
         Interest Z-2 by any portion thereof  representing  Net Deferred  Interest  allocated to such REMIC II Regular Interest on such
         Distribution Date, pro rata according to their respective Uncertificated Accrued Interest; and

                                                                 47


                  (iii)    third,  to REMIC II Regular  Interest  Y-2 and REMIC II Regular  Interest  Z-2,  the REMIC II Y-2  Principal
         Distribution Amount and the REMIC II Z-2 Principal Distribution Amount, respectively.

         (c)      To the extent of the REMIC II Available  Distribution  Amount for such  Distribution  Date remaining after payment of
the amounts pursuant to paragraphs (a) through (b) of this definition of "REMIC II Distribution Amount":

                  (i)      first,  to each REMIC II Y Regular  Interest  and REMIC II Z Regular  Interest,  pro rata  according  to the
         amount of unreimbursed  Realized Losses allocable to principal  previously  allocated to each such REMIC II Regular  Interest,
         the aggregate  amount of any  distributions  to the Group I Certificates as  reimbursement  of Unpaid Realized Loss Amounts on
         such  Distribution  Date  pursuant  to Section  6.01(a);  provided,  however,  that any amounts  distributed  pursuant to this
         paragraph  (c)(i) of this  definition  of "REMIC II  Distribution  Amount"  shall not cause a reduction in the  Uncertificated
         Principal Balances of any of the REMIC II Y Regular Interests and REMIC II Z Regular Interests; and

                  (ii)     second, to Component II of the Class R Certificates, any remaining amounts.

         REMIC II Interest: The REMIC II Regular Interests and Component II of the Class R Certificates.

         REMIC II Net Deferred  Interest:  Net Deferred Interest  for Sub-Loan  Group II-1 for any Distribution Date shall be allocated
to REMIC II Regular  Interest Z-1 in reduction of the portion of the  Uncertificated  Accrued  Interest  thereon  distributable  on the
related  Distribution  Date and shall  result in an  increase in the  Uncertificated  Principal  Balance  thereof to the extent of such
reduction.  Net Deferred  Interest  for Sub-Loan  Group II-2 for any Distribution  Date shall be allocated to REMIC II Regular Interest
Z-2 in reduction of the portion of the  Uncertificated  Accrued Interest thereon  distributable  on the related  Distribution  Date and
shall result in an increase in the Uncertificated Principal Balance thereof to the extent of such reduction.

         REMIC II Realized  Losses:  For any  Distribution  Date,  Realized Losses on the Group II Mortgage Loans shall be allocated to
the REMIC II Regular  Interests  Y-1,  Y-2,  Z-1 and Z-2 as  follows:  (1) The  interest  portion of Realized  Losses and Net  Interest
Shortfalls  on the Sub-Loan  Group II-1 Loans,  if any,  shall be allocated  between  REMIC II Regular  Interests  Y-1 and Z-1 pro rata
according to the amount of interest accrued but unpaid thereon,  in reduction thereof;  and (2) the interest portion of Realized Losses
and Net Interest  Shortfalls on the Sub-Loan Group II-2 Loans,  if any, shall be allocated  between REMIC II Regular  Interests Y-2 and
Z-2 pro rata  according to the amount of interest  accrued but unpaid  thereon,  in  reduction  thereof.  Any interest  portion of such
Realized  Losses in excess of the amount  allocated  pursuant to the  preceding  sentence  shall be treated as a  principal  portion of
Realized  Losses not  attributable to any specific  Mortgage Loan in such Loan Group or Sub-Loan  Group,  as applicable,  and allocated
pursuant to the succeeding  sentences.  The principal  portion of Realized  Losses with respect to the Group II Mortgage Loans shall be
allocated to the REMIC II Regular  Interests as follows:  (1) the principal portion of Realized Losses on the Sub-Loan Group II-1 Loans
shall be allocated,  first, to REMIC II Regular Interest Y-1 to the extent of the REMIC II Y-1 Principal  Reduction Amount in reduction
of the  Uncertificated  Principal  Balance of such Regular Interest and, second,  the remainder,  if any, of such principal  portion of
such  Realized  Losses shall be  allocated to REMIC II Regular  Interest  Z-1 in  reduction  of the  Uncertificated  Principal  Balance
thereof;  and (2) the principal  portion of Realized  Losses on the Sub-Loan  Group II-2 Loans shall be allocated,  first,  to REMIC II
Regular  Interest  Y-2 to the extent of the REMIC II Y-2  Principal  Reduction  Amount in  reduction  of the  Uncertificated  Principal
Balance of such Regular  Interest and,  second,  the  remainder,  if any, of such  principal  portion of such Realized  Losses shall be
allocated to REMIC II Regular Interest Z-2 in reduction of the  Uncertificated  Principal Balance thereof.  For any Distribution  Date,
reductions in the  Uncertificated  Principal  Balances of each REMIC II Y Regular Interest and REMIC II Z Regular Interest  pursuant to
this  definition of Realized Loss shall be determined,  and shall be deemed to occur,  prior to any  reductions of such  Uncertificated
Principal Balances by distributions on such Distribution Date.

                                                                 48


         REMIC II Regular  Interest:  Any of the  separate  non-certificated  beneficial  ownership  interests in REMIC II set forth in
Section 5.01(c)  and issued  hereunder and designated as a "regular  interest" in REMIC II. Each REMIC II Regular Interest shall accrue
interest  at the  Uncertificated  Pass-Through  Rate  specified  for such REMIC II Regular  Interest in  Section 5.01(c),  and shall be
entitled to  distributions  of  principal,  subject to the terms and  conditions  hereof,  in an aggregate  amount equal to its initial
Uncertificated  Principal Balance as set forth in  Section 5.01(c).  The designations for the respective REMIC II Regular Interests are
set forth in Section 5.01(c).

         REMIC II Regular  Interest Y-1: The  uncertificated  undivided  beneficial  interest in REMIC II which  constitutes a REMIC II
Regular Interest and is entitled to distributions as set forth herein.

         REMIC II Regular  Interest Y-2: The  uncertificated  undivided  beneficial  interest in REMIC II which  constitutes a REMIC II
Regular Interest and is entitled to distributions as set forth herein.

         REMIC II Regular  Interest Z-1: The  uncertificated  undivided  beneficial  interest in REMIC II which  constitutes a REMIC II
Regular Interest and is entitled to distributions as set forth herein.

         REMIC II Regular  Interest Z-2: The  uncertificated  undivided  beneficial  interest in REMIC II which  constitutes a REMIC II
Regular Interest and is entitled to distributions as set forth herein.

         REMIC  II Y  Principal  Reduction  Amounts:  For any  Distribution  Date the  amounts  by which the  Uncertificated  Principal
Balances of REMIC II Regular  Interests  Y-1 and Y-2,  respectively,  will be reduced on such  Distribution  Date by the  allocation of
REMIC II Realized Losses and the distribution of principal, determined as follows:

         First,  for each of Sub-Loan  Group II-1 and  Sub-Loan  Group II-2,  determine  the  weighted  average of the Net Rates of the
Mortgage Loans in such Sub-Loan Group for  distributions  of interest that will be made on the next succeeding  Distribution  Date (the
"Group Interest Rate" for such Sub-Loan Group).  The REMIC II Y Principal  Reduction Amounts for REMIC II Regular Interests Y-1 and Y-2
will be determined  pursuant to the "Generic  solution for the REMIC II Y Regular  Interests" set forth below (the "Generic  Solution")
by making the following identifications among the Sub-Loan Groups and their related REMIC II Regular Interests:

                                                                 49


                  A.       Determine  which Sub-Loan  Group has the lower Group  Interest Rate.  That Sub-Loan Group will be identified
with Sub-Loan  Group AA and the REMIC II Regular  Interests  related to that Sub-Loan Group will be  respectively  identified  with the
REMIC II Regular  Interests  YAA and ZAA.  The Group  Interest  Rate for that  Sub-Loan  Group will be  identified  with J%. If the two
Sub-Loan Groups have the same Group Interest Rate pick one for this purpose,  subject to the  restriction  that each Sub-Loan Group may
be picked only once in the course of any such selections pursuant to paragraphs A and B of this definition.

                  B.       Determine  which Sub-Loan  Group has the higher Group Interest Rate.  That Sub-Loan Group will be identified
with Sub-Loan  Group BB and the REMIC II Regular  Interests  related to that Sub-Loan Group will be  respectively  identified  with the
REMIC II Regular  Interests  YBB and ZBB.  The Group  Interest  Rate for that  Sub-Loan  Group will be  identified  with K%. If the two
Sub-Loan  Groups have the same Group  Interest Rate the Sub-Loan  Group not selected  pursuant to paragraph A, above,  will be selected
for purposes of this paragraph B.

         Second,  apply  the  Generic  Solution  set forth  below to  determine  the REMIC II Y  Principal  Reduction  Amounts  for the
Distribution Date using the identifications made above.

         Generic  Solution  for the REMIC II Y  Principal  Reduction  Amounts:  For any  Distribution  Date,  the  amounts by which the
Uncertificated  Principal Balances of REMIC II Regular Interests YAA and ZAA,  respectively,  will be reduced on such Distribution Date
by the allocation of REMIC II Realized Losses and the distribution of principal, determined as follows:

         J% and K% represent the interest rates on Sub-Loan Group AA and Sub-Loan Group BB, respectively, and  J% < K%.

         For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:

                  PJB =    the aggregate  Stated  Principal  Balance of the Mortgage  Loans of Sub-Loan  Group  AA minus the  aggregate
Certificate  Principal  Balance of the related Group II Senior  Certificates  after the allocation of Realized Losses and distributions
of principal on such Distribution Date.

                  PKB =    the aggregate  Stated  Principal  Balance of the Mortgage  Loans of Sub-Loan  Group  AA minus the  aggregate
Certificate  Principal  Balance of the related Group II Senior  Certificates  after the allocation of Realized Losses and distributions
of principal on such Distribution Date.

                  R =      the Class CB Pass-Through Rate = (J%PJB + K%PKB)/(PJB + PKB)

                                                                 50


                  Yj =     the REMIC II  Regular  Interest  YAA  Uncertificated  Principal  Balance  after the  allocation  of REMIC II
Realized Losses and distributions on the prior Distribution Date.

                  Yk =     the REMIC II  Regular  Interest  YBB  Uncertificated  Principal  Balance  after the  allocation  of REMIC II
Realized Losses and distributions on the prior Distribution Date.

                  ΔYj =       the REMIC II Regular Interest YAA Principal Reduction Amount.

                  ΔYk =       the REMIC II Regular Interest YBB Principal Reduction Amount.

                  Zj =     the REMIC II Regular  Interest ZAA  Uncertificated  Principal  Balance after allocation of REMIC II Realized
Losses and REMIC II Net Deferred Interest and distributions on the prior Distribution Date.

                  Zk =     the REMIC II  Regular  Interest  ZBB  Uncertificated  Principal  Balance  after the  allocation  of REMIC II
Realized Losses and REMIC II Net Deferred Interest and distributions on the prior Distribution Date.

                  ΔZj =       the REMIC II Regular Interest ZAA Principal Reduction Amount.
                      =       ΔPj - ΔYj

                  ΔZk =       the REMIC II Regular Interest ZBB Principal Reduction Amount.
                      =       ΔPk - ΔYk

                  Pj =     the  aggregate  Uncertificated  Principal  Balance  of REMIC II  Regular  Interests  YAA and ZAA  after  the
allocation of REMIC II Realized Losses and REMIC II Net Deferred  Interest and distributions on the prior  Distribution  Date, which is
equal to the aggregate Stated Principal Balance of the Sub-Group AA Loans.

                  Pk =     the  aggregate  Uncertificated  Principal  Balance  of REMIC II  Regular  Interests  YBB and ZBB  after  the
allocation of REMIC II Realized Losses and REMIC II Net Deferred  Interest and distributions on the prior  Distribution  Date, which is
equal to the aggregate Stated Principal Balance of the Sub-Group BB Loans.

                  ΔPj =       the aggregate  principal reduction resulting on such Distribution Date on the Sub-Group AA Loans as
a result of principal  distributions  (exclusive of any amounts distributed  pursuant to clauses (c)(i) or (c)(ii) of the definition of
REMIC II Distribution  Amount) to be made and Realized Losses and Net Deferred Interest to be allocated on such  Distribution  Date, if
applicable,  which is equal to the aggregate of the REMIC II Regular  Interest YAA Principal  Reduction Amount and the REMIC II Regular
Interest ZAA Principal Reduction Amount.

                  ΔPk=        the aggregate  principal reduction resulting on such Distribution Date on the Sub-Group BB Loans as
a result of principal  distributions  (exclusive of any amounts distributed  pursuant to clauses (c)(i) or (c)(ii) of the definition of
REMIC II  Distribution  Amount) to be made and Realized  Losses and Net Deferred  Interest to be allocated on such  Distribution  Date,
which is equal to the aggregate of the REMIC II Regular  Interest YBB Principal  Reduction Amount and the REMIC II Regular Interest ZBB
Principal Reduction Amount.

                                                                 51


                  α =         .0005

                  γ =         (R - J%)/(K% - R).  γ is a  non-negative  number  unless its  denominator  is zero,  in which
event it is undefined.

                  If γ is zero, ΔYk = Yk and ΔYj = (Yj/Pj)ΔPj.

                  If γ is undefined, ΔYj = Yj, ΔYk = (Yk/Pk)ΔPk if denominator

                  In the remaining situations, ΔYk and ΔYj shall be defined as follows:


                      1.   If Yk - α(Pk - ΔPk)  => 0, Yj-  α(Pj - ΔPj) => 0, and γ (Pj - ΔPj) < (Pk
     - ΔPk), ΔYk = Yk - αγ (Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).

                      2.   If  Yk - α(Pk - ΔPk)  => 0,  Yj - α(Pj - ΔPj)  => 0, and γ (Pj - ΔPj) =>
     (Pk - ΔPk), ΔYk = Yk - α(Pk - ΔPk) and ΔYj = Yj - (α/γ)(Pk - ΔPk).

                      3.   If Yk - α(Pk - ΔPk) < 0,  Yj - α(Pj - ΔPj) => 0, and Yj - α(Pj - ΔPj) =>
     Yj - (Yk/γ), ΔYk = Yk - αγ (Pj - ΔPj) and ΔYj = Yj - α(Pj - ΔPj).

                      4.   If Yk - α(Pk - ΔPk) < 0,  Yj - (Yk/γ) => 0, and
     Yj - α(Pj - ΔPj) <= Yj - (Yk/γ), ΔYk = 0 and ΔYj = Yj - (Yk/γ).

                      5.   If Yj - α(Pj - ΔPj) < 0, Yj - (Yk/γ) < 0, and
     Yk - α(Pk - ΔPk) <= Yk - (γYj), ΔYk = Yk - (γYj) and ΔYj = 0.

                      6.   If Yj - α(Pj - ΔPj) < 0, Yk - α(Pk - ΔPk) => 0, and Yk - α(Pk - ΔPk) =>
     Yk - (γYj), ΔYk = Yk - α(Pk - ΔPk) and ΔYj = Yj - (α/γ)(Pk - ΔPk).

         The purpose of the  foregoing  definitional  provisions  together  with the related  provisions  allocating  REMIC II Realized
Losses and defining each of the REMIC II Regular  Interests  and the REMIC II Y Principal  Distribution  Amounts is to  accomplish  the
following goals in the following order of priority:

                      1.   Making the ratio of Yk to Yj equal to γ  after  taking  account of the  allocation  REMIC II  Realized
     Losses and the  distributions  that will be made through end of the Distribution Date to which such provisions relate and assuring
     that the  Principal  Reduction  Amounts  for each of the REMIC II  Regular  Interests  is  greater  than or equal to zero for such
     Distribution Date;

                      2.   Making (i) the REMIC II Regular Interest YAA  Uncertificated  Principal Balance less than or equal to 0.0005
     of the sum of the  Uncertificated  Principal  Balances  for REMIC II Regular  Interest  YAA and REMIC II Regular  Interest ZAA and
     (ii) the  REMIC II  Regular  Interest  YBB  Uncertificated  Principal  Balances  less  than or equal to  0.0005  of the sum of the
     Uncertificated  Principal  Balances for REMIC II Regular  Interest YBB and REMIC II Regular Interest ZBB in each case after giving
     effect to allocations of REMIC II Realized Losses and  distributions to be made through the end of the Distribution  Date to which
     such provisions relate; and

                                                                 52


                      3.   Making the larger of (a) the  fraction whose  numerator is Yk and whose  denominator is the sum of Yk and Zk
     and (b) the  fraction whose  numerator is Yj and whose  denominator is the sum of Yj, and Zj as large as possible while  remaining
     less than or equal to 0.0005.

In the event of a failure of the foregoing  portion of the definition of REMIC II Y Principal  Reduction  Amount to accomplish  both of
goals 1 and 2 above,  the amounts thereof should be adjusted to so as to accomplish  such goals within the requirement  that each REMIC
II Y Principal  Reduction  Amount must be less than or equal to the sum of (a) the  principal  REMIC II Realized Losses to be allocated
on the related  Distribution  Date for the related Sub-Loan Group and (b) the  remainder of the Available  Distribution  Amount for the
related Sub-Loan Group or after reduction  thereof by the  distributions to be made on such  Distribution in respect of interest on the
related REMIC II Regular  Interests,  or, if both of such goals cannot be accomplished  within such requirement,  such adjustment as is
necessary  shall be made to  accomplish  goal 1 within such  requirement.  In the event of any  conflict  among the  provisions  of the
definition  of the  REMIC II Y  Principal  Reduction  Amounts,  such  conflict  shall be  resolved  on the basis of the goals and their
priorities set forth above within the requirement set forth in the preceding sentence.

         REMIC II Y Regular Interests:  REMIC II Regular Interest Y-1 and REMIC II Regular Interest Y-2.

         REMIC II Y-1 Principal  Distribution  Amount:  For any  Distribution  Date, the excess,  if any, of the REMIC II Y-1 Principal
Reduction  Amount for such  Distribution  Date over the  principal  portion of REMIC II Realized  Losses  allocated to REMIC II Regular
Interest Y-1 on such Distribution Date.

         REMIC II Y-2 Principal  Distribution  Amount:  For any  Distribution  Date, the excess,  if any, of the REMIC II Y-2 Principal
Reduction  Amount for such  Distribution  Date over the  principal  portion of REMIC II Realized  Losses  allocated to REMIC II Regular
Interest Y-2 on such Distribution Date.

         REMIC II Z  Principal  Reduction  Amounts:  For any  Distribution  Date,  the  amounts by which the  Uncertificated  Principal
Balances of the REMIC II Z Regular  Interests will be reduced on such  Distribution  Date by the allocation of REMIC II Realized Losses
and the  distribution  of principal,  which shall be in each case the excess of (A) the sum of (x) the excess of the REMIC II Available
Distribution  Amount for the related Group (i.e. the "related  Group" for REMIC II Regular  Interest Z-1 is the Sub-Group II-1 Mortgage
Loans and the "related  Group" for REMIC II Regular  Interest Z-2 is the  Sub-Group  II-2  Mortgage  Loans) over the sum of the amounts
thereof  distributable  (i) in respect of interest on such REMIC II Z Regular  Interest and the related REMIC II Y Regular Interest and
(ii) to such REMIC II Z Regular  Interest and the related REMIC II Y Regular  Interest  pursuant to clause (c)(i) of the  definition of
"REMIC II  Distribution  Amount" and (y) the amount of REMIC II Realized  Losses  allocable to principal for the related Group over (B)
the REMIC II Y Principal Reduction Amount for the related Group.

                                                                 53


         REMIC II Z Regular Interests: REMIC II Regular Interest Z-1 and REMIC II Regular Interest Z-2.

         REMIC II Z-1 Principal  Distribution  Amount:  For any  Distribution  Date, the excess,  if any, of the REMIC II Z-1 Principal
Reduction  Amount for such  Distribution  Date over the  principal  portion of REMIC II Realized  Losses  allocated to REMIC II Regular
Interest Z-1 on such Distribution Date.

         REMIC II Z-2 Principal  Distribution  Amount:  For any  Distribution  Date, the excess,  if any, of the REMIC II Z-2 Principal
Reduction  Amount for such  Distribution  Date over the  principal  portion of REMIC II Realized  Losses  allocated to REMIC II Regular
Interest Z-2 on such Distribution Date.

         REMIC  III:  That  group of assets  contained  in the Trust  Fund  designated  as a REMIC  consisting  of the REMIC II Regular
Interests and any proceeds thereof.

         REMIC III Available  Distribution  Amount:  For any  Distribution  Date,  the amounts deemed  distributed  with respect to the
REMIC II Regular Interests pursuant to Section 6.07.

         REMIC III Distribution  Amount:  On each  Distribution  Date, the REMIC III Available  Distribution  Amount,  in the following
order of priority,  shall be distributed  by REMIC III to REMIC IV on account of the REMIC III Regular  Interests and to the Holders of
the Class R Certificates in respect of Component III thereof:

         (i)      to the extent of the portion of the REMIC III Available  Distribution Amount related to Sub-Loan Group II-1, to REMIC
IV as the holder of REMIC III Regular Interests LT5, LT6, LT7, LT8 and LT-Y1, allocated as follows:

                  (A) to REMIC  III  Regular  Interests  LT5,  LT6,  LT7,  LT8 and  LT-Y1,  pro  rata,  in an  amount  equal to (1) the
         Uncertificated  Accrued Interest for each such REMIC III Regular Interest for such  Distribution  Date reduced,  in each case,
         by any Net Deferred  Interest  allocated to such REMIC III Regular Interest for such  Distribution  Date, plus (2) any amounts
         in respect thereof remaining unpaid from previous Distribution Dates; and

                  (B) to REMIC III Regular  Interests  LT5,  LT6,  LT7,  LT8 and LT-Y1,  in an amount  equal to the  remainder  of such
         portion of the REMIC III Available  Distribution  Amount related to Sub-Loan Group II-1 after the distributions  made pursuant
         to clause (i)(A) above, allocated as follows:

                           (1) in  respect  of REMIC III  Regular  Interests  LT6,  LT7,  LT8 and  LT-Y1,  their  respective  Principal
                           Distribution Amounts;

                           (2) in respect of REMIC III Regular Interest LT5 any remainder until the  Uncertificated  Principal  Balance
                           thereof is reduced to zero;

                                                                 54


                           (3) any remainder in respect of REMIC III Regular  Interests LT6, LT7, LT8 and LT-Y1,  pro rata according to
                           their respective  Uncertificated  Principal Balances as reduced by the distributions deemed made pursuant to
                           (1) above, until their respective Uncertificated Principal Balances are reduced to zero;

         (ii)     to the extent of the portion of the REMIC III Available  Distribution Amount related to Sub-Loan Group II-2, to REMIC
IV as the holder of REMIC III Regular Interests LT9, LT10, LT11, LT12 and LT-Y2, allocated as follows:

                  (A) to REMIC III  Regular  Interests  LT9,  LT10,  LT11,  LT12 and  LT-Y2,  pro rata,  in an amount  equal to (1) the
         Uncertificated  Accrued Interest for each such REMIC III Regular Interest for such  Distribution  Date reduced,  in each case,
         by any Net Deferred  Interest  allocated to such REMIC III Regular Interest for such  Distribution  Date, plus (2) any amounts
         in respect thereof remaining unpaid from previous Distribution Dates; and

                  (B) to REMIC III Regular  Interests  LT9,  LT10,  LT11,  LT12 and LT-Y2,  in an amount equal to the remainder of such
         portion of the REMIC III Available  Distribution  Amount related to Sub-Loan Group II-2 after the distributions  made pursuant
         to clause (ii)(A) above, allocated as follows:

                           (1) in respect of REMIC III  Regular  Interests  LT10,  LT11,  LT12 and LT-Y2,  their  respective  Principal
                           Distribution Amounts;

                           (2) in respect of REMIC III Regular Interest LT9 any remainder until the  Uncertificated  Principal  Balance
                           thereof is reduced to zero;

                           (3) any remainder in respect of REMIC III Regular  Interests LT10,  LT11, LT12 and LT-Y2, pro rata according
                           to their respective  Uncertificated  Principal Balances as reduced by the distributions deemed made pursuant
                           to (1) above, until their respective Uncertificated Principal Balances are reduced to zero;

         (iii)    to the extent of amounts remaining after the distributions made pursuant to clauses (i) and (ii) above:

                  (A) first,  to each of the REMIC III Regular  Interests,  pro rata according to the amount of  unreimbursed  Realized
         Losses  allocable to principal  previously  allocated to each such REMIC III Regular  Interest,  the  aggregate  amount of any
         distributions  to the Group II Certificates as  reimbursement  of such Realized Losses on such  Distribution  Date pursuant to
         Section  6.01(b) or (c);  provided,  however,  that any  amounts  distributed  pursuant  to this  paragraph  (iii)(A)  of this
         definition of "REMIC III Distribution  Amount" shall not cause a reduction in the Uncertificated  Principal Balances of any of
         the REMIC III Regular Interests; and

                  (B)  any remaining amounts to the Holders of the Class R Certificates in respect of Component III thereof.

                                                                 55


         REMIC III Interest:  The REMIC III Regular Interests and Component III of the Class R Certificates.

         REMIC III Net Deferred  Interest:  Net Deferred  Interest for Sub-Loan Group II-1 for any Distribution Date shall be allocated
to REMIC III Regular  Interest LT5 in reduction of the portion of the  Uncertificated  Accrued  Interest  thereon  distributable on the
related  Distribution  Date and shall  result in an  increase in the  Uncertificated  Principal  Balance  thereof to the extent of such
reduction.  Net Deferred  Interest for Sub-Loan Group II-2 for any  Distribution  Date shall be allocated to REMIC III Regular Interest
LT9 in reduction of the portion of the  Uncertificated  Accrued Interest thereon  distributable  on the related  Distribution  Date and
shall result in an increase in the Uncertificated Principal Balance thereof to the extent of such reduction.

         REMIC III Principal Reduction Amounts:  For any Distribution Date, the amounts by which the Uncertificated  Principal Balances
of the REMIC III Regular  Interests will be reduced on such  Distribution Date by the allocation of REMIC III Realized Losses and REMIC
III Net Deferred Interest and the distribution of principal, determined as follows:

                  For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:

                  Y1 =     the  aggregate  Uncertificated  Principal  Balance  of  REMIC  III  Regular  Interest  LT5 and  LT-Y1  after
distributions and the allocation of REMIC III Net Deferred Interest and REMIC III Realized Losses on the prior Distribution Date.

                  Y2 =     the  Uncertificated  Principal  Balance  of REMIC  III  Regular  Interest  LT6 after  distributions  and the
allocation of REMIC III Realized Losses on the prior Distribution Date.

                  Y3 =              the Uncertificated  Principal Balance of REMIC III Regular Interest LT7 after distributions and the
allocation of REMIC III Realized Losses on the prior Distribution Date.

                  Y4 =              the Uncertificated  Principal Balance of REMIC III Regular Interest LT8 after distributions and the
allocation of REMIC III Realized Losses on the prior Distribution Date. (note:  Y3 = Y4).

                  ΔY1 =    the combined REMIC III Regular Interest LT5 Principal  Reduction Amount and REMIC III Regular Interest LT-Y1
Principal  Reduction  Amount.  Such amount shall be  allocated  first to REMIC III Regular  Interest  LT-Y1 up to the REMIC III Regular
Interest LT-Y1 Principal Reduction Amount and thereafter the remainder shall be allocated to REMIC III Regular Interest LT5.

                  ΔY2 =    the REMIC III Regular Interest LT6 Principal Reduction Amount.

                  ΔY3 =    the REMIC III Regular Interest LT7 Principal Reduction Amount.

                  ΔY4 =    the REMIC III Regular Interest LT8 Principal Reduction Amount.

                                                                 56


                  P0 =     the aggregate  Uncertificated  Principal  Balance of the REMIC III Regular  Interests LT5, LT6, LT7, LT8 and
LT-Y1  after  distributions  and the  allocation  of REMIC  III  Realized  Losses  and  REMIC III Net  Deferred  Interest  on the prior
Distribution Date.

                  P1 =     the aggregate  Uncertificated  Principal  Balance of the REMIC III Regular  Interests LT5, LT6, LT7, LT8 and
LT-Y1 after  distributions  and the  allocation  of REMIC III Realized  Losses and REMIC III Net  Deferred  Interest to be made on such
Distribution Date.

                  ΔP =     P0 - P1 = the aggregate of the REMIC III Regular  Interest LT5, LT6, LT7, LT8 and LT-Y1 Principal  Reduction
Amounts.

                  =        the aggregate of the REMIC III Net Deferred Interest and principal  portions of REMIC III Realized Losses to
be allocated to, and the principal  distributions to be made on, the Class II-1A  Certificates  and the Class II-B  Certificates and on
such  Distribution  Date  (including  distributions  of  accrued  and  unpaid  interest  on the  Class II-B-IO  Certificates  for prior
Distribution Dates).

                  R0 =     the weighted  average  (stated as a monthly rate) of the Net Rates on the Mortgage  Loans in Sub-Loan  Group
II-1 after giving effect to amounts  distributed  and REMIC III Realized  Losses and REMIC III Net Deferred  Interest  allocated on the
prior Distribution Date.

                  R1 =     the weighted  average  (stated as a monthly rate) of the Net Rates on the Mortgage  Loans in Sub-Loan  Group
II-1 after  giving  effect to amounts to be  distributed  and REMIC III  Realized  Losses  and REMIC III Net  Deferred  Interest  to be
allocated on such Distribution Date.

                  α =      (Y2 + Y3)/P0.  The initial  value of α on the Closing Date for use on the first  Distribution  Date shall be
0.0001.

                  γ0 =     the lesser of (A) the sum of (1) for all Classes of Class II-1A Certificates of the product for each
Class of (i) the monthly interest rate (as limited by the Net Cap Rate for the Class II-1A Certificates, if applicable) for such
Class applicable for distributions to be made on such Distribution Date and (ii) the aggregate Current Principal Amount for such
Class after distributions and the allocation of Realized Losses and Net Deferred Interest on the prior Distribution Date, (2) for all
Classes of Class II-B Certificates of the product for each Class of (i) the monthly interest rate (as limited by the Net Cap Rate for
the Class II-B Certificates, if applicable) for such Class applicable for distributions to be made on such Distribution Date and (ii)
the aggregate Current Principal Amount for such Class multiplied by a fraction whose numerator is the Uncertificated Principal
Balance of REMIC II Regular Interest Y-1 and whose denominator is the sum of the Uncertificated Principal Balances of REMIC II
Regular Interests Y-1 and Y-2 after distributions and the allocation of Realized Losses and Net Deferred Interest on the prior
Distribution Date and (3) the amount, if any, by which the sum of the amounts in clauses (A)(1), (2) and (3) of the definition of Γ0
exceeds S0*Q0 and (B) R0*P0.

                                                                 57


         γ1  =    the lesser of (A) the sum of (1) for all Classes of Class A-I Certificates of the product for each Class of (i) the
monthly interest rate (as limited by the Group I Net WAC Cap Rate, if applicable) for such Class applicable for distributions to be
made on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions
and the allocation of Realized Losses to be made on such Distribution Date, (2) for all Classes of Class M Certificates of the
product for each Class of (i) the monthly interest rate (as limited by the Class M Net WAC Cap Rate, if applicable) for such
Class applicable for distributions to be made on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal
Balance for such Class multiplied by a fraction whose numerator is the Uncertificated Principal Balance of REMIC II Regular Interest
Y-1 and whose denominator is the sum of the Uncertificated Principal Balances of REMIC II Regular Interests Y-1 and Y-2 after
distributions and the allocation of Realized Losses to be made on such Distribution Date and (3) the amount, if any, by which the sum
of the amounts in clauses (A)(1), (2) and (3) of the definition of Γ1 exceeds S1*Q1 and (B) R1*P1.

         Then, based on the foregoing definitions:

         ΔY1 =    ΔP - ΔY2 - ΔY3 - ΔY4;

         ΔY2 =    (α/2){( γ0R1 - γ1R0)/R0R1};

         ΔY3 =    αΔP - ΔY2; and

         ΔY4 =    ΔY3.

         if both ΔY2 and ΔY3, as so determined, are non-negative numbers.  Otherwise:

         (1)      If ΔY2, as so determined, is negative, then

         ΔY2 = 0;

         ΔY3 = α{γ1R0P0 - γ0R1P1}/{γ1R0};

         ΔY4 = ΔY3; and

         ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.

         (2)      If ΔY3, as so determined, is negative, then

         ΔY3 = 0;

         ΔY2 = α{γ1R0P0 - γ0R1P1}/{2R1R0P1 -  γ1R0};

         ΔY4 = ΔY3; and

         ΔY1 = ΔP - ΔY2 - ΔY3 - ΔY4.

         For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:

         Y5 =     the aggregate Uncertificated Principal Balance of REMIC III Regular Interests LT9 and LT-Y2 after distributions on
the prior Distribution Date.

                                                                 58

Y6 = the Uncertificated Principal Balance of REMIC III Regular Interest LT10 after distributions on the prior
Distribution Date.

Y7 = the Uncertificated Principal Balance of REMIC III Regular Interest LT11 after distributions on the prior
Distribution Date.

Y8 = the Uncertificated Principal Balance of REMIC III Regular Interest LT12 after distributions on the prior
Distribution Date (note: Y7 = Y8).

ΔY5 = the combined REMIC III Regular Interest LT9 Principal Reduction Amount and REMIC III Regular Interest LT-Y2
Principal Reduction Amounts. Such amount shall be allocated first to REMIC III Regular Interest LT-Y2 up to the REMIC III Regular
Interest LT-Y2 Principal Reduction Amount and thereafter the remainder shall be allocated to REMIC III Regular Interest LT9.

ΔY6 = the REMIC III Regular Interest LT10 Principal Reduction Amount.

ΔY7 = the REMIC III Regular Interest LT11 Principal Reduction Amount.

ΔY8 = the REMIC III Regular Interest LT12 Principal Reduction Amount.

Q0 = the aggregate Uncertificated Principal Balance of REMIC III Regular Interests LT9, LT10, LT11, LT12 and LT-Y2 after
distributions and the allocation of REMIC III Realized Losses and REMIC III Net Deferred Interest on the prior Distribution Date.

Q1 = the aggregate Uncertificated Principal Balance of REMIC III Regular Interests LT9, LT10, LT11, LT12 and LT-Y2 after
distributions and the allocation of REMIC III Realized Losses and REMIC III Net Deferred Interest to be made on such Distribution
Date.

ΔQ = Q0 - Q1 = the aggregate of the REMIC III Regular Interests LT9, LT10, LT11, LT12 and LT-Y2 Principal Reduction
Amounts.

= the aggregate of the REMIC III Net Deferred Interest and principal portions of REMIC III Realized Losses to be
allocated to, and the principal distributions to be made on, the Class II-2A-1 Certificates and the Class II-B Certificates on such
Distribution Date (including distributions of accrued and unpaid interest on the Class II-B-IO Certificates for prior Distribution
Dates).

S0 = the weighted average (stated as a monthly rate) of the Net Rates on the Mortgage Loans in Sub-Loan Group II-2 after
giving effect to amounts distributed and REMIC III Realized Losses and REMIC III Net Deferred Interest allocated on the prior
Distribution Date..

S1 = the weighted average (stated as a monthly rate) of the Net Rates on the Mortgage Loans in Sub-Loan Group II-2 after
giving effect to amounts to be distributed and REMIC III Realized Losses and REMIC III Net Deferred Interest to be allocated on such
Distribution Date.

β = (Y6 + Y7)/Q0. The initial value of β on the Closing Date for use on the first Distribution Date shall be 0.0001.


         Γ0 =     the lesser of (A) the sum of (1) for the Class II-2A-1 Certificates of the product of (i) the monthly interest rate
(as limited by the Net Rate Cap for the Class II-2A-1 Certificates, if applicable) for such Class applicable for distributions to be
made on such Distribution Date and (ii) the aggregate Current Principal Amount for such Class after distributions and the allocation
of Realized Losses and Net Deferred Interest on the prior Distribution Date, (2) for all Classes of Class II-B Certificates of the
product for each Class of (i) the monthly interest rate (as limited by the Net Rate Cap for the Class II-B Certificates, if
applicable) for such Class applicable for distributions to be made on such Distribution Date and (ii) the aggregate Current Principal
Amount for such Class multiplied by a fraction whose numerator is the Uncertificated Principal Balance of REMIC II Regular Interest
Y-2 and whose denominator is the sum of the Uncertificated Principal Balances of REMIC II Regular Interests Y-1 and Y-2 after
distributions and the allocation of Realized Losses and Net Deferred Interest on the prior Distribution Date and (3) the amount, if
any, by which the sum of the amounts in clauses (A)(1), (2) and (3) of the definition of γ0 exceeds R0*P0 and (B) S0*Q0.

         Γ1  =    the lesser of (A) the sum of (1) for all the Class II-2A-1 Certificates of the product of (i) the monthly interest
rate (as limited by the Net Rate Cap for the Class II-2A-1 Certificates, if applicable) for such Class applicable for distributions
to be made on the next succeeding Distribution Date and (ii) the aggregate Current Principal Amount for such Class after
distributions and the allocation of Realized Losses and Net Deferred Interest to be made on such Distribution Date, (2) for all
Classes of Class II-B Certificates of the product for each Class of (i) the monthly interest rate (as limited by the Net Rate Cap for
the Class II-B Certificates, if applicable) for such Class applicable for distributions to be made on the next succeeding
Distribution Date and (ii) the aggregate Current Principal Amount for such Class multiplied by a fraction whose numerator is the
Uncertificated Principal Balance of REMIC II Regular Interest Y-2 and whose denominator is the sum of the principal balances of
REMIC II Regular Interests Y-1 and Y-2 after distributions and the allocation of Realized Losses and Net Deferred interest to be made
on such Distribution Date and (3) the amount, if any, by which the sum of the amounts in clauses (A)(1), (2) and (3) of the
definition of γ1 exceeds R1*P1 and (B) S1*Q1.

         Then, based on the foregoing definitions:

         ΔY5 =    ΔQ - ΔY6 - ΔY7 - ΔY8;

         ΔY6 =    (β/2){(Γ0S1 - Γ1S0)/S0S1};

         ΔY7 =    βΔQ - ΔY6; and

         ΔY8 =    ΔY7.

         if both ΔY6 and ΔY7, as so determined, are non-negative numbers.  Otherwise:

         (1)      If ΔY6, as so determined, is negative, then

         ΔY6 = 0;

         ΔY7 = β{Γ1S0Q0 - Γ0S1Q1}/{Γ1S0};

                                                                 60


         ΔY8 = ΔY7; and

         ΔY5 = ΔQ - ΔY6 - ΔY7 - ΔY8.

         (2)      If ΔY7, as so determined, is negative, then

         ΔY7 = 0;

         ΔY6 = β{Γ1S0Q0 - Γ0S1Q1}/{2S1S0Q1 -  Γ1S0};

         ΔY8 = ΔY7; and

         ΔY5 = ΔQ - ΔY6 - ΔY7 - ΔY8.

         REMIC III Realized Losses: For any Distribution  Date,  Realized Losses on Mortgage Loans in Loan Group II for the related Due
Period shall be  allocated to the REMIC III Regular  Interests  as follows:  (1) the  interest  portion of Realized  Losses on Mortgage
Loans in Sub-Loan  Group II-1, if any, shall be allocated to REMIC III Regular  Interests  LT5, LT6, LT8 and LT-Y1,  pro rata according
to the amount of interest  accrued but unpaid  thereon,  in  reduction  thereof;  and (2) the  interest  portion of Realized  Losses on
Mortgage Loans in Sub-Loan Group II-2, if any, shall be allocated to REMIC III Regular  Interests LT9, LT10,  LT12 and LT-Y2,  pro rata
according to the amount of interest  accrued but unpaid thereon,  in reduction  thereof.  Any interest  portion of such Realized Losses
in excess of the amount  allocated  pursuant to the preceding  sentence shall be treated as a principal  portion of Realized Losses not
attributable  to any specific  Mortgage Loan and allocated  pursuant to the  succeeding  sentences.  The principal  portion of Realized
Losses on  Mortgage  Loans in Loan Group II shall be  allocated  to the REMIC III  Regular  Interests  as  follows:  (1) The  principal
portion of Realized Losses on Mortgage Loans in Sub-Loan Group II-1, if any, shall be allocated,  first, to REMIC III Regular  Interest
LT-Y1 to the extent that such losses were  allocated to REMIC II Regular  Interest Y-1 in  reduction  of the  Uncertificated  Principal
Balance thereof,  second,  to REMIC III Regular  Interests LT6, LT7 and LT8, pro rata according to their respective REMIC III Principal
Reduction Amounts to the extent thereof in reduction of the  Uncertificated  Principal Balance of such REMIC III Regular Interests and,
third,  the remainder,  if any, of such principal  portion of such Realized Losses shall be allocated to REMIC III Regular Interest LT5
in reduction of the  Uncertificated  Principal  Balance thereof;  and (2) the principal portion of Realized Losses on Mortgage Loans in
Sub-Loan  Group II-2,  if any,  shall be  allocated,  first,  to REMIC III Regular  Interest  LT-Y2 to the extent that such losses were
allocated to REMIC II Regular Interest Y-2 in reduction of the Uncertificated  Principal Balance thereof,  second, to REMIC III Regular
Interests LT10, LT11 and LT12, pro rata according to their  respective REMIC III Principal  Reduction  Amounts to the extent thereof in
reduction of the  Uncertificated  Principal  Balance of such REMIC III Regular  Interests and,  third,  the remainder,  if any, of such
principal  portion of such  Realized  Losses shall be allocated  to REMIC III Regular  Interest LT9 in reduction of the  Uncertificated
Principal Balance thereof.

         REMIC III Regular Interest:  Any of the separate  non-certificated  beneficial  ownership  interests in REMIC III set forth in
Section 5.01(c)  and issued  hereunder and  designated  as a "regular  interest" in REMIC III.  Each REMIC III Regular  Interest  shall
accrue interest at the  Uncertificated  Pass-Through Rate specified for such REMIC III Regular Interest in  Section 5.01(c),  and shall
be entitled to  distributions  of principal,  subject to the terms and conditions  hereof,  in an aggregate amount equal to its initial
Uncertificated  Principal  Balance as set forth in  Section 5.01(c).  The designations  for the respective REMIC III Regular  Interests
are set forth in Section 5.01(c).

                                                                 61


         REMIC III Regular Interest LT5 Principal  Distribution  Amount:  For any Distribution  Date, the excess,  if any, of the REMIC
III Regular  Interest LT5 Principal  Reduction Amount for such  Distribution  Date over the REMIC III Realized Losses and REMIC III Net
Deferred Interest allocated to REMIC III Regular Interest LT5 on such Distribution Date.

         REMIC III Regular Interest LT6 Principal  Distribution  Amount:  For any Distribution  Date, the excess,  if any, of the REMIC
III Regular Interest LT6 Principal  Reduction Amount for such  Distribution  Date over the REMIC III Realized Losses allocated to REMIC
III Regular Interest LT6 on such Distribution Date.

         REMIC III Regular Interest LT7 Principal  Distribution  Amount:  For any Distribution  Date, the excess,  if any, of the REMIC
III Regular Interest LT7 Principal  Reduction Amount for such  Distribution  Date over the REMIC III Realized Losses allocated to REMIC
III Regular Interest LT7 on such Distribution Date.

         REMIC III Regular Interest LT8 Principal  Distribution  Amount:  For any Distribution  Date, the excess,  if any, of the REMIC
III Regular Interest LT8 Principal  Reduction Amount for such  Distribution  Date over the REMIC III Realized Losses allocated to REMIC
III Regular Interest LT8 on such Distribution Date.

         REMIC III Regular Interest LT9 Principal  Distribution  Amount:  For any Distribution  Date, the excess,  if any, of the REMIC
III Regular  Interest LT9 Principal  Reduction Amount for such  Distribution  Date over the REMIC III Realized Losses and REMIC III Net
Deferred Interest allocated to REMIC III Regular Interest LT9 on such Distribution Date.

         REMIC III Regular Interest LT10 Principal  Distribution  Amount:  For any Distribution  Date, the excess, if any, of the REMIC
III Regular Interest LT10 Principal  Reduction Amount for such  Distribution Date over the REMIC III Realized Losses allocated to REMIC
III Regular Interest LT10 on such Distribution Date.

         REMIC III Regular Interest LT11 Principal  Distribution  Amount:  For any Distribution  Date, the excess, if any, of the REMIC
III Regular Interest LT11 Principal  Reduction Amount for such  Distribution Date over the REMIC III Realized Losses allocated to REMIC
III Regular Interest LT11 on such Distribution Date.

         REMIC III Regular Interest LT12 Principal  Distribution  Amount:  For any Distribution  Date, the excess, if any, of the REMIC
III Regular Interest LT12 Principal  Reduction Amount for such  Distribution Date over the REMIC III Realized Losses allocated to REMIC
III Regular Interest LT12 on such Distribution Date.

         REMIC III Regular Interest LT-Y1 Principal  Distribution  Amount:  For any Distribution Date, the excess, if any, of the REMIC
III Regular  Interest LT-Y1 Principal  Reduction  Amount for such  Distribution  Date over the REMIC III Realized  Losses  allocated to
REMIC III Regular Interest LT-Y1 on such Distribution Date.

                                                                 62


         REMIC III Regular Interest LT-Y2 Principal  Distribution  Amount:  For any Distribution Date, the excess, if any, of the REMIC
III Regular  Interest LT-Y2 Principal  Reduction  Amount for such  Distribution  Date over the REMIC III Realized  Losses  allocated to
REMIC III Regular Interest LT-Y2 on such Distribution Date.

         REMIC  IV:  That  group of  assets  contained  in the  Trust  Fund  designated  as a REMIC  consisting  of the REMIC I Regular
Interests and the REMIC III Regular Interests and any proceeds thereof.

         REMIC IV Available  Distribution  Amount:  For any Distribution Date, the amounts deemed distributed with respect to the REMIC
I Regular Interests and the REMIC III Regular Interests pursuant to Section 6.07.

         REMIC IV  Distribution  Amount:  For any  Distribution  Date,  the  REMIC IV  Available  Distribution  Amount  shall be deemed
distributed by REMIC IV to the holders of the  Certificates  (other than the Class R, Class R-X, Class B-IO and Class XP  Certificates)
on account of the REMIC IV Regular  Interests  (other than REMIC IV Regular  Interests  I-B-IO,  I-B-IO-P,  II-B-IO and II-B-IO-P),  to
REMIC V on  account  of  REMIC IV  Regular  Interests  I-B-IO-I,  I-B-IO-P,  II-B-IO-I  and  II-B-IO-P  and to the  holders  of Class R
Certificates in respect of Component IV thereof,  as follows:  to each REMIC IV Regular Interest in respect of  Uncertificated  Accrued
Interest thereon and the Uncertificated  Principal Balance thereof,  the amount distributed in respect of interest and principal on the
Class or Classes of  Certificates  bearing the same  designation  (with such amounts having the same character as interest or principal
with respect to the REMIC IV Regular  Interest as they have with respect to such  Certificates),  except that (1) no amount paid to any
Certificate in respect of any Basis Risk  Shortfall  Carry Forward  Amount or, in the case of the Class I-A  Certificates  or Class I-B
Certificates,  in respect of interest  accrued at a Pass-Through  Rate in excess of the Modified Net Rate Cap, shall be included in the
amount paid in respect of the  related  REMIC IV Regular  Interest  and (2) any amount  paid in respect of Basis Risk  Shortfall  Carry
Forward  Amounts and, in the case of the Class I-A and Class I-B  Certificates,  interest  accrued at a Pass-Through  Rate in excess of
the  Modified  Net Rate Cap,  shall be deemed paid with  respect to REMIC IV Regular  Interest  I-B-IO-I  or REMIC IV Regular  Interest
II-B-IO-I,  as  applicable,  in  respect of accrued  and  unpaid  interest  thereon.  Any  remaining  amount of the REMIC IV  Available
Distribution Amount shall be distributed to the holders of the Class R Certificates in respect of Component IV thereof.

         REMIC IV Interests:  The REMIC IV Regular Interests and Component IV of the Class R Certificates.

         REMIC IV Net Deferred  Interest:  Net Deferred  Interest for any Distribution  Date shall be allocated to the REMIC IV Regular
Interests  to the same extent that Net  Deferred  Interest is  allocated  to the Class of  Certificates  bearing the same  designation,
except  that any Net  Deferred  Interest  allocated  to a Class of Class I-A  Certificates  or Class I-B  Certificates  in  respect  of
interest  accrued thereon at a Pass-Through  Rate in excess of the Modified Net Rate Cap, if applicable,  shall instead be allocated to
REMIC IV Regular Interest I-B-IO-I.

                                                                 63


         REMIC IV Regular Interest:  Any of the separate  beneficial  ownership  interests in REMIC IV set forth in Section 5.01(c) and
issued  hereunder  and  designated  as a "regular  interest" in REMIC IV. Each REMIC IV Regular  Interest  (other than REMIC IV Regular
Interests  I-B-IO-I,  I-B-IO-P,  II-B-IO-I and II-B-IO-P) shall accrue interest at the Pass-Through  Rate for the Class of Certificates
bearing  the same  designation  specified  in  Section 5.01(c),  modified  as  provided  in the  footnotes  of the REMIC IV  table,  if
applicable.  REMIC IV Regular  Interest  I-B-IO-I  shall  accrue  interest  at the Class  I-B-IO  Pass-Through  Rate.  REMIC IV Regular
Interest  II-B-IO-I shall accrue interest at the Class II-B-IO  Pass-Through  Rate. REMIC IV Regular  Interests  I-B-IO-P and II-B-IO-P
shall accrue no interest.  Each REMIC IV Regular  Interest  (other than REMIC IV Regular  Interests  I-B-IO-I and  II-B-IO-I)  shall be
entitled to  distributions  of  principal,  subject to the terms and  conditions  hereof,  in an aggregate  amount equal to the Current
Principal Amount of the Class of Certificates  bearing the same designation as set forth in  Section 5.01(c).  The designations for the
respective REMIC IV Regular Interests are set forth in Section 5.01(c).

         REMIC V: That group of assets  contained in the Trust Fund  designated  as a REMIC  consisting  of REMIC IV Regular  Interests
I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P and any proceeds thereof.

         REMIC V Available  Distribution  Amount:  For any Distribution  Date, the amounts deemed  distributed with respect to REMIC IV
Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P pursuant to Section 6.07.

         REMIC V  Distribution  Amount:  For any  Distribution  Date,  the  REMIC V  Available  Distribution  Amount  shall  be  deemed
distributed  by REMIC V to the  holders of the Class  I-B-IO  Certificates  the amounts  deemed  distributed  with  respect to REMIC IV
Regular  Interests  I-B-IO-I and I-B-IO-P and to the holders of the Class II-B-IO  Certificates  the amounts  deemed  distributed  with
respect to REMIC IV Regular Interest II-B-IO-I and REMIC IV Regular Interest II-B-IO-P.

         REMIC V Interests:  The REMIC V Regular Interests and the Class R-X Certificates.

         REMIC V Regular Interests:  The separate  beneficial  ownership  interests in REMIC V set forth in Section 5.01(c)  and issued
hereunder  and  designated  as  "regular  interests"  in  REMIC  V.  The  REMIC  V  Regular  Interests  shall  accrue  interest  at the
Uncertificated  Pass-Through  Rate specified for the REMIC V Regular  Interests in  Section 5.01(c).  The  designations for the REMIC V
Regular Interests are set forth in Section 5.01(c).

         REO  Acquisition:  The acquisition by the Servicer on behalf of the Trustee for the benefit of the  Certificateholders  of any
REO Property pursuant to Section 3.15.

         REO  Disposition:  As to any REO  Property,  a  determination  by the Servicer  that it has received all  Insurance  Proceeds,
Liquidation  Proceeds,  REO Proceeds and other payments and recoveries  (including proceeds of a final sale) which the Servicer expects
to be finally recoverable from the sale or other disposition of the REO Property.

         REO Proceeds:  Proceeds, net of expenses, received in respect of any REO Property.

                                                                 64


         REO Property:  A Mortgaged Property acquired in the name of the Trust, 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(a)(iii).

         Repurchase  Price:  With  respect to any  Mortgage  Loan (or any  property  acquired  with  respect  thereto)  required  to be
repurchased by the Sponsor  pursuant to the Mortgage Loan Purchase  Agreement or Article II of this  Agreement,  an amount equal to the
excess of (i) the sum of (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),  (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,  and (c) any  costs and damages (if any)  incurred by the Trust in connection  with
any  violation of such Mortgage  Loan of any  predatory or abusive  lending laws over (ii) any portion of the  Servicing  Compensation,
Monthly Advances and advances payable to the purchaser of the Mortgage Loan.

         Repurchase  Proceeds:  The Repurchase  Price in connection  with any repurchase of a Mortgage Loan by the Sponsor 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.

         Reserve Fund:  The separate trust account created and maintained by the Trustee pursuant to Section 4.08.

         Residual Certificates:  The Class R Certificates and the Class R-X Certificates.

         Responsible  Officer:  Any  officer  assigned  to the  Corporate  Trust  Office of the  Trustee  (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 Private  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.

                                                                 65


         Sarbanes-Oxley  Act: The  Sarbanes-Oxley  Act of 2002 and the rules and regulations of the Commission  promulgated  thereunder
(including any interpretation thereof by the Commission's staff).

         Sarbanes-Oxley Certification:  As defined in Section 3.18(a)(iv).

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

         Scheduled Principal:  The principal portion of any Scheduled Payment.

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

         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 OR (2) 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
(A "PLAN") THAT 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 (THE "CODE"),  OR BY A PERSON USING "PLAN ASSETS" OF A PLAN,  UNLESS THE PROPOSED  TRANSFEREE
PROVIDES  THE TRUSTEE  WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND THE  SERVICER  AND ON WHICH THEY MAY RELY WHICH IS
SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF THIS  CERTIFICATE IS PERMISSIBLE  UNDER  APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN A NON-EXEMPT  PROHIBITED  TRANSACTION  UNDER SECTION 406 OF THE EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF 1974,  AS AMENDED,  OR
SECTION  4975 OF THE CODE AND WILL NOT  SUBJECT  THE  SERVICER  OR THE  TRUSTEE TO ANY  OBLIGATION  OR  LIABILITY  IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT.

                                                                 66


         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.

         Senior Certificates:  The Class A Certificates and the Class X Certificates.

         Servicer:  As of the Closing Date, EMC and,  thereafter,  its respective  successors in interest that meet the  qualifications
of this Agreement.

         Servicing  Criteria:  The  "servicing  criteria" set forth in Item 1122(d) of Regulation  AB, as such may be amended from time
to time.

         Servicing  Fee: As to any Mortgage Loan and a  Distribution  Date, an amount equal to the product of (i) the Stated  Principal
Amount of such Mortgage Loan as of the Due Date in the month  preceding the month in which such  Distribution  Date occurs and (ii) the
Servicing  Fee Rate,  or, in the event of any payment of interest that  accompanies  a Principal  Prepayment in full during the related
Due Period made by the  Mortgagor  immediately  prior to such  prepayment,  interest at the  related  Servicing  Fee Rate on the Stated
Principal Amount of such Mortgage Loan for the period covered by such payment of interest.

         Servicing Fee Rate:  As to any Mortgage Loan, 0.375% per annum.

         Servicing Modification: Any modification of a Mortgage Loan which is effected by the Servicer in accordance with the terms
of Section 3.01.

         Servicing  Officer:  The  President or a Vice  President  or  Assistant  Vice  President  or other  authorized  officer of the
Servicer having direct  responsibility  for the  administration of this Agreement,  and any other authorized officer of the Servicer to
whom a matter arising hereunder may be referred.

         Sponsor:  EMC, as mortgage loan seller under the Mortgage Loan Purchase Agreement.

         Startup Day:  March 30, 2007.

         Stated  Principal  Balance:  With  respect to any  Mortgage  Loan or related  REO  Property  and any  Distribution  Date,  the
Outstanding  Principal  Balance thereof as of the Cut-off 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) plus any amount by which the  Principal  Balance
thereof has been increased for Deferred  Interest  pursuant to the terms of the related Mortgage Note on or prior to such  Distribution
Date,  minus the sum of (i) the  principal  portion of the  Scheduled  Payments due with respect to such  Mortgage Loan during each Due
Period ending prior to such Distribution Date (and  irrespective of any delinquency in their payment),  (ii) all Principal  Prepayments
with respect to such Mortgage Loan received prior to or during the related  Prepayment  Period,  (iii) all Liquidation  Proceeds to the
extent applied by the Servicer as recoveries of principal in accordance  with this  Agreement with respect to such Mortgage Loan,  that
were received by the Servicer as of the close of business on the last day of the calendar month related to such  Distribution  Date and
(iv) any Realized Losses on such Mortgage Loan incurred prior to or during the preceding  calendar month. The Stated Principal  Balance
of a Liquidated Mortgage Loan shall equal zero.

                                                                 67


         Stepdown  Date:  (a) With respect to Loan Group I, the earlier to occur of (i) the  Distribution  Date on which the  aggregate
Current  Principal  Amount of the Class I-A  Certificates  has been reduced to zero and (ii) the later to occur of (x) the Distribution
Date occurring in April 2010 and (y) the first  Distribution  Date for which the aggregate  Current Principal Amount of the Subordinate
Certificates in the Loan Group I plus the related  Overcollateralization  Amount divided by the aggregate Stated  Principal  Balance of
the Group I Mortgage Loans is greater than or equal to (i) prior to the Distribution  Date in April 2013,  27.875% and (ii) on or after
the Distribution Date in April 2013,  22.300%;  or (b) with respect to Loan Group II, the earlier to occur of (i) the Distribution Date
on which the aggregate  Current  Principal  Amount of the Class II-A  Certificates has been reduced to zero and (ii) the later to occur
of (x) the Distribution  Date occurring in April 2010 and (y) the first  Distribution  Date for which the aggregate  Current  Principal
Amount of the  Subordinate  Certificates  in the Loan Group II plus the related  Overcollateralization  Amount divided by the aggregate
Stated  Principal  Balance of the Group II Mortgage  Loans is greater than or equal (i) prior to the  Distribution  Date in April 2013,
24.375% and (ii) on or after the Distribution Date in April 2013, 19.500%.

         Subcontractor:  Any vendor,  subcontractor  or other Person that is not responsible for the overall  servicing (as "servicing"
is commonly  understood by participants in the  mortgage-backed  securities market) of Mortgage Loans but performs one or more discrete
functions  identified in Item 1122(d) of Regulation AB with respect to Mortgage  Loans under the direction or authority of the Servicer
or a Subservicer.

         Sub-Group II-1 Mortgage Loans:  The Mortgage Loans identified as such on the Mortgage Loan Schedule.


         Sub-Group II-1 Principal Distribution Amount:  With respect to each Distribution Date, an amount equal to the product of (i)
the Principal Funds for Loan Group II for such  Distribution  Date, plus any Extra Principal  Distribution  Amount with respect to Loan
Group II for such Distribution Date, minus any Group II  Overcollateralization  Release Amount for such Distribution Date, and (ii) the
Principal Funds for Sub-Loan Group II-1 for such  Distribution  Date over the Principal  Funds for Loan Group II for such  Distribution
Date.


         Sub-Group II-2 Mortgage Loans:  The Mortgage Loans identified as such on the Mortgage Loan Schedule.

                                                                 68


         Sub-Group II-2 Principal  Distribution  Amount:  With respect to each Distribution Date, an amount equal to the product of (i)
the Principal Funds for Loan Group II for such  Distribution  Date, plus any Extra Principal  Distribution  Amount with respect to Loan
Group II for such Distribution Date, minus any Group II  Overcollateralization  Release Amount for such Distribution Date, and (ii) the
Principal Funds for Sub-Loan Group II-2 for such  Distribution  Date over the Principal  Funds for Loan Group II for such  Distribution
Date.


         Sub-Loan Group:  Each of Sub-Loan Group II-1 and Sub-Loan Group II-2.


         Sub-Loan  Group II-1:  The group of Mortgage  Loans  designated  as  belonging  to Sub-Loan  Group II-1 on the  Mortgage  Loan
Schedule.

         Sub-Loan  Group II-2:  The group of Mortgage  Loans  designated  as  belonging  to Sub-Loan  Group II-2 on the  Mortgage  Loan
Schedule.

         Subordinate  Certificates:  With  respect to Loan Group I, the Class I-B  Certificates  and with respect to Loan Group II, the
Class II-B Certificates.

         Subsequent  Recoveries:  As of any Distribution  Date,  amounts received during the related  Prepayment Period by the Servicer
(net of any related  expenses  permitted to be reimbursed  pursuant to Section  4.02) or surplus  amounts held by the Servicer to cover
estimated  expenses  (including,  but not limited to, recoveries in respect of the  representations  and warranties made by the Sponsor
pursuant to the Mortgage Loan Purchase  Agreement)  specifically  related to a Liquidated  Mortgage Loan or the  disposition  of an REO
Property prior to the related  Prepayment  Period that resulted in a Realized Loss,  after  liquidation or disposition of such Mortgage
Loan.

         Subservicer:  Any Person that services  Mortgage Loans on behalf of the Servicer or any Subservicer and is responsible for the
performance  (whether directly or through  Subservicers or Subcontractors) of a substantial portion of the material servicing functions
required to be performed by the Servicer  under this Agreement or any  Reconstitution  Agreement that are identified in Item 1122(d) of
Regulation AB.

         Substitute  Mortgage  Loan:  A mortgage  loan  tendered to the Trust  pursuant to the  Mortgage  Loan  Purchase  Agreement  or
Section 2.04,  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 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;  (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,  (viii) which  has a Gross  Margin,
Periodic  Rate Cap and  Maximum  Lifetime  Mortgage  Rate no less than those of such  Mortgage  Loan,  has the same Index and  interval
between  Interest  Adjustment  Dates as such Mortgage  Loan, and a Minimum  Lifetime  Mortgage Rate no lower than that of such Mortgage
Loan and (ix) has a negative amortization cap of no more than that of the Mortgage Loan for which it is to be substituted.

                                                                 69


         Substitution  Adjustment  Amount:  The  amount,  if any,  required to be paid by the Sponsor to the Trustee for deposit in the
Distribution Account pursuant to Section 2.04 in connection with the substitution of a Mortgage Loan.

         Tax  Administration  and Tax Matters  Person:  The Trustee and any  successor  thereto or assignee  thereof shall serve as tax
administrator  hereunder  and as agent for the Tax  Matters  Person.  The Holder of the  largest  percentage  interest 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.

         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.

         Trigger Event:  A Group I Trigger Event or a Group II Trigger Event, as applicable.

         Trust Fund or Trust:  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:  Wells Fargo Bank, National  Association,  or its successor in interest, or any successor trustee appointed as herein
provided.

         Trustee Compensation: As defined in Section 9.05.

         Uncertificated  Accrued Interest:  With respect to any Uncertificated  Regular Interest for any Distribution Date, one month's
interest at the related  Uncertificated  Pass-Through Rate for such Distribution Date, accrued on the Uncertificated  Principal Balance
immediately prior to such Distribution Date.  Uncertificated  Accrued Interest for the Uncertificated Regular Interests shall accrue on
the basis of a 360-day year  consisting  of twelve  30-day months  except as otherwise  indicated in the  definition of the  applicable
Uncertificated  Pass-Through  Rate. For purposes of calculating the amount of  Uncertificated  Accrued Interest for the REMIC I Regular
Interests and the REMIC III Regular Interests for any Distribution Date, any Prepayment  Interest  Shortfalls and Relief Act Shortfalls
(to the extent not covered by Compensating  Interest  Payments) shall be allocated  among the REMIC I Regular  Interests,  the REMIC II
Regular Interests and the REMIC III Regular Interests,  respectively,  pro rata, based on, and to the extent of, Uncertificated Accrued
Interest,  as calculated  without  application  of this  sentence.  For purposes of calculating  the amount of  Uncertificated  Accrued
Interest for the REMIC IV Regular  Interests for any Distribution  Date, any Prepayment  Interest  Shortfalls and Relief Act Shortfalls
(to the extent not covered by  Compensating  Interest  Payments)  shall be allocated  among the REMIC IV Regular  Interests to the same
extent such amounts are allocated to the Class of Certificates bearing the same designation.

         Uncertificated  Pass-Through  Rate: The Uncertificated  REMIC I Pass-Through  Rate, the  Uncertificated  REMIC II Pass-Through
Rate, the  Uncertificated  REMIC III Pass-Through Rate, the  Uncertificated  REMIC IV Pass-Through Rate or the  Uncertificated  REMIC V
Pass-Through Rate, as applicable.  Any monthly  calculation of interest at a stated rate for the REMIC I Regular  Interests,  the REMIC
II Regular Interests,  the REMIC III Regular Interests,  REMIC IV Regular Interest I-B-IO-I, REMIC IV Regular Interest II-B-IO-I or the
REMIC V Regular Interests shall be based upon annual interest at such rate divided by twelve.

                                                                 70


         Uncertificated  Principal Balance:  The principal amount of any Uncertificated  Regular Interest outstanding as of any date of
determination. The Uncertificated Principal Balance of each REMIC Regular Interest shall never be less than zero.

         Uncertificated  Regular  Interests:  The REMIC I Regular  Interests,  the REMIC II Regular  Interests,  the REMIC III  Regular
Interests and REMIC IV Regular Interests I-B-IO-I, I-B-IO-P, II-B-IO-I and II-B-IO-P.

         Uncertificated  REMIC I Pass-Through  Rate: With respect to any  Distribution  Date and: (i) REMIC I Regular  Interest LT1 and
REMIC I Regular  Interest  LT2,  the weighted  average of the Net Rates on the  Mortgage  Loans in Loan Group I, reduced by the Maximum
Coupon Strip Rate, (ii) REMIC I Regular  Interest LT3, zero (0.00%),  (iii) REMIC I Regular Interest LT4, twice the weighted average of
the Net Rates on the Mortgage Loans in Loan Group I, reduced by twice the Maximum Coupon Strip Rate,  (iv) REMIC I Regular  Interest W,
the Maximum Coupon Strip Rate and (v) REMIC I Regular Interest I-X-I, 0.500%.

         Uncertificated  REMIC II Pass-Through  Rate: With respect to any  Distribution  Date and the REMIC II Regular  Interests,  the
pass-through rate of such REMIC II Regular Interests set forth in Section 5.01(c).

         Uncertificated  REMIC III Pass-Through  Rate: With respect to any Distribution  Date and: (i) REMIC III Regular Interests LT5,
LT6 and LT-Y1,  the weighted  average of the Net Rates on the Mortgage  Loans in Sub-Loan Group II-1,  (ii) REMIC III Regular  Interest
LT7,  zero (0.00%),  and (iii) REMIC III Regular  Interest LT8,  twice the weighted  average of the Net Rates on the Mortgage  Loans in
Sub-Loan Group II-1.  With respect to any  Distribution  Date and: (i) REMIC III Regular  Interests  LT9, LT10 and LT-Y2,  the weighted
average of the Net Rates on the Mortgage Loans in Sub-Loan Group II-2, (ii) REMIC III Regular  Interest LT11,  zero (0.00%),  and (iii)
REMIC III Regular Interest LT12, twice the weighted average of the Net Rates on the Mortgage Loans in Sub-Loan Group II-2.

         Uncertificated  REMIC IV Pass-Through  Rate: With respect to any  Distribution  Date, the  Pass-Through  Rate for the Class of
Certificates  bearing the same  designation  (with the  substitution  of the Modified Net Rate Cap in each place where the Net Rate Cap
occurs in the case of the Class I-A and Class I-B Certificates) as set forth in Section 5.01(c).

         Uninsured  Cause:  Any cause of damage to a Mortgaged  Property or related REO Property such that the complete  restoration of
such Mortgaged  Property or related REO Property is not fully  reimbursable by the hazard insurance  policies required to be maintained
pursuant to this 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 regulations),  provided
that, for purposes  solely of the Class R  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.

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         Unpaid  Realized  Loss  Amount:  With  respect  to any  Distribution  Date and any Class of Class A  Certificates  and Class B
Certificates,  the excess of (i) Applied Realized Loss Amounts  allocated to such Class over (ii) the sum of all  distributions to such
Class in reduction of such Applied  Realized Loss Amounts on all previous  Distribution  Dates.  Any amounts  distributed to a Class of
Certificates in respect of any Unpaid Realized Loss Amount will not be applied to reduce the Current Principal Amount of such Class.

                                                               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 due and  principal  received with respect to the
Mortgage Loans after the Cut-off Date but excluding any payments of 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  Custodial  Account,
(iii) such  assets relating to the Mortgage Loans as from time to time may be held by the Trustee in the  Distribution  Account and the
Reserve Fund for the benefit of the Offered  Certificates,  the Class II-B-6  Certificates and the related Class B-IO Certificates,  as
applicable,  (iv) such  assets  relating  to the Group I  Mortgage  Loans as from time to time may be held by the  Trustee in the Final
Maturity  Reserve  Account  and such  assets  relating  to the  Mortgage  Loans as from time to time may be held by the  Trustee in the
Adjustable Rate  Supplemental  Fund for the benefit of the Group I Certificates  (other than the Class X Certificates) and the Group II
Certificates,  as  applicable,  (v) any REO  Property,  (vi) 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),  (vii) the  Mortgage Loan Purchase  Agreement to
the extent  provided in Section  2.03(a),  (viii)  such  assets as shall from time to time be credited or are  required by the terms of
this  Agreement  to be  credited  to any of the  Accounts  and (ix) any  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.

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         (b)      In connection with the above transfer and assignment,  the Sponsor hereby deposits with the Trustee or the Custodian,
as its agent, 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,  in blank,  and in each 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 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 a MOM Loan, 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 "Wells  Fargo 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,  Tennessee,  South  Carolina,  Mississippi  and Florida,  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,  if  available,  or a copy  thereof,  or,  in the event  that such  original  title  insurance  policy is
unavailable, a photocopy thereof, or in lieu thereof, a current lien search on the related Mortgaged Property, and

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

                                                                 73


provided,  however,  that in lieu of the foregoing,  the Depositor may deliver the following  documents,  under the  circumstances  set
forth below:  (w) in lieu of the original  Security  Instrument,  assignments to the Trustee or intervening  assignments  thereof which
have been delivered,  are being delivered or will, upon receipt of recording  information  relating to the Security Instrument required
to be included  thereon,  be delivered to recording offices for recording and have not been returned to the Depositor in time to permit
their delivery as specified  above,  the Depositor may deliver a true copy thereof with a certification  by the Depositor,  on the face
of such copy,  substantially  as follows:  "Certified to be a true and correct copy of the  original,  which has been  transmitted  for
recording";  (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;  and (y) the Depositor shall not be required to deliver  intervening
assignments  or Mortgage Note  endorsements  between the Sponsor 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 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 Custodial  Account
on the Closing Date.  The Depositor  shall deliver 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 Sponsor,  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
Sponsor and its successor and assigns;  provided,  however, that each assignment shall be submitted for recording by the Sponsor 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,  (ii) the occurrence of an Event of Default,  (iii) the  occurrence of a bankruptcy,  insolvency or foreclosure  relating to the
Sponsor and (iv) the occurrence of a servicing  transfer as described in Section 8.02.  Notwithstanding  the foregoing,  if the Sponsor
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 by Trustee.  (a) The Trustee (on behalf of the Trust)  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 it or the Custodian,  as its agent,  pursuant to Section 2.01,  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  Certificates.  On the Closing  Date,  with  respect to the  Mortgage
Loans,  the Custodian shall  acknowledge  with respect to each Mortgage Loan by delivery to the Depositor 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  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 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,

                                                                 74


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 Sponsor.  In accordance  with the Mortgage  Loan Purchase  Agreement the Sponsor
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  Sponsor  fails to correct or cure the defect  within such  period,  and such  defect  materially  and
adversely  affects the interests of the  Certificateholders  in the related Mortgage Loan, the Trustee or the Custodian,  as its agent,
shall  enforce the Sponsor's  obligation  pursuant to the Mortgage  Loan  Purchase  Agreement  within 90 days from the Trustee's or the
Custodian's  notification,  to purchase such  Mortgage  Loan at the  Repurchase  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)(A)  of the Code and Treasury Regulation Section
1.860G-2(a)(1),  (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury  Regulation Section  1.860G-2(a)(3) or
Treasury  Regulation  Section  1.860G-2(f)(2)  or any other  provision  that would allow a Mortgage  Loan to be treated as a "qualified
mortgage"  notwithstanding  its failure to meet the requirements of Section  860G(a)(3)(A) of the Code and Treasury  Regulation Section
1.860G-2(a)(1),  (2), (4),  (5), (6), (7) and (9), 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 Sponsor 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 Sponsor  shall not be required to purchase  such Mortgage Loan if the Sponsor
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 Sponsor 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 Sponsor 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 Sponsor  within thirty days of its receipt of the original  recorded
document.

         (b)      No later than 180 days after the Closing Date (or with respect to any Substitute  Mortgage Loan, within five Business
Days after the receipt by the Trustee or the Custodian  thereof),  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 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 Sponsor (provided,  however,
that with respect to those  documents  described in Sections  2.01(b)(iv),  (v) and (vii),  the Trustee's and  Custodian's  obligations
shall extend only to the documents actually  delivered to the Trustee or the Custodian  pursuant to such Sections).  In accordance with

                                                                 75


the Mortgage  Loan  Purchase  Agreement,  the Sponsor 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  Sponsor is unable to cure such  defect  within such
period, and if such defect materially and adversely affects the interests of the  Certificateholders  in the related Mortgage Loan, the
Trustee shall enforce the Sponsor's  obligation  under the Mortgage Loan Purchase  Agreement to provide a Substitute  Mortgage Loan (if
within two years of the Closing Date) or purchase such Mortgage Loan at the Repurchase Price;  provided,  however,  that if such defect
would cause the Mortgage  Loan to be other than a "qualified  mortgage"  as defined in  Section 860G(a)(3)(A)  of the Code and Treasury
Regulation Section  1.860G-2(a)(1),  (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation Section
1.860G-2(a)(3) or Treasury  Regulation Section  1.860G-2(f)(2) or any other provision that would allow a Mortgage Loan to be treated as
a  "qualified  mortgage"  notwithstanding  its  failure to meet the  requirements  of Section  860G(a)(3)(A)  of the Code and  Treasury
Regulation  Section  1.860G-2(a)(1),  (2), (4), (5), (6), (7) and (9), any such cure,  repurchase or substitution  must occur within 90
days from the date such breach was discovered;  provided,  further,  that if such defect relates solely to the inability of the Sponsor
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 Sponsor shall not be required to purchase
such Mortgage  Loan, if the Sponsor  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  Sponsor  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 Sponsor 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 Sponsor within thirty
days of its receipt of the original recorded document.

         (c)      In the event that a Mortgage Loan is purchased by the Sponsor in accordance with Sections  2.02(a) or (b) above,  the
Sponsor  shall remit to the Servicer the  Repurchase  Price for deposit in the  Custodial  Account and the Sponsor shall provide to the
Trustee written  notification  detailing the components of the Repurchase  Price. Upon deposit of the Repurchase Price in the Custodial
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 Sponsor 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 Sponsor,  as are  necessary to vest in the Sponsor  title to and rights under the Mortgage  Loan.  Such purchase
shall be deemed to have  occurred  on the date on which the  Repurchase  Price in  available  funds is  received  by the  Trustee.  The
Servicer  shall amend the Mortgage Loan  Schedule,  which was  previously  delivered to it by the Depositor in a form agreed to between
the Depositor and the Servicer,  to reflect such  repurchase  and shall  promptly  notify the Trustee of such amendment and the Trustee
shall  promptly  notify the Rating  Agencies  and the Servicer of such  amendment.  The  obligation  of the Sponsor to  repurchase  any
Mortgage Loan as to which such a defect in a constituent  document exists shall be the sole remedy  respecting such defect available to
the Certificateholders or to the Trustee on their behalf.

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         Section 2.03.    Assignment of Interest in the Mortgage Loan Purchase Agreement.
         (a) The  Depositor  hereby assigns to the Trustee,  on behalf of Trust for the benefit of the  certificateholders,  all of its
right,  title and interest in the Mortgage Loan Purchase  Agreement.  The  obligations of the Sponsor to substitute or  repurchase,  as
applicable,  a Mortgage Loan shall be the Trustee's and the  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 Trust 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,  the Servicer 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
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.  The  Sponsor,  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,  as applicable,  shall purchase the Mortgage Loan or any property acquired with respect thereto from the Trust; provided,
however,  that if there is a breach of any  representation  set forth in the  Mortgage  Loan  Purchase  Agreement or  Section 2.04,  as
applicable,  and the Mortgage Loan or the related property  acquired with respect thereto has been sold, then the Sponsor shall pay, in
lieu of the Repurchase  Price,  any excess of the Repurchase  Price over the Net Liquidation  Proceeds  received upon such sale. If the
Net Liquidation  Proceeds exceed the Repurchase  Price, any excess shall be paid to the Sponsor to the extent not required by law to be
paid to the  borrower.  Any such  purchase by the Sponsor  shall be made by providing an amount  equal to the  Repurchase  Price to the
Servicer for deposit in the  Custodial  Account and written  notification  detailing  the  components  of such  Repurchase  Price.  The
Sponsor  shall notify the Trustee and submit to the Trustee or the  Custodian,  as its agent,  a Request for  Release,  and the Trustee
shall  release,  or the Trustee  shall cause the Custodian to release,  to the Sponsor the related  Mortgage File and the Trustee shall
execute and deliver all  instruments of transfer or assignment  furnished to it by the Sponsor,  without  recourse,  representation  or
warranty as are  necessary to vest in the Sponsor  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 Repurchase  Price in available  funds is received by
the Trustee.  The Sponsor shall amend the Mortgage Loan Schedule to reflect such  repurchase and shall promptly  notify the Trustee and
the Rating  Agencies of such amendment.  Enforcement of the obligation of the Sponsor to purchase (or substitute a Substitute  Mortgage
Loan for) any  Mortgage  Loan or any property  acquired  with respect  thereto (or pay the  Repurchase  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.

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         (c)      In  connection  with any  repurchase  of a  Mortgage  Loan or the cure of a breach of a  representation  or  warranty
pursuant  to this  Section  2.03,  the  Sponsor  shall  promptly  furnish to the  Trustee an  officer's  certificate,  signed by a duly
authorized  officer  of the  Sponsor  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 the delivery
to the Trustee of the  Repurchase  Price for deposit  into the  Distribution  Account,  together  with copies of any Opinion of Counsel
required to be delivered  pursuant to this  Agreement and the related  Request for Release,  in which the Trustee may rely.  Solely for
purposes of the Trustee  providing an  Assessment of  Compliance,  upon receipt of such  documentation,  the Trustee shall approve such
repurchase or cure and which approval shall consist solely of the Trustee's receipt of such documentation and deposits.

         Section 2.04.    Substitution of Mortgage Loans. (a) 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,  the Sponsor may, no later than
the date by which  such  purchase  by the  Sponsor  would  otherwise  be  required,  tender to the  Trustee  (on behalf of the Trust) a
Substitute  Mortgage Loan  accompanied  by a certificate  of an authorized  officer of the Sponsor that such  Substitute  Mortgage Loan
conforms to the  requirements  set forth in the  definition of "Substitute  Mortgage  Loan" in the Mortgage Loan Purchase  Agreement or
this  Agreement,  as  applicable;  provided,  however,  that  substitution  pursuant to the Mortgage  Loan  Purchase  Agreement or this
Section 2.04,  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)(A)  of the Code and Treasury  Regulation  Section  1.860G-2(a)(1),  (2),  (4),  (5),  (6), (7) and (9),  without
reliance on the provisions of Treasury  Regulation Section  1.860G-2(a)(3) or Treasury  Regulation Section  1.860G-2(f)(2) or any other
provision  that  would  allow a  Mortgage  Loan to be  treated  as a  "qualified  mortgage"  notwithstanding  its  failure  to meet the
requirements of Section  860G(a)(3)(A) of the Code and Treasury  Regulation  Section  1.860G-2(a)(1),  (2), (4), (5), (6), (7) and (9),
any such cure or  substitution  must occur within 90 days from the date the breach was  discovered.  The Trustee or the  Custodian,  as
its agent,  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 Sponsor, in writing,  within five Business Days after receipt,  whether or not
the documents  relating to the Substitute  Mortgage Loan satisfy the  requirements  of the fourth sentence of Section  2.02(a).  Within
two  Business  Days after such  notification,  the Sponsor  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

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shall be treated for the purposes of this Agreement as if it were the payment by the Sponsor of the  Repurchase  Price for the purchase
of a Mortgage  Loan by the  Sponsor.  After such  notification  to the Sponsor  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  Sponsor.  The  Scheduled  Principal  on a Substitute  Mortgage  Loan due on the Due Date in the month of  substitution
shall be the property of the Sponsor 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 Trustee or
the Custodian as agent of the Trustee,  as applicable,  of a Request for Release for such Mortgage Loan), the Trustee or the Custodian,
as agent for the  Trustee,  shall  release to the Sponsor the  Mortgage  File related to any  Mortgage  Loan  released  pursuant to the
Mortgage Loan Purchase  Agreement or this  Section 2.04,  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 Sponsor title to
and rights under any Mortgage Loan  released  pursuant to the Mortgage Loan Purchase  Agreement or this  Section 2.04,  as  applicable.
The Sponsor shall deliver the  documents  related to the  Substitute  Mortgage Loan in accordance  with the  provisions of the Mortgage
Loan Purchase  Agreement or Sections 2.01(b) and 2.02(b),  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 such  Sections.  The  representations  and  warranties  set
forth in the  Mortgage  Loan  Purchase  Agreement  shall be deemed to have been made by the  Sponsor  with  respect to each  Substitute
Mortgage  Loan as of the date of  acceptance  of such  Mortgage  Loan by the Trustee (on behalf of the Trust).  The Sponsor shall amend
the Mortgage  Loan  Schedule to reflect  such  substitution  and shall  provide a copy of such amended  Mortgage  Loan  Schedule to the
Trustee, who shall then deliver such amended Mortgage Loan Schedule to the Rating Agencies.

         (b)      In  connection  with any  substitution  of a Mortgage  Loan or the cure of a breach of a  representation  or warranty
pursuant  to this  Section  2.04,  the  Sponsor  shall  promptly  furnish to the  Trustee an  officer's  certificate,  signed by a duly
authorized  officer  of the  Sponsor  to the  effect  that such  substitution  or cure has been made in  accordance  with the terms and
conditions  of this  Agreement  and that all  conditions  precedent to such  substitution  or cure have been  satisfied,  including the
delivery to the Trustee of the Substitution  Adjustment  Amount,  as applicable,  for deposit into the Distribution  Account,  together
with copies of any Opinion of Counsel  required to be delivered  pursuant to this  Agreement  and the related  Request for Release,  in
which the  Trustee  may rely.  Solely for  purposes  of the  Trustee  providing  an  Assessment  of  Compliance,  upon  receipt of such
documentation,  the Trustee shall approve such  substitution  or cure, as  applicable,  and which  approval shall consist solely of the
Trustee's receipt of such documentation and deposits.

         Section 2.05.    Issuance of Certificates.

         (a)      The Trustee  acknowledges  the  assignment to it (on behalf of the Trust) of the Mortgage  Loans and the other assets
comprising the Trust Fund and,  concurrently  therewith,  has signed,  and  countersigned  and delivered to the Depositor,  in exchange
therefor,  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 Certificateholders.

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         (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 II
Regular  Interests  and the other assets of REMIC  III for the benefit of the holders of the REMIC  III Interests,  the REMIC I Regular
Interests  and REMIC III Regular  Interests  and the other assets of REMIC IV for the benefit of the holders of the REMIC IV Interests,
REMIC IV Regular Interests I-B-IO-I,  I-B-IO-P,  II-B-IO-I and II-B-IO-P and the other assets of REMIC V for the benefit of the holders
of the REMIC V  Interests.  The  Trustee  acknowledges  receipt of such  Uncertificated  Regular  Interests  and such other  assets and
declares  that it holds and will hold the same in trust for the  exclusive  use and benefit of the holders of the REMIC III  Interests,
the REMIC IV Interests and the REMIC V Interests, as applicable.

         Section 2.06.    Representations  and Warranties  Concerning the Depositor.  The Depositor hereby  represents and warrants to
the Servicer and the Trustee as follows:

         (a)      the Depositor (a) is a corporation duly organized,  validly existing and in good standing under the laws of the State
of Delaware  and (b) 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);

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         (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)      immediately  prior to the transfer and assignment to the Trust, each Mortgage Note and each Mortgage were not subject
to an  assignment  or pledge,  and the  Depositor  had good and  marketable  title to, 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; and

         (h)      the  Depositor  has filed all reports  required to be filed by Section 13 or Section 15(d) of the Exchange Act during
the  preceding  twelve (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 ninety (90) days.

         Section 2.07.    Representations and Warranties of the Company and Sponsor.

         (a)      The Company hereby represents and warrants to the Trustee and the Depositor as follows, as of the Closing Date:

                  (i)      it is duly  organized 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 it in any state
in which a Mortgaged  Property  related to a Mortgage Loan 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 service the Mortgage Loans in accordance  with the terms of this Agreement and to perform any
of its other obligations  under this Agreement and any other Transaction  Documents to which it is a party in accordance with the terms
hereof;
                  (ii)     it has the full corporate  power and authority to service each EMC Mortgage  Loan,  and to execute,  deliver
and perform,  and to enter into and consummate the transactions  contemplated by this Agreement and any other Transaction  Documents to
which it is a party and has duly authorized by all necessary  corporate  action on its part the execution,  delivery and performance of
this Agreement and any other Transaction  Documents to which it is a party; and this Agreement and any other  Transaction  Documents to
which it is a party,  assuming the due  authorization,  execution and delivery  hereof by the other  parties  hereto,  constitutes  its
legal, valid and binding obligation,  enforceable  against it 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;

                                                                 81


                  (iii)    the execution and delivery of this Agreement and any other  Transaction  Documents to which it is a party by
it, the servicing of the Mortgage Loans by it under this Agreement,  the consummation of any other of the transactions  contemplated by
this Agreement and any other  Transaction  Documents to which it is a party, and the fulfillment of or compliance with the terms hereof
are in its  ordinary  course of business  and will not (A) result in a breach of any term or provision of its charter or by-laws 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 it is a party or by which it may be bound,  or (C)  constitute a violation of any statute,  order or
regulation applicable to it of any court, regulatory body,  administrative agency or governmental body having jurisdiction over it; and
it 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 its ability to perform or meet any of its obligations under this Agreement and any other Transaction
Documents to which it is a party;

                  (iv)     it is an approved  company of  conventional  mortgage loans for Fannie Mae or 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;

(v) no litigation is pending or, to the best of its knowledge,  threatened,  against it that would  materially and adversely affect the
execution,  delivery or enforceability  of this Agreement and any other Transaction  Documents to which it is a party or its ability to
service the Mortgage Loans or to perform any of its other obligations under this Agreement and any other Transaction Documents to which
it is a party in accordance with the terms hereof; and

                  (vi)     no consent,  approval,  authorization  or order of any court or governmental  agency or body is required for
its execution,  delivery and performance of, or compliance  with, this Agreement and any other  Transaction  Documents to which it is a
party or the  consummation  of the  transactions  contemplated  hereby,  or if any such consent,  approval,  authorization  or order is
required, it has obtained the same;

         (b)      The Sponsor hereby represents and warrants to the Depositor and the Trustee as follows, as of the Closing Date:

                  (i)      the Sponsor 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 and any other  Transaction  Documents to which it is a party to be conducted by the Sponsor 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 this  Agreement  and to perform any of its other  obligations  under
this Agreement and any other Transaction Documents to which it is a party in accordance with the terms hereof or thereof;

                                                                 82


                  (ii)     the Sponsor 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 any other Transaction  Documents to
which it is a party and has duly authorized by all necessary  corporate  action on the part of the Sponsor the execution,  delivery and
performance  of this  Agreement  and any  other  Transaction  Documents  to which  it is a party;  and  this  Agreement  and any  other
Transaction  Documents to which it is a party,  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 the Sponsor,  enforceable  against the Sponsor
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;

                  (iii)    the execution and delivery of this Agreement and any other  Transaction  Documents to which it is a party by
the Sponsor,  the sale of the Mortgage Loans by the Sponsor under the Mortgage Loan Purchase  Agreement,  the consummation of any other
of the transactions  contemplated by this Agreement and any other Transaction  Documents to which it is a party, and the fulfillment of
or  compliance  with the terms  hereof and thereof are in the  ordinary  course of business of the Sponsor and will not (A) result in a
breach of any term or  provision  of the charter or by-laws of the  Sponsor 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 the Sponsor is a
party or by which it may be bound, or (C) constitute a violation of any statute,  order or regulation  applicable to the Sponsor of any
court,  regulatory body,  administrative  agency or governmental body having  jurisdiction over the Sponsor;  and the Sponsor 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 the Sponsor's  ability to perform or meet any of its  obligations  under this Agreement and any other
Transaction Documents to which it is a party;

                  (iv)     the  Sponsor is an approved  seller of  conventional  mortgage  loans for Fannie Mae or 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;

                  (v)      no litigation is pending or, to the best of the Sponsor's  knowledge,  threatened,  against the Sponsor that
would materially and adversely affect the execution,  delivery or enforceability of this Agreement and any other Transaction  Documents
to which it is a party or the ability of the Sponsor to sell the Mortgage Loans or to perform any of its other  obligations  under this
Agreement and any other Transaction Documents to which it is a party in accordance with the terms hereof or thereof;

                                                                 83


                  (vi)     no consent,  approval,  authorization  or order of any court or governmental  agency or body is required for
the  execution,  delivery  and  performance  by the Sponsor  of, or  compliance  by the  Sponsor  with,  this  Agreement  and any other
Transaction  Documents to which it is a party or the consummation of the transactions  contemplated  hereby or thereby,  or if any such
consent, approval, authorization or order is required, the Sponsor has obtained the same; and

                  (vii)    as of the Closing Date, the  representations  and warranties  concerning the Mortgage Loans set forth in the
Mortgage Loan Purchase Agreement are true and correct in all material respects.

         Section 2.08.    Purposes and Powers of the Trust.

         The purpose of the common law trust, as created hereunder, is to engage in the following activities:

         (a)      acquire and hold the Mortgage Loans and the other assets of the Trust Fund and the proceeds therefrom;

         (b)      to issue the Certificates sold to the Depositor in exchange for the Mortgage Loans;

         (c)      to make payments on the Certificates;

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

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

         The Trust is hereby authorized to engage in the foregoing  activities.  The Trustee shall not cause the Trust to engage in any
activity other than in connection  with the foregoing or other than as required or authorized by the terms of this Agreement  while any
Certificate is outstanding,  and this Section 2.08 may not be amended, without the consent of the Certificateholders  evidencing 51% or
more of the aggregate voting rights of the Certificates.

                                                              ARTICLE III

                                            Administration and Servicing of Mortgage Loans

         Section 3.01.    Servicer to Act as Servicer.  The Servicer  shall service and  administer  the Mortgage  Loans in accordance
with this Agreement and with Accepted Servicing  Practices and shall have full power and authority,  acting alone, to do or cause to be
done any and all things in connection  with such  servicing and  administration  which the Servicer may deem necessary or desirable and
consistent  with the  terms of this  Agreement  and with  Accepted  Servicing  Practices  and  shall  exercise  the same  care  that it
customarily  employs for its own account.  In addition,  the Servicer  shall furnish  information  regarding the borrower  credit files
related to such Mortgage Loan to credit  reporting  agencies in compliance with the provisions of the Fair Credit Reporting Act and the
applicable  implementing  regulations.  Except as set forth in this  Agreement,  the  Servicer  shall  service  the  Mortgage  Loans in
accordance with Accepted Servicing  Practices in compliance with the servicing  provisions of the Fannie Mae Guide, which include,  but
are not limited to,  provisions  regarding the liquidation of Mortgage Loans, the collection of Mortgage Loan payments,  the payment of
taxes,  insurance and other charges,  the maintenance of hazard  insurance with a Qualified  Insurer,  the maintenance of fidelity bond
and errors and omissions insurance,  inspections,  the restoration of Mortgaged Property, the maintenance of Primary Mortgage Insurance
Policies,  insurance  claims,  and title  insurance,  management of REO Property,  permitted  withdrawals with respect to REO Property,
liquidation  reports,  and reports of foreclosures  and abandonments of Mortgaged  Property,  the transfer of Mortgaged  Property,  the
release of Mortgage Loan  Documents,  annual  statements,  and  examination  of records and  facilities.  In the event of any conflict,
inconsistency  or  discrepancy  between any of the servicing  provisions of this  Agreement and any of the servicing  provisions of the
Fannie Mae Guide, the provisions of this Agreement shall control and be binding upon the Depositor and the Servicer.

                                                                 84


         In addition, if a Mortgage Loan is in default or such default is reasonably  foreseeable,  the Servicer may also waive, modify
or vary any term of any Mortgage Loan or consent to the  postponement  of strict  compliance  with any such term or in any manner grant
indulgence to any  mortgagor,  including  without  limitation,  to (1) capitalize any amounts owing on the Mortgage Loan by adding such
amount to the outstanding  principal  balance of the Mortgage Loan, (2) defer such amounts to a later date or the final payment date of
such  Mortgage  Loan,  (3) extend the maturity of any such  Mortgage  Loan,  (4) amend the related  Mortgage Note to reduce the related
Mortgage  Rate with respect to any Mortgage  Loan (5) convert the Mortgage Rate on any Mortgage Loan from a fixed rate to an adjustable
rate or vice versa, (6) with respect to a mortgage  loan with an initial fixed rate period followed by an adjustable rate period, extend
the fixed period and reduce the  adjustable  rate period,  and/or (7) forgive the amount of any  interest  and  principal  owed by the
related Mortgagor;  provided that, in the Servicer's determination,  such waiver, modification,  postponement or indulgence: (A) is not
materially adverse to the interests of the  Certificateholders  in the aggregate on a present value basis using reasonable  assumptions
(including  taking into account any estimated  Realized Loss that might result absent such action);  and (B) does not amend the related
Mortgage Note to extend the maturity  thereof later than the date of the Latest  Possible  Maturity Date;  provided  further,  that the
Servicer shall not modify, waive or vary the term of any Mortgage Loan which is not in default or as to which default is not reasonably
foreseeable,  unless the  Servicer  delivers to the Trustee an Opinion of Counsel,  from counsel  that has a national  reputation  with
respect to taxation of REMICs, that such modification of such Mortgage Loan will not result in the imposition of taxes on or disqualify
from REMIC status any of the 2007-AR3 REMICs.

         In connection  with any such  Servicing  Modification,  the Servicer may reimburse  itself from the Trust for any  outstanding
advances or Monthly  Advances at the time of the  modification to the extent interest and principal is forgiven or Monthly Advances are
reimbursed.  Any  such  reimbursement  shall  occur  during  the  same  calendar  month  as the  Servicing  Modification,  and any such
reimbursement  will be treated as a Realized Loss which will be incurred on the Distribution  Date related to the calendar month during
which the  Servicing  Modification  occurred.  To the extent  advances,  Monthly  Advances or other  amounts  owed to the  Servicer are
capitalized, the Servicer may reimburse itself from such arrearages on a first priority basis.

                                                                 85


         The Servicer shall provide to each Mortgagor of a Mortgage Loan all payment  options listed in the related  Mortgage Note that
are  available to such  Mortgagor  with respect to such  payment,  notwithstanding  any  provision  in the related  Mortgage  Note that
explicitly  states or implies that  providing such options is optional for the servicer of such Mortgage Loan or the owner or holder of
the related Mortgage Note.

         Notwithstanding  the foregoing,  the Servicer shall not permit any  modification  with respect to any Mortgage Loan that would
both  constitute a sale or exchange of such Mortgage Loan within the meaning of  Section 1001  of the Code and any proposed,  temporary
or final regulations  promulgated  thereunder (other than in connection with a proposed  conveyance or assumption of such Mortgage Loan
that is treated as a  Principal  Prepayment  in Full) and cause any REMIC  formed  under this  Agreement  to fail to qualify as a REMIC
under the Code. Upon request,  the Trustee shall furnish the Servicer with any powers of attorney,  in substantially  the form attached
hereto as Exhibit I, and other  documents  in form as provided to it  necessary  or  appropriate  to enable the Servicer to service and
administer the related Mortgage Loans and REO Property.

         The  Trustee  shall  provide  access to the records and  documentation  in  possession  of the Trustee  regarding  the related
Mortgage  Loans and REO  Property  and the  servicing  thereof to the  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 and deliver to the Servicer any court  pleadings,  requests for  trustee's  sale or other  documents
prepared by the  Servicer as 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.

         The  Servicer  shall not waive any  Prepayment  Charge  unless:  (i) the  enforceability  thereof  shall have been  limited by
bankruptcy, insolvency,  moratorium,  receivership and other similar laws relating to creditors' rights generally, (ii) the enforcement
thereof is illegal,  or any local,  state or federal agency has threatened  legal action if the prepayment  penalty is enforced,  (iii)
the mortgage debt has been  accelerated in connection with a foreclosure or other  involuntary  payment or (iv) such waiver is standard
and  customary in servicing  similar  Mortgage  Loans and relates to a default or a reasonably  foreseeable  default and would,  in the
reasonable  judgment of the Servicer,  maximize  recovery of total proceeds taking into account the value of such Prepayment Charge and
the related Mortgage Loan. If a Prepayment  Charge is waived,  but does not meet the standards  described  above,  then the Servicer is
required to pay the amount of such waived  Prepayment  Charge by remitting  such amount to the  Depositor by the  Distribution  Account
Deposit Date.

                                                                 86


         Section 3.02.    REMIC-Related  Covenants.  For as long as  each  2007-AR3  REMIC  shall  exist,  the  Trustee  shall  act in
accordance  herewith  to assure  continuing  treatment  of such  2007-AR3  REMIC as a REMIC,  and the  Trustee  shall  comply  with any
directions of the  Depositor or the Servicer to assure such  continuing  treatment.  In  particular,  the Trustee shall not (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;  and (b) other than with respect to a  substitution  pursuant to the Mortgage  Loan
Purchase  Agreement or  Section 2.04,  as  applicable,  accept any  contribution  to any  2007-AR3  REMIC after the Startup Day without
receipt of a REMIC Opinion addressed to the Trustee.

         Section 3.03.    Monitoring of Subservicers.  (a) The Servicer shall perform all of its servicing  responsibilities hereunder
or may cause a subservicer to perform any such servicing  responsibilities  on its behalf, but the use by the Servicer of a subservicer
shall not release the Servicer from any of its obligations  hereunder and the Servicer shall remain responsible  hereunder for all acts
and omissions of each  subservicer as fully as if such acts and omissions were those of the Servicer.  Any such  subservicer  must be a
Fannie Mae approved  seller/servicer or a Freddie Mac seller/servicer in good standing and no event shall have occurred,  including but
not limited to, a change in insurance  coverage,  which would make it unable to comply with the  eligibility  requirements  for lenders
imposed by Fannie Mae or for  seller/servicers  by Freddie Mac, or which would require  notification  to Fannie Mae or Freddie Mac. The
Servicer  shall pay all fees and  expenses  of each  subservicer  from its own  funds,  and a  subservicer's  fee shall not  exceed the
Servicing Fee.

         (b)      At the cost and expense of the Servicer,  without any right of reimbursement from the Custodial Account, the Servicer
shall be entitled to terminate the rights and  responsibilities  of a subservicer and arrange for any servicing  responsibilities to be
performed by a successor  subservicer meeting the requirements in the preceding paragraph,  provided,  however,  that nothing contained
herein shall be deemed to prevent or prohibit the Servicer,  at the Servicer's  option,  from electing to service the related  Mortgage
Loans itself.  In the event that the Servicer's  responsibilities  and duties under this  Agreement are terminated  pursuant to Section
7.07, 8.01 or 10.01,  and if requested to do so by the Depositor,  the Servicer shall at its own cost and expense  terminate the rights
and  responsibilities  of each  subservicer  effective as of the date of termination of the Servicer.  The Servicer shall pay all fees,
expenses or penalties  necessary in order to terminate the rights and  responsibilities  of each  subservicer  from the  Servicer's own
funds without reimbursement from the Depositor.

         (c)      Notwithstanding  any of the provisions of this Agreement relating to agreements or arrangements  between the Servicer
and a subservicer or any reference  herein to actions taken through a subservicer  or otherwise,  the Servicer shall not be relieved of
its  obligations  to the  Depositor  and shall be obligated to the same extent and under the same terms and  conditions  as if it alone
were  servicing and  administering  the Mortgage  Loans.  The Servicer  shall be entitled to enter into an agreement with a subservicer
for  indemnification  of the Servicer by the  subservicer  and nothing  contained in this Agreement  shall be deemed to limit or modify
such indemnification.

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         (d)      Any  subservicing  agreement  and any other  transactions  or services  relating to the  Mortgage  Loans  involving a
subservicer  shall be deemed to be between such subservicer and Servicer alone, and the Depositor shall have no obligations,  duties or
liabilities with respect to such Subservicer  including no obligation,  duty or liability of Depositor to pay such  subservicer's  fees
and expenses.  For purposes of distributions and advances by the Servicer  pursuant to this Agreement,  the Servicer shall be deemed to
have received a payment on a Mortgage Loan when a subservicer has received such payment.

         Section 3.04.    Fidelity  Bond.  The  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 the Servicer's  behalf,  and covering errors and omissions in the performance of the 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
servicers.

         Section 3.05.    Power to Act;  Procedures.  The  Servicer  shall  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 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  Certificateholders  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 and Liquidation  Proceeds,  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,  as applicable;  provided,  however, that the Servicer shall not (and consistent with its responsibilities  under 3.03,
shall not permit any subservicer  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, would cause any 2007-AR3  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  Servicer  has received an Opinion of
Counsel (but not at the expense of the  Servicer)  to the effect that the  contemplated  action  would not cause any 2007-AR3  REMIC to
fail to qualify as a REMIC or result in the  imposition  of a tax upon any 2007-AR3  REMIC.  The Trustee  shall  furnish the  Servicer,
with any powers of attorney empowering the 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 this Agreement,  and the Trustee shall
execute and deliver such other  documents,  as the Servicer may request,  to enable the Servicer to service and administer the Mortgage
Loans and carry out its duties hereunder,  in each case in accordance with Accepted Servicing  Practices (and the Trustee shall have no
liability  for misuse of any such powers of attorney  by the  Servicer).  If the  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
Servicer shall join with the Trustee in the  appointment of a co-trustee  pursuant to  Section 9.11.  In the  performance of its duties
hereunder,  the Servicer shall be an independent  contractor and shall not,  except in those instances where it is taking action in the
name of the Trustee, be deemed to be the agent of the Trustee.

                                                                 88


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

         (a)      When any Mortgaged Property is conveyed by a Mortgagor,  the Servicer or subservicer,  to the extent it has knowledge
of such  conveyance,  shall enforce any due-on-sale  clause  contained in any Mortgage Note or Mortgage,  to the extent permitted under
applicable law and  governmental  regulations,  but only to the extent that such  enforcement  will not adversely  affect or jeopardize
coverage under any Primary Mortgage  Insurance  Policy.  Notwithstanding  the foregoing,  the Servicer is not required to exercise such
rights with respect to a Mortgage  Loan if the Person to whom the related  Mortgaged  Property  has been  conveyed or is proposed to be
conveyed  satisfies  the terms and  conditions  contained in the  Mortgage  Note and  Mortgage  related  thereto and the consent of the
mortgagee  under such  Mortgage  Note or Mortgage is not  otherwise so required  under such Mortgage Note or Mortgage as a condition to
such transfer.  In the event that the Servicer is prohibited by law from enforcing any such  due-on-sale  clause,  or if coverage under
any Primary  Mortgage  Insurance  Policy would be adversely  affected,  or if  nonenforcement  is otherwise  permitted  hereunder,  the
Servicer is authorized,  subject to  Section 3.06(b),  to take or enter into an assumption and modification  agreement from or with the
person to whom such  property  has been or is about to be  conveyed,  pursuant to which such person  becomes  liable under the Mortgage
Note and,  unless  prohibited by applicable  state law, the Mortgagor  remains  liable  thereon,  provided that the Mortgage Loan shall
continue to be covered  (if so covered  before the  Servicer  enters such  agreement)  by the  applicable  Primary  Mortgage  Insurance
Policy.  The  Servicer,  subject to  Section 3.06(b),  is also  authorized  with the prior  approval of the insurers  under any Primary
Mortgage  Insurance  Policy to enter into a  substitution  of  liability  agreement  with such  Person,  pursuant to which the original
Mortgagor is released  from  liability  and such Person is  substituted  as  Mortgagor  and becomes  liable  under the  Mortgage  Note.
Notwithstanding  the  foregoing,  the Servicer  shall not be deemed to be in default  under this  Section by  reason of any transfer or
assumption which the Servicer reasonably believes it is restricted by law from preventing, for any reason whatsoever.

         (b)      Subject to the Servicer's duty to enforce any due-on-sale clause to the extent set forth in  Section 3.06(a),  in any
case in which a Mortgaged  Property is to be conveyed to a Person by a  Mortgagor,  and such Person is to enter into an  assumption  or
modification  agreement or  supplement  to the  Mortgage  Note or Mortgage  which  requires  the  signature  of the  Trustee,  or if an
instrument of release  signed by the Trustee is required  releasing the Mortgagor  from liability on the Mortgage Loan, the Servicer is
authorized,  subject to the  requirements  of the  sentence  next  following,  to execute and deliver,  on behalf of the  Trustee,  the
assumption  agreement with the Person to whom the Mortgaged  Property is to be conveyed and such  modification  agreement or supplement
to the Mortgage  Note or Mortgage or other  instruments  as are  reasonable or necessary to carry out the terms of the Mortgage Note or
Mortgage or otherwise to comply with any  applicable  laws  regarding  assumptions  or the transfer of the  Mortgaged  Property to such
Person;  provided,  however,  that in connection with any such assumption,  no material term of the Mortgage Note may be changed.  Upon
receipt of  appropriate  instructions  from the Servicer in  accordance  with the  foregoing,  the Trustee  shall execute any necessary
instruments  for such  assumption  or  substitution  of  liability  delivered  to it by the  Servicer and as directed in writing by the
Servicer.  Upon the closing of the  transactions  contemplated  by such  documents,  the Servicer shall cause the originals or true and
correct copies of the assumption  agreement,  the release (if any), or the  modification or supplement to the Mortgage Note or Mortgage
to be delivered to the Trustee or the  Custodian and deposited  with the Mortgage  File for such  Mortgage  Loan.  Any fee collected by
the Servicer or such related  subservicer for entering into an assumption or  substitution  of liability  agreement will be retained by
the Servicer or such subservicer as additional servicing compensation.

                                                                 89


         Section 3.07.    Release of Mortgage  Files.  (a) Upon  becoming  aware of the payment in full of any Mortgage  Loan,  or the
receipt by the 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,  (or if the Servicer does not, the Trustee may),  promptly
furnish to the  Custodian,  on behalf of the Trustee,  two copies of a  certification  substantially  in the form of  Exhibit D  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 Custodial  Account  maintained by the Servicer pursuant to Section 4.01 have been
or will be so deposited) and shall request that the Custodian,  on behalf of the Trustee,  deliver to the 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 Servicer and the Trustee and Custodian  shall have no further  responsibility  with regard to such Mortgage  File.
Upon any such payment in full,  the 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 Custodial Account.

         In the event the  Servicer  satisfies  or releases a Mortgage  without  having  obtained  payment in full of the  indebtedness
secured  by the  Mortgage  or should it  otherwise  prejudice  any right the  Certificateholders  or the  Depositor  may have under the
Mortgage Loan  Documents,  the Servicer,  upon written demand by the Depositor or the Trustee,  shall remit within one Business Day the
then outstanding principal balance of the related Mortgage Loan by deposit thereof in the Custodial Account.

         (b)      From time to time and as  appropriate  for the  servicing or  foreclosure  of any Mortgage  Loan,  the Trustee  shall
execute such  documents as shall be prepared and  furnished  to the Trustee by the  Servicer (in a 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 the 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.  Such trust  receipt  shall  obligate the Servicer to return the Mortgage File to the Custodian on behalf of the Trustee,
when the need therefor by the 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 or to the Servicer.

                                                                 90


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

         (a)      The Servicer shall transmit to the Trustee or Custodian such documents and instruments  coming into the possession of
the Servicer from time to time as are required by the terms hereof,  to be delivered to the Trustee or  Custodian.  Any funds  received
by the Servicer in respect of any Mortgage Loan or which  otherwise are collected by the Servicer as Liquidation  Proceeds or Insurance
Proceeds  in respect of any  Mortgage  Loan shall be held for the  benefit of the  Trustee  and the  Certificateholders  subject to the
Servicer's  right to retain or withdraw from the Custodial  Account the Servicing Fee and other amounts as provided in this  Agreement.
The 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, and 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 Servicer  designated  by it. In
fulfilling such a request the 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 Servicer,  in respect of any Mortgage
Loans,  whether from the collection of principal and interest  payments or from Liquidation  Proceeds or Insurance  Proceeds,  shall be
held by the  Servicer  for and on behalf of the  Trustee  and the  Certificateholders  and shall be and remain  the sole and  exclusive
property of the Trust;  provided,  however,  that the Servicer shall be entitled to setoff against, and deduct from, any such funds any
amounts that are properly due and payable to the Servicer under this Agreement.

         Section 3.09.    Standard Hazard Insurance and Flood Insurance Policies.

         (a)      The Servicer shall cause to be maintained for each Mortgage Loan fire and hazard insurance with extended  coverage as
is  customary  in the area  where the  Mortgaged  Property  is located  in an amount  which is equal to the  lesser of (i) the  maximum
insurable value of the  improvements  securing such Mortgage Loan or (ii) the greater of (a) the outstanding  principal  balance of the
Mortgage  Loan,  and (b) the  percentage  such that the  proceeds  thereof  shall be  sufficient  to prevent the  Mortgagor  and/or the
Mortgagee  from  becoming a  co-insurer.  If the Mortgaged  Property is in an area  identified  in the Federal  Register by the Federal
Emergency  Management  Agency as being a special  flood  hazard area that has  federally-mandated  flood  insurance  requirements,  the
Servicer  will cause to be  maintained a flood  insurance  policy  meeting the  requirements  of the current  guidelines of the Federal
Insurance  Administration with a generally acceptable insurance carrier, in an amount representing  coverage not less than the least of
(i) the  outstanding  principal  balance of the Mortgage  Loan,  (ii) the maximum  insurable  value of the  improvements  securing such

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Mortgage  Loan or (iii) the maximum  amount of  insurance  which is  available  under the Flood  Disaster  Protection  Act of 1973,  as
amended.  The Servicer shall also maintain on the REO Property,  fire and hazard  insurance  with extended  coverage in an amount which
is at least equal to the maximum  insurable value of the improvements  which are a part of such property,  liability  insurance and, to
the extent  required and  available  under the Flood  Disaster  Protection  Act of 1973,  as amended,  flood  insurance in an amount as
provided  above.  It is understood and agreed that no other  additional  insurance need be required by the Servicer or the Mortgagor or
maintained  on property  acquired in respect of the  Mortgage  Loans,  other than  pursuant to the Fannie Mae Guide or such  applicable
state or federal  laws and  regulations  as shall at any time be in force and as shall  require  such  additional  insurance.  All such
policies  shall be endorsed with standard  mortgagee  clauses with loss payable to the Servicer and its  successors  and/or assigns and
shall  provide  for at least  thirty days prior  written  notice of any  cancellation,  reduction  in the amount or material  change in
coverage to the Servicer.  The Servicer shall not interfere with the  Mortgagor's  freedom of choice in selecting an insurance  carrier
or agent,  provided,  however,  that the Servicer shall not accept any such insurance  policies from  insurance  companies  unless such
companies  currently reflect a General Policy Rating in Best's Key Rating Guide currently  acceptable to Fannie Mae and are licensed to
do business in the state wherein the property subject to the policy is located.

         (b)      If the Servicer shall obtain and maintain a blanket hazard insurance policy with extended  coverage  insuring against
hazard losses on all of the Mortgage  Loans,  it shall  conclusively  be deemed to have  satisfied its  obligations as set forth in the
first sentence of  Section 3.09(a),  it being understood and agreed that such policy may contain a deductible clause, in which case the
Servicer shall, in the event that there shall not have been maintained on the related  Mortgaged  Property a policy  complying with the
first  sentence  of  Section 3.09(a)  and there  shall have been a loss which would have been  covered by such  policy,  deposit in the
Custodial Account the amount not otherwise payable under the blanket policy because of such deductible clause.

         (c)      Pursuant to Section 4.01,  any amounts collected by the Servicer, under any insurance policies (other than amounts to
be applied to the  restoration  or repair of the  property  subject to the related  Mortgage)  shall be  deposited  into the  Custodial
Account,  subject to withdrawal  pursuant to Section 4.02. Any cost incurred by the 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 Servicer pursuant to Section 4.02.

         Section 3.10.    Presentment  of Claims and  Collection of Proceeds.  The Servicer shall 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  Servicer in respect of such  policies,  bonds or contracts  shall be promptly  deposited in the  Custodial
Account upon receipt,  except that any amounts  realized that are to be applied to the repair or restoration  of the related  Mortgaged
Property 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).

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         Section 3.11.    Maintenance of the Primary Mortgage Insurance Policies.

         (a)      The Servicer shall not take, or permit any  subservicer  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 Servicer or such  subservicer,  would
have been covered  thereunder.  The Servicer  shall cause to be kept 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.  The Servicer  shall not, and shall not permit any  subservicer  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.  Any such primary  mortgage  insurance  policies
shall be issued by a Qualified Insurer.

         (b)      The  Servicer  agrees to  present,  or to cause  each  subservicer  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,  any amounts  collected by the Servicer under any Primary Mortgage  Insurance  Policies shall be deposited in
the Custodial Account, subject to withdrawal pursuant to Section 4.02.

         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 Servicer  otherwise  has  fulfilled  its  obligations  under this
Agreement,  the Trustee (or the Custodian,  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 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 Servicer from time to time.

         Section 3.13.    Realization Upon Defaulted  Mortgage Loans. The Servicer shall use its reasonable  efforts,  consistent with
the procedures  that the Servicer would use in servicing  loans for its own account and the  requirements  of the Fannie Mae Guide,  to
foreclose upon or otherwise  comparably convert the ownership of 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  pursuant to
Section 4.01. In determining the delinquency  status of any Mortgage Loan, the Servicer will use  Delinquency  Recognition  Policies as
described  to and approved by the  Depositor,  and shall revise these  policies as requested by the  Depositor  from time to time.  The
Servicer  shall use its  reasonable  efforts to realize upon  defaulted  Mortgage  Loans in such manner as will maximize the receipt of
principal  and  interest by the  Depositor,  taking into  account,  among other  things,  the timing of  foreclosure  proceedings.  The

                                                                 93


foregoing is subject to the provisions  that, in any case in which Mortgaged  Property shall have suffered  damage,  the Servicer shall
not be required to expend its own funds toward the  restoration of such property  unless it shall  determine in its discretion (i) that
such  restoration  will increase the proceeds of  liquidation  of the related  Mortgage Loan to the Depositor  after  reimbursement  to
itself for such expenses,  and (ii) that such expenses will be recoverable by the Servicer  through  Insurance  Proceeds or Liquidation
Proceeds from the related  Mortgaged  Property,  as  contemplated  in Section 4.02. The Servicer shall be responsible for all costs and
expenses  incurred  by it in any  such  proceedings  or  functions  as  advances;  provided,  however,  that it shall  be  entitled  to
reimbursement  therefor as provided in Section 4.02.  Notwithstanding  anything to the contrary  contained herein, in connection with a
foreclosure  or  acceptance  of a deed in lieu of  foreclosure,  in the event the  Servicer  has  reasonable  cause to  believe  that a
Mortgaged  Property is contaminated by hazardous or toxic substances or wastes, or if the Trustee  otherwise  requests an environmental
inspection  or review of such  Mortgaged  Property,  such an  inspection  or review is to be conducted by a qualified  inspector.  Upon
completion  of the  inspection,  the  Servicer  shall  promptly  provide the  Depositor  and the Trustee  with a written  report of the
environmental inspection.

         Section 3.14.    Compensation  for the  Servicer.  The Servicer will be entitled to the Servicing Fee and all income and gain
realized  from any  investment  of funds in the  Custodial  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
(but not  including any  Prepayment  Charges)  shall be retained by the Servicer and shall not be deposited in the  Custodial  Account.
The Servicer will be entitled to retain, as additional  compensation,  any interest incurred in connection with a Principal  Prepayment
in full or otherwise in excess of amounts required to be remitted to the  Distribution  Account (such amounts together with the amounts
specified in the first sentence of this Section 3.14, the "Servicing  Compensation") and any Excess Liquidation Proceeds.  The 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 Servicer
shall ensure that the title to such REO Property  references  this  Agreement  and the  Trustee's  capacity  hereunder  (and not in its
individual  capacity).  The Servicer,  however,  shall not be required to expend its own funds or incur other  reimbursable  charges in
connection with any foreclosure,  or attempted  foreclosure  which is not completed,  or towards the restoration of any property unless
it shall determine  (i) that such restoration  and/or foreclosure will increase the proceeds of liquidation of the Mortgage Loan to the
Certificateholders  of one or more Classes  after  reimbursement  to itself for such expenses or charges and (ii) that such expenses or
charges will be recoverable to it through Liquidation  Proceeds,  Insurance Proceeds,  or REO Proceeds  (respecting which it shall have
priority for purposes of withdrawals  from the Custodial  Account  pursuant to  Section 4.02,  whether or not such expenses and charges
are  actually  recoverable  from  related  Liquidation  Proceeds,  Insurance  Proceeds  or  REO  Proceeds).  In  the  event  of  such a
determination  by the Servicer  pursuant to this  Section 3.15(a),  the  Servicer  shall be entitled to  reimbursement  of such amounts
pursuant to  Section 4.02.  If the Servicer has knowledge that a Mortgaged  Property which the Servicer is  contemplating  acquiring in
foreclosure or by deed in lieu of foreclosure  is located within a one (1) mile radius of any site listed in the  Expenditure  Plan for
the Hazardous  Substance  Clean Up Bond Act of 1984 or other site with  environmental  or hazardous  waste risks known to the Servicer,
the Servicer  will,  prior to  acquiring  the  Mortgaged  Property,  consider  such risks and only take action in  accordance  with its
established environmental review procedures.

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         The Servicer shall,  either itself or through an agent selected by the Servicer,  manage,  conserve,  protect and operate each
REO Property in the same manner that it manages,  conserves,  protects and operates other foreclosed property for its own account,  and
in the same manner that similar  property in the same locality as the REO Property is managed,  including in accordance  with the REMIC
Provisions and in a manner that does not result in a tax on "net income from foreclosure  property"  (unless such result would maximize
the Trust Fund's  after-tax  return on such property) or cause such REO Property to fail to qualify as  "foreclosure  property"  within
the meaning of Section  860G(a)(8) of the Code.  Each  disposition  of REO Property  shall be carried out by the Servicer at such price
and upon such terms and  conditions as the Servicer  deems to be in the best  interest of the  Certificateholders.  The Servicer  shall
deposit all funds  collected and received in connection  with the  operation of any REO Property in the Custodial  Account  pursuant to
Section 4.01.

         Upon the  occurrence  of a Cash  Liquidation  or REO  Disposition,  following  the  deposit  in the  Custodial  Account of all
Insurance  Proceeds,  Liquidation  Proceeds and other payments and recoveries  referred to in the definition of "Cash  Liquidation"  or
"REO  Disposition," as applicable,  upon receipt by the Trustee of written  notification of such deposit signed by a Servicing Officer,
the Trustee or any  Custodian,  as the case may be,  shall  release to the  Servicer the related  Mortgage  File and the Trustee  shall
execute and deliver such instruments of transfer or assignment  prepared by the Servicer,  in each case without  recourse,  as shall be
necessary to vest in the Servicer or its designee,  as the case may be, the related  Mortgage Loan,  and thereafter  such Mortgage Loan
shall not be part of the Trust Fund.

         (b)      If title to any  Mortgaged  Property is acquired by the Trust Fund as an REO  Property by  foreclosure  or by deed in
lieu  of  foreclosure,  the  deed  or  certificate  of  sale  shall  be  issued  to  the  Trustee  or  to  its  nominee  on  behalf  of
Certificateholders.  Notwithstanding  any such  acquisition of title and  cancellation of the related  Mortgage Loan, such REO Property
shall (except as otherwise  expressly  provided  herein) be considered to be an Outstanding  Mortgage Loan held in the Trust Fund until
such time as the REO Property  shall be sold.  Consistent  with the  foregoing  for purposes of all  calculations  hereunder so long as
such REO  Property  shall  be  considered  to be an  Outstanding  Mortgage  Loan it shall be  assumed  that,  notwithstanding  that the
indebtedness  evidenced by the related  Mortgage  Note shall have been  discharged,  such  Mortgage  Note and the related  amortization
schedule in effect at the time of any such  acquisition  of title  (after  giving  effect to any previous  Curtailments  and before any
adjustment  thereto by reason of any  bankruptcy or similar  proceeding or any  moratorium or similar waiver or grace period) remain in
effect.  To the  extent the net income  received  during any  calendar  month is in excess of the  amount  attributable  to  amortizing
principal and accrued  interest at the related  Mortgage Rate on the related  Mortgage Loan for such calendar month,  such excess shall
be considered to be a Curtailment of the related Mortgage Loan.

                                                                 95


         (c)      If the Trust Fund  acquires any REO Property as  aforesaid  or  otherwise  in  connection  with a default or imminent
default on a Mortgage Loan,  the Servicer on behalf of the Trust Fund shall dispose of such REO Property  within three full years after
the taxable year of its  acquisition  by the Trust Fund for purposes of  Section 860G(a)(8)  of the Code (or such shorter period as may
be necessary under  applicable  state (including any state in which such property is located) law to maintain the status of any portion
of the applicable  REMIC as a REMIC under  applicable  state law and avoid taxes resulting from such property failing to be foreclosure
property  under  applicable  state law) or, at the expense of the Trust Fund,  request,  more than 60 days before the day on which such
grace period would  otherwise  expire,  an  extension  of such grace period  unless the Servicer  obtains for the Trustee an Opinion of
Counsel,  addressed to the Trustee and the Servicer,  to the effect that the holding by the Trust Fund of such REO Property  subsequent
to such period will not result in the  imposition  of taxes on  "prohibited  transactions"  as defined in  Section 860F  of the Code or
cause the applicable  REMIC to fail to qualify as a REMIC (for federal (or any  applicable  State or local) income tax purposes) at any
time that any  Certificates  are  outstanding,  in which case the Trust Fund may  continue  to hold such REO  Property  (subject to any
conditions  contained in such Opinion of Counsel).  The Servicer shall be entitled to be reimbursed from the Custodial  Account for any
costs  incurred in  obtaining  such  Opinion of Counsel,  as provided in  Section 4.02.  Notwithstanding  any other  provision  of this
Agreement,  no REO Property  acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or  otherwise  used by or
on behalf of the Trust Fund in such a manner or  pursuant  to any terms that  would (i) cause such REO  Property  to fail to qualify as
"foreclosure  property"  within the meaning of  Section 860G(a)(8)  of the Code or (ii) subject the Trust Fund to the imposition of any
federal  income taxes on the income earned from such REO Property,  including  any taxes  imposed by reason of  Section 860G(c)  of the
Code, unless the Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes.

         Section 3.16.    Annual Statement as to Compliance; Annual Certification.

         (a)      The Servicer and the Trustee shall deliver to the Depositor,  not later than March 15 of each calendar year beginning
in 2008, an Officer's  Certificate (an "Annual Statement of Compliance")  stating,  as to each signatory thereof,  that (i) a review of
the activities of each such party 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, each such party 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 cure
provisions  thereof.  Such Annual  Statement of Compliance  shall contain no  restrictions or limitations on its use. In the event that
the Servicer has delegated any servicing  responsibilities  with respect to the Mortgage Loans to a Subservicer or  Subcontractor,  the
Servicer shall cause such  Subservicer or  Subcontractor  to deliver a similar  Annual  Statement of Compliance by that  Subservicer or
Subcontractor to the Depositor and the Trustee as described above as and when required with respect to the Servicer.

                                                                 96


         (b)      With respect to the Mortgage  Loans,  by March 15th of each  calendar  year  beginning  in 2008,  the Servicer  shall
execute and deliver an Officer's  Certificate  (an "Annual  Certification")  to the  Depositor for the benefit of the Depositor and the
Depositor's  Affiliates and the officers,  directors and agents of the Depositor and the Depositor's  Affiliates,  in the form attached
hereto as Exhibit S. In the event that the Servicer has  delegated any servicing  responsibilities  with respect to the Mortgage  Loans
to a Subservicer or  Subcontractor,  the Servicer shall deliver an Annual  Certification  of the  Subservicer as described  above as to
each Subservicer as and when required with respect to the Servicer.

         (c)      Failure of the Servicer to comply with this Section 3.16 (including  with respect to the timeframes  required in this
Section)  shall be deemed an Event of Default,  and the Trustee,  at the  direction of the  Depositor,  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 the rights and obligations of the Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds  thereof  without  compensating  the Servicer for the same.  Failure of the Trustee to comply with this
Section 3.16  (including  with respect to the timeframes  required in this Section)  which failure  results in a failure to timely file
the Form 10-K shall be deemed a default which may result in the  termination of the Trustee  pursuant to Section 9.08 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 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.  This
paragraph shall supercede any other provision in this Agreement or any other agreement to the contrary.

         Section 3.17.    Assessments of Compliance and  Attestation  Reports.  The Servicer shall service and administer the Mortgage
Loans in accordance  with all applicable  requirements of the Servicing  Criteria.  Pursuant to Rules 13a-18 and 15d-18 of the Exchange
Act and Item 1122 of Regulation  AB, the  Servicer,  the Trustee and the Custodian  (each,  an "Attesting  Party") shall deliver to the
Trustee,  the Servicer and the  Depositor on or before March 15th of each  calendar  year  beginning in 2008, a report  regarding  such
Attesting Party's  assessment of compliance (an "Assessment of Compliance") with the Servicing  Criteria during the preceding  calendar
year.  The Assessment of Compliance, as set forth in Regulation AB, must contain the following:

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

         (b)      A statement by such officer,  attached as Exhibit Q-1, that such Attesting Party used the Servicing Criteria attached
as Exhibit P 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;

                                                                 97


         (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 such  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 P hereto that are indicated as
applicable to the related Attesting Party.

         On or before March 15th of each calendar  year  beginning in 2008,  each  Attesting  Party shall furnish to the 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 Servicer  shall cause any  subservicer  and each  subcontractor  determined  by it to be  "participating  in the servicing
function"  within the meaning of Item 1122 of  Regulation  AB, to deliver to the Trustee,  the Servicer and the Depositor an Assessment
of Compliance and  Attestation  Report as and when provided above along with an indication of what Servicing  Criteria are addressed in
such assessment.

         Such Assessment of Compliance,  as to any subservicer,  shall at a minimum address each of the Servicing Criteria specified on
Exhibit P hereto which are indicated as applicable to any "primary  servicer."  The Trustee shall confirm that each of the  Assessments
of Compliance  delivered to it address the Servicing  Criteria for each party as set forth on Exhibit P 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.

         Failure of the Servicer to comply with this Section 3.17 (including  with respect to the timeframes  required in this Section)
shall be deemed an Event of Default,  and the Trustee at the  direction  of the  Depositor  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 the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and
the proceeds  thereof  without  compensating  the Servicer for the same.  This paragraph  shall  supercede any other  provision in this
Agreement or any other agreement to the contrary.

                                                                 98


         The Trustee shall also provide 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 P hereto  which are  indicated  as  applicable  to the
"trustee." In addition,  the Trustee shall cause the Custodian to deliver to the Trustee,  the Servicer 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 P hereto which are indicated as applicable to a custodian.  Notwithstanding  the foregoing,  as to the Trustee and
any  Custodian,  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.

         Section 3.18.    Reports Filed with Securities and Exchange Commission.

         (a)      (i)      Within 15 days after each  Distribution  Date,  the Trustee  shall,  in  accordance  with  industry
standards,  file with the Commission via the Electronic Data Gathering and Retrieval System  ("EDGAR"),  a Distribution  Report on Form
10-D, signed by the 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)(ii) below.  Any disclosure in addition to the
Monthly  Statement  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 R to the  Trustee and the  Depositor  and  approved 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 R) or prepare any
Additional Form 10-D Disclosure absent such reporting and approval.

                  (ii)     (A) Within  five (5)  calendar  days after the  related  Distribution  Date,  (i) the  parties  set forth in
Exhibit R shall be required to provide,  pursuant to section  3.18(a)(v) below, to the Trustee and the Depositor,  to the extent known,
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.  The  Depositor  will 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.

                  (B)      After  preparing  the Form 10-D,  the Trustee shall  forward  electronically  a copy of the Form 10-D to the
Servicer,  and in the case that such Form 10-D  contains  Additional  Form 10-D  Disclosure,  to the  Servicer and the  Depositor,  for
review.  No later than two (2) Business Days prior to the 15th calendar day after the related  Distribution  Date, a senior  officer of
the Servicer in charge of the  servicing  function  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 will follow the procedures set forth in Section  3.18(a)(vi).  Promptly
(but no later than one (1) Business  Day) after filing with the  Commission,  the Trustee will make  available on its internet  website
identified  in Section  6.04 a final  executed  copy of each Form 10-D  prepared  and filed by the  Trustee.  The signing  party at the
Servicer can be contacted at  214-626-3287.  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

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shorter period that the registrant was required to file such  reports),  and (2) has been subject to such filing  requirements  for the
past 90 days.  The  Depositor  hereby  represents to the Trustee that the  Depositor  has filed all such  required  reports  during the
preceding  12 months and that it has been  subject to such filing  requirement  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 either  question  should be "no." The  Trustee  shall be  entitled  to rely on the  representations  in
Section  2.06(h)  and in any such  notice in  preparing,  executing  and/or  filing any such  report.  The  parties  to this  Agreement
acknowledge  that the  performance by the Trustee of its duties under Sections  3.18(a)(i) and (vi) related to the timely  preparation,
execution and filing of Form 10-D is contingent  upon such parties  strictly  observing all applicable  deadlines in the performance of
their duties under such  Sections.  The Trustee shall have no 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 such Form 10-D,  where such failure results from 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-D, not resulting from its own negligence, bad faith or willful misconduct.

                  (iii)    (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 R to the Trustee and the  Depositor  and approved by the  Depositor,  and the Trustee will have no duty or
liability for any failure  hereunder to determine or prepare any Additional Form 8-K Disclosure  absent such reporting (other than with
respect to when it is the  reporting  party as set forth in Exhibit  R) or prepare  any  Additional  Form 8-K  Disclosure  absent  such
reporting and approval.

                  (B)      For so long as the Trust is subject to the Exchange Act reporting requirements,  no later than 5:00 p.m. New
York City time on the 2nd  Business  Day after the  occurrence  of a  Reportable  Event (i) the parties set forth in Exhibit R shall be
required  pursuant to Section  3.18(a)(v)  below 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 will 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
will 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.

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                  (C)      After  preparing  the Form 8-K,  the  Trustee  shall  forward  electronically  a copy of the Form 8-K to the
Depositor  and the  Servicer  for review.  No later than 12:00 p.m.  New York City time on the 4th  Business  Day after the  Reportable
Event,  a senior  officer of the 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.  If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended,  the Trustee will follow the  procedures set forth in Section  3.18(a)(vi).  Promptly (but no later
than one (1) Business Day) after filing with the  Commission,  the Trustee will make available on its internet  website,  identified in
Section  6.04, a final  executed  copy of each Form 8-K prepared  and filed by the  Trustee.  The signing  party at the Servicer can be
contacted at  212-272-7525.  The parties to this  Agreement  acknowledge  that the  performance by the Trustee of its duties under this
Section  3.18(a)(iii)  related to the timely  preparation 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)(iii).  The Trustee shall have no liability for any
loss, expense,  damage,  claim arising out of or with respect to any failure to properly prepare,  execute and/or timely file such Form
8-K, where such failure results from the Trustee's  inability or failure to receive,  on a timely basis, any information from any other
party hereto  needed to prepare,  arrange for  execution or file such Form 8-K, not  resulting  from its own  negligence,  bad faith or
willful misconduct.

                  (iv)     (A)      Within  90 days  after the end of each  fiscal  year of the  Trust or such  earlier  date as may be
required by the Exchange  Act (the "10-K Filing  Deadline")  (it being  understood  that the fiscal year for the Trust ends on December
31st of each year),  commencing  in March  2008,  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  timeframes set forth in this Agreement,  (I) an annual  compliance  statement
for the Servicer and any  Subservicer,  as described  under Section 3.18,  (II)(A) the annual reports on assessment of compliance  with
Servicing Criteria for the Servicer,  each Subservicer and Subcontractor  participating in the Servicing Function,  the Trustee and the
Custodian,  as described  under Section 3.17,  and (B) if the  Servicer's,  the  Trustee's or the  Custodian's  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 the Servicer's,  the Trustee's or the Custodian's 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 the Servicer,  the Trustee 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  ("Sarbanes-Oxley  Certification")  as described in this Section  3.18(a)(iv)(D)  below. 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 R to the Trustee and the  Depositor  and
approved 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 with respect to when it is the  reporting  party as set forth in
Exhibit R) or prepare any Additional Form 10-K Disclosure absent such reporting and approval.

                                                                 101


                  (B)      No later than March 15th of each year that the Trust is subject to the Exchange Act reporting  requirements,
commencing in 2008,  (i) the parties set forth in Exhibit R shall be required to provide  pursuant to Section  3.18(a)(v)  below to the
Trustee and the Depositor,  to the extent known,  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 will be responsible  for any reasonable  fees and expenses  assessed or incurred by the Trustee
in connection with including any Additional Form 10-K Disclosure Information on Form 10-K pursuant to this Section.

                  (C)      After  preparing the Form 10-K,  the Trustee shall forward  electronically  a draft copy of the Form 10-K to
the  Depositor  and the  Servicer  for review.  No later than 12:00 p.m.  New York City time on the 4th  Business Day prior to the 10-K
Filing  Deadline,  a senior  officer  of the  Servicer  in charge of the  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)(vi).  Promptly  (but no later than one (1) Business  Day) after filing with the  Commission,  the Trustee
will make  available on its internet  website  identified in Section 6.04 a final executed copy of each Form 10-K prepared and filed by
the Trustee.  The signing party at the Servicer can be contacted at  212-272-7525.  Form 10-K  requires the  registrant to indicate (by
checking  "yes" or "no") that it "(1) has filed all reports  required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the  registrant  was required to file such  reports),  and (2) has been subject to
such filing  requirements  for the past 90 days. The Depositor  hereby  represents to the Trustee that the Depositor has filed all such
required  reports  during the  preceding 12 months and that it has been subject to such filing  requirement  for the past 90 days.  The
Depositor  shall notify the Trustee in writing,  no later than March 15th with  respect to the filing of a report on Form 10-K,  if the
answer to either  question should be "no." The Trustee shall be entitled to rely on the  representations  in Section 2.06(h) and in any
such notice in preparing,  executing and/or filing any such report.  The parties to this Agreement  acknowledge that the performance by
the Trustee of its duties under  Sections  3.18(a)(iv)  related to the timely  preparation  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,  Section 3.16 and
Section 3.17. The Trustee shall have no liability for any loss,  expense,  damage,  claim arising out of or with respect to any failure
to properly prepare and/or timely file such Form 10-K,  where such failure results from 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.  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 R of their duties under this  paragraph or to
proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.

                                                                 102


                  (D)      Each Form 10-K shall include a certification (the  "Sarbanes-Oxley  Certification")  required to be included
therewith  pursuant to the  Sarbanes-Oxley  Act. The Trustee  shall,  and the Servicer  shall cause any  subservicer  or  subcontractor
engaged by it to, provide to the Person who signs the  Sarbanes-Oxley  Certification  (the  "Certifying  Person"),  by March 10 of each
year in which the Trust is subject to the reporting  requirements of the Exchange Act and otherwise within a reasonable  period of time
upon  request,  a  certification  (each,  a "Back-Up  Certification"),  in the form  attached  hereto as Exhibit Q-1 or Exhibit Q-2, as
applicable,  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. The
senior officer of the Servicer in charge of the servicing  function shall serve as the Certifying  Person on behalf of the Trust.  Such
officer of the Certifying Person can be contacted at 212-272-7525.

                  (v)      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 in the form attached hereto as Exhibit
S, 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 R 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 (iv) above.  Each of the Trustee,  Servicer,  Sponsor,  and Depositor hereby
agree to notify and  provide to the extent  known to the  Trustee,  Servicer,  Sponsor  and the  Depositor  all  Additional  Disclosure
relating to the Trust Fund,  with respect to which such party is indicated in Exhibit R as the  responsible  party for  providing  that
information.  Within  five  Business  Days of each  Distribution  Date of each year  that the  Trust is  subject  to the  Exchange  Act
reporting  requirements,  the Depositor  shall make available to the Trustee the Group II  Significance  Estimate and the Trustee shall
use such  information to calculate the Group II Significance  Percentage.  If the Group II Significance  Percentage meets either of the
threshold  levels  detailed in Item  1115(b)(1) or 1115(b)(2) of Regulation AB, the Trustee shall deliver  written  notification to the
Depositor and the Corridor  Counterparty  to that effect,  which  notification  shall include a request that the Corridor  Counterparty
provide  Regulation  AB  information  to the  Depositor in  accordance  with the related  Corridor  Contract.  The  Depositor  shall be
obligated to obtain from the Corridor  Counterparty  any  information  required  under  Regulation AB to the extent  required under the
related  Corridor  Contract and to provide to the Trustee any  information  that may be required to be included in any Form 10-D,  Form
8-K or Form 10-K relating to such Corridor  Contract or written  notification  instructing the Trustee that such Additional  Disclosure
regarding the Corridor  Counterparty  is not necessary for such  Distribution  Date. The Servicer shall be responsible  for determining
the pool concentration applicable to any subservicer or originator at any time.

                                                                 103


                  (vi)     (A)      On or prior to January 30 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 will immediately notify
the Depositor and the Servicer.  In the case of Form 10-D and 10-K, the  Depositor,  Servicer and Trustee will 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 due to any  Additional  Disclosure  items,  the Trustee  will notify the  Depositor  and the  Servicer  and such  parties  will
cooperate to prepare any  necessary  8-KA,  10-DA or 10-KA.  Any Form 15, Form 12b-25 or any  amendment to Form 8-K, 10-D or 10-K shall
be signed by a senior  officer of the Servicer in charge of the servicing  function.  The Depositor and Servicer  acknowledge  that the
performance  by the Trustee of its duties under this Section  3.18(a)(vi)  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 Servicer and the Depositor  timely  performing
their duties under this  Section.  The Trustee shall have no 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 Forms 8-K,
10-D or 10-K,  where such failure results from 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 15, Form 12b-25 or any  amendments  to Forms 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  relating 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 will cooperate with the Depositor in connection with
any  additional  filings with respect to the Trust Fund as the  Depositor  deems  necessary  under the Exchange  Act. Fees and expenses
incurred by the Trustee in connection with this Section 3.18 shall not be reimbursable from the Trust Fund.

         (c)      In connection with the filing of any Form 10-K hereunder,  the Trustee shall sign a certification (a "Form of Back-Up
Certification  for Form 10-K  Certificate,"  substantially  in the form  attached  hereto as Exhibit Q-2) for the  Depositor  regarding
certain aspects of the Form 10-K certification  signed by the Servicer,  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.

         (d)      The Trustee  shall  indemnify  and hold  harmless  the  Depositor  and the Servicer  and 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 costs and  expenses  arising  out of or based upon a breach of the  Trustee's  obligations  under
Section 3.17 and Section 3.18 or the Trustee's negligence, bad faith or willful misconduct in connection therewith.

                                                                 104


         The Depositor  shall  indemnify and hold harmless the Trustee and the Servicer and 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 costs and expenses  arising out of or based upon a breach of the obligations of the Depositor under Section
3.16, Section 3.17 and Section 3.18 or the Depositor's negligence, bad faith or willful misconduct in connection therewith.

         The Servicer  shall  indemnify and hold harmless the Trustee and the Depositor and 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 costs and expenses  arising out of or based upon a breach of the  obligations  of the Servicer  under this
Section 3.18 or the Servicer's negligence, bad faith or willful misconduct in connection therewith.

         If the indemnification  provided for herein is unavailable or insufficient to hold harmless the Trustee,  the Depositor or the
Servicer, as applicable,  then the defaulting party, in connection with a breach of its respective  obligations under this Section 3.18
or its respective  negligence,  bad faith or willful misconduct in connection therewith,  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.

         (e)      Nothing  shall be construed  from the foregoing  subsections  (a), (b) and (c) to require the Trustee or any officer,
director  or  Affiliate  thereof to sign any Form 10-K or any  certification  contained  therein.  Furthermore,  the  inability  of the
Trustee to file a Form 10-K as a result of the lack of required  information as set forth in Section 3.16(a) or required  signatures on
such Form 10-K or any  certification  contained  therein shall not be regarded as a breach by the Trustee of any obligation  under this
Agreement.

         Failure of the Servicer to comply with this Section 3.18 (including  with respect to the timeframes  required in this Section)
shall be deemed an Event of Default,  and the Trustee at the  direction  of the  Depositor  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 the rights and obligations of the Servicer under this Agreement and in and to the Mortgage Loans and
the proceeds  thereof  without  compensating  the Servicer for the same.  This paragraph  shall  supercede any other  provision in this
Agreement or any other agreement to the contrary.

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

                                                                 105


         Section 3.19.    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.  The Trustee  agrees to monitor and notify the  Depositor  if any
continuation  statements  for such Uniform  Commercial  Code  financing  statements  need to be filed.  If directed by the Depositor in
writing,  the Trustee will file any such 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 3.20.    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 Company shall have the right to purchase such Mortgage Loan from the Trust at a price equal to the
Repurchase 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.

         (b)      In  addition,  the  Company  shall,  at its option,  purchase  any  Mortgage  Loan from the Trust for which the first
Scheduled  Payment due to the Trust after the Closing Date becomes  thirty (30) days past due;  provided,  however,  such Mortgage Loan
was purchased by the Company or one of its  affiliates  from an originator  pursuant to a loan purchase  agreement  that obligated such
seller 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);  provided,  further,  that such optional  purchase shall be exercised no later than the 270th
day after such Mortgage Loan is subject to such  originator's  repurchase  obligation.  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.

         (c)      If at any time the Company  deposits,  or remits to the Servicer (to the extent it is not the  Servicer) for deposit,
in the  Custodial  Account  the  amount  of the  Repurchase  Price  for a  Mortgage  Loan and the  Company  provides  to the  Trustee a
certification  signed by a Servicing Officer stating that the amount of such payment has been deposited in the Custodial Account,  then
the Trustee  shall  execute the  assignment  of such  Mortgage  Loan to the  Company at the  request of the Company  without  recourse,
representation  or warranty and the Company  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
Company 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.

                                                                 106



         Section 3.21.    Books and Records.

         (a)      The Servicer shall be responsible for  maintaining,  and shall maintain,  a complete set of books and records for the
Mortgage  Loans which shall be  appropriately  identified in the  Servicer's  computer  system to clearly  reflect the ownership of the
Mortgage Loans by the Trust.  In particular,  the Servicer  shall maintain in its  possession,  available for inspection by the Trustee
and shall deliver to the Trustee upon demand,  evidence of compliance with all federal,  state and local laws,  rules and  regulations.
To the extent that original  documents are not required for purposes of  realization  of  Liquidation  Proceeds or Insurance  Proceeds,
documents  maintained  by the Servicer  may be in the form of  microfilm  or  microfiche  or such other  reliable  means of  recreating
original  documents,  including,  but not limited to, optical imagery techniques so long as the Servicer complies with the requirements
of Accepted Servicing Practices.

         (b)      The Servicer  shall  maintain  with respect to each  Mortgage  Loan and shall make  available  for  inspection by the
Trustee the related  servicing file during the time such Mortgage Loan is subject to this  Agreement and thereafter in accordance  with
applicable law.

         (c)      Payments on the Mortgage  Loans,  including any payoffs,  made in accordance  with the related  Mortgage File will be
entered in the  Servicer's set of books and records no more than two Business Days after receipt and  identification,  and allocated to
principal or interest as specified in the related Mortgage File.

         Section 3.22.    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 is to facilitate  compliance by
the Sponsor,  the Trustee and the Depositor 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 in writing,  as agreed to and executed by the parties hereto,  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 Sponsor,  the Trustee or the  Depositor  for delivery of  additional  or different
information  as the Sponsor,  the Trustee or the Depositor  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 parties'  obligations as are
necessary to accommodate evolving interpretations of the provisions of Regulation AB.


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                                                              ARTICLE IV

                                                               Accounts

         Section 4.01.    Custodial  Account.  (a) The Servicer shall segregate and hold all funds collected and received  pursuant to
each  Mortgage  Loan  separate  and apart from any of its own funds and general  assets and shall  establish  and  maintain one or more
Custodial  Accounts  held in trust for the  Certificateholders.  Each  Custodial  Account shall be an Eligible  Account.  The Custodial
Account  shall be  maintained  as a  segregated  account,  separate  and apart from  trust  funds  created  for  mortgage  pass-through
certificates of other series,  and the other accounts of the Servicer.  Each Custodial  Account shall be reconciled  within  forty-five
(45) days after each bank statement cut-off date.

         Within two (2) Business Days of receipt and  identification,  except as otherwise  specifically  provided herein, the Servicer
shall deposit or cause to be deposited the following  payments and  collections  remitted by  subservicers or received by it in respect
of the Mortgage  Loans  subsequent to the Cut-off Date (other than in respect of principal  and interest due on such Mortgage  Loans on
or before the Cut-off Date) and the following amounts required to be deposited hereunder:

                  (i)      Scheduled  Payments on the Mortgage Loans received or any related portion  thereof  advanced by the Servicer
which were due during or before the related Due Period, net of the amount thereof comprising the Servicing Fee;

                  (ii)     Full Principal  Prepayments,  Subsequent  Recoveries and any Liquidation  Proceeds  received by the Servicer
with respect to the Mortgage  Loans in the related  Prepayment  Period with interest to the date of prepayment or  liquidation,  net of
the amount thereof comprising the Servicing Fee;

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

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

                  (v)      Any Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of the Servicer;

                  (vi)     The Repurchase  Price with respect to any Mortgage Loans  purchased by the Sponsor  pursuant to the Mortgage
Loan Purchase  Agreement or Sections 2.02 or 2.03,  any amounts which are to be treated  pursuant to  Section 2.04  as the payment of a
Repurchase Price in connection with the tender of a Substitute  Mortgage Loan by the Sponsor,  the Repurchase Price with respect to any
Mortgage Loans purchased  pursuant to  Section 3.20,  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;

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

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                  (viii)   Any amounts  received by the Servicer in connection  with any  Prepayment  Charge on the  Prepayment  Charge
Loans; and

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

         (b)      All amounts  deposited to the Custodial Account shall be held by the 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 Custodial  Account or the  Distribution  Account shall be exclusive,  it being  understood  and agreed that,  without  limiting the
generality of the  foregoing,  payments in the nature of (i) 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 Sections  4.04(a)(i)
through  (iv) and (vi)  through  (xi) with  respect to the  Trustee  and the  Servicer,  need not be  credited  by the  Servicer to the
Distribution  Account or the Custodial Account,  as applicable.  Amounts received by the Servicer in connection with Prepayment Charges
on the  Prepayment  Charge  Loans shall be remitted by the  Servicer  to the  Trustee and  deposited  by the Trustee  into the Class XP
Reserve  Account  upon  receipt  thereof.  In the event that the 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 Servicer, shall promptly transfer such amount to the Servicer, any provision herein to the contrary notwithstanding.

         (c)      The amount at any time  credited  to the  Custodial  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 the 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 Custodial  Account from time to time shall be for
the account of the  Servicer.  The Servicer  from time to time shall be permitted  to withdraw or receive  distribution  of any and all
investment  earnings  from the Custodial  Account.  The risk of loss of monies  required to be  distributed  to the  Certificateholders
resulting from such  investments  shall be borne by and be the risk of the Servicer.  The Servicer shall deposit the amount of any such
loss in the Custodial  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 monies so invested are required to be distributed to the Certificateholders.

         Section 4.02.    Permitted Withdrawals and Transfers from the Custodial Account.
(a) The  Servicer  will,  from time to time on demand of the Trustee,  make or cause to be made such  withdrawals or transfers from the
Custodial  Account as the Servicer has designated for such transfer or withdrawal  pursuant to this  Agreement.  The Servicer may clear
and terminate the Custodial Account pursuant to Section 10.01 and remove amounts from time to time deposited in error.

         (b)      On an ongoing basis,  the Servicer  shall withdraw from the Custodial  Account  (i) any  expenses  recoverable by the
Trustee,  the Servicer or the Custodian  pursuant to Sections 3.03,  7.04 and 9.05 and (ii) any  amounts payable to the Servicer as set
forth in Section 3.14.

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

         (d)      No later than 3:00 p.m. New York time on each  Distribution  Account  Deposit  Date,  the Servicer  will transfer all
Available  Funds on deposit in the Custodial  Account with respect to the related  Distribution  Date to the Trustee for deposit in the
Distribution Account.

         (e)      With respect to any  remittance  received by the Trustee after the  Distribution  Account  Deposit Date on which such
payment was due,  the  Servicer  shall pay to the Trustee  interest on any such late payment at an annual rate equal to the Prime Rate,
adjusted as of the date of each change of the Prime Rate, plus two percentage  points,  but in no event greater than the maximum amount
permitted  by  applicable  law.  Such  interest  shall be remitted to the Trustee by the Servicer on the date such late payment is made
and shall cover the period  commencing  with such  Distribution  Account  Deposit  Date and ending with the  Business Day on which such
payment is made,  both  inclusive.  The  payment by the  Servicer of any such  interest  shall not be deemed an  extension  of time for
payment or a waiver of any Event of Default by the Servicer.

         Section 4.03.    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.  The Trustee shall deposit
into the Distribution Account all amounts in respect to Available Funds received by it from the Servicer.

         (b)      All  amounts  deposited  to the  Distribution  Account  shall be held by the  Trustee in trust for the benefit of the
Certificateholders in accordance with the terms and provisions of this Agreement.

         (c)      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
(whether  made  directly,  or  indirectly  through a liquidator  or receiver of the  Trustee).  The  Distribution  Account  shall be an
Eligible  Account.  The  amount at any time  credited  to the  Distribution  Account  may be  invested  in the name of the  Trustee  in
Permitted  Investments  selected by the Trustee.  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,  the Trustee shall deposit the amount of such loss
for deposit in the Distribution  Account.  With respect to the Distribution  Account and the funds deposited therein, the Trustee shall
take such action as may be  necessary  to ensure that the  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. § 92a(e),  and  applicable  regulations
pursuant thereto, if applicable, or any applicable comparable state statute applicable to state chartered banking corporations.

                                                                 110


         Section 4.04.    Permitted Withdrawals and Transfers from the Distribution Account.
(a) The  Trustee will,  from time to time on demand of the Servicer,  make or cause to be made such  withdrawals  or transfers from the
Distribution  Account as the Servicer has  designated  for such  transfer or  withdrawal  pursuant to this  Agreement or as the Trustee
deems necessary for the following  purposes  (limited in the case of amounts due the Servicer to those not withdrawn from the Custodial
Account in accordance with the terms of this Agreement):

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

                  (ii)     to reimburse the Servicer from Insurance Proceeds or Liquidation  Proceeds relating to a particular Mortgage
Loan for amounts  expended by the 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 Servicer  from  Insurance  Proceeds  relating to a  particular  Mortgage  Loan for insured
expenses  incurred  with respect to such  Mortgage  Loan and to reimburse  the Servicer  from  Liquidation  Proceeds  from a particular
Mortgage Loan for Liquidation  Expenses  incurred with respect to such Mortgage Loan;  provided that the 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 (x) of this Section 4.04(a) to the Servicer;  and (ii) such
Liquidation Expenses were not included in the computation of such Excess Liquidation Proceeds;

                  (iv)     to pay the  Servicer,  from  Liquidation  Proceeds or Insurance  Proceeds  received in  connection  with the
liquidation  of any Mortgage  Loan, the amount which the Servicer would have been entitled to receive under clause (ix) of this Section
4.04(a) as servicing  compensation on account of each defaulted  scheduled  payment on such Mortgage Loan if paid in a timely manner by
the related Mortgagor;

                  (v)      to pay the Servicer from the  Repurchase  Price for any Mortgage  Loan,  the amount which the Servicer would
have been entitled to receive under clause (ix) of this Section 4.04(a) as servicing compensation;

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

                  (vii)    to  reimburse  the Trustee or the  Servicer  for any  Nonrecoverable  Advance  that has not been  reimbursed
pursuant to clauses (i) and (vi);

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

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

                  (x)      to pay to the Servicer, as additional servicing compensation, any Excess Liquidation Proceeds;

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

                  (xii)    to pay itself the Trustee Compensation set forth in Section 9.05;

                  (xiii)   to remove amounts deposited in error; and

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

         (b)      The  Servicer  shall keep and  maintain  separate  accounting,  on a Mortgage  Loan by Mortgage  Loan basis and shall
provide a copy to the Trustee,  for the purpose of accounting for any reimbursement  from the Distribution  Account pursuant to clauses
(i) through (vi) and (vii) or with  respect to any such amounts  which would have been covered by such clauses had the amounts not been
retained by the Servicer without being deposited in the Distribution  Account under Section  4.01(b).  Reimbursements  made pursuant to
clauses  (vii),  (ix) and (xi) will be  allocated  between the Loan Groups or Sub-Loan  Groups,  as  applicable,  pro rata based on the
aggregate Stated Principal Balances of the Mortgage Loans in each Loan Group or Sub-Loan Group, as applicable.

         (c)      On each  Distribution  Date,  the  Trustee  shall  distribute  the  Available  Funds to the  extent on deposit in the
Distribution  Account for each Loan Group or Sub-Loan  Group, as applicable,  to the Holders of the related  Certificates in accordance
with Section 6.01.

         Section 4.05.    Adjustable Rate Supplemental Fund.

         (a)      No later than the initial  Distribution  Date, the Trustee shall establish and maintain,  in trust for the benefit of
the holders of the Group I  Certificates  (other than the Class X  Certificates)  and the Group II  Certificates,  a  segregated  trust
account (or accounts) or sub-account (or sub-accounts) of a trust account,  which shall be titled  "Adjustable Rate Supplemental  Fund,
Wells Fargo Bank, National  Association,  as Trustee for the benefit of holders of Structured Asset Mortgage  Investments II Inc., Bear
Stearns Mortgage  Funding Trust 2007-AR3,  Mortgage  Pass-Through  Certificates,  Series  2007-AR3" (the "Adjustable Rate  Supplemental
Fund").  The Adjustable Rate Supplemental Fund shall be an Eligible Account or a sub-account of an Eligible Account.  No later than the
initial  Distribution  Date,  the  Depositor  shall pay to the Trustee an amount equal to (i) in the case of the Group I  Certificates,
$25,000,  which  shall be  deposited  by the  Trustee  into the  Adjustable  Rate  Supplemental  Fund for the  benefit  of the  Group I
Certificates  and (ii) in the case of the Group II Certificates,  $25,000,  which shall be deposited by the Trustee into the Adjustable
Rate  Supplemental  Fund for the benefit of the Group II  Certificates.  Pursuant to Section  6.01, on the initial  Distribution  Date,
amounts on deposit in the Adjustable Rate  Supplemental  Fund will be withdrawn from the Adjustable Rate  Supplemental Fund and paid to


                                                                 112

the Group I  Certificates  (other than the Class X  Certificates)  and the Group II  Certificates,  as  applicable,  to the extent that
Current Interest on such  Certificates on the initial  Distribution  Date is reduced by application of the related Net Rate Cap on such
initial  Distribution  Date. The Adjustable Rate Supplemental Fund will be entitled to be replenished on each future  Distribution Date
from the Interest Funds  otherwise  payable on such  Distribution  Date to, in the case of the Group I  Certificates,  the Class I-B-IO
Certificates or, in the case of the Group II Certificates,  the Class II-B-IO  Certificates,  as applicable,  until the Adjustable Rate
Supplemental  Fund has been  replenished to the extent of the amount paid from the  Adjustable  Rate  Supplemental  Fund to the Group I
Certificates and the Group II Certificates,  as applicable,  on the initial  Distribution  Date. On each future  Distribution Date, all
amounts  on deposit in the  Adjustable  Rate  Supplemental  Fund as set forth in the  preceding  sentence  will be  distributed  to the
Depositor  or its  designee.  On the  Distribution  Date on which the  aggregate  of the amounts  replenished  to the  Adjustable  Rate
Supplemental  Fund equals  $25,000 with respect to each Loan Group,  all amounts then on deposit in the  Adjustable  Rate  Supplemental
Fund will be distributed to the Depositor or its designee (as set forth in the preceding  sentence),  and following such  distributions
the Adjustable Rate Supplemental Fund will be terminated.

         (b)      The Trustee will invest funds deposited in the Adjustable Rate  Supplemental Fund as directed by the Depositor or its
designee in writing in Permitted  Investments  with a maturity date (i) no later than the Business Day  immediately  preceding the date
on which such funds are required to be withdrawn from the Adjustable Rate  Supplemental  Fund pursuant to this  Agreement,  if a Person
other than the Trustee or an Affiliate of the Trustee is the obligor for such Permitted  Investment,  or (ii) no later than the date on
which such funds are required to be withdrawn from the Adjustable Rate  Supplemental  Fund pursuant to this  Agreement,  if the Trustee
or an affiliate of the Trustee is the obligor for such  Permitted  Investment  (or, if no written  direction is received by the Trustee
from the Depositor,  then funds in the Adjustable Rate  Supplemental  Fund shall remain  uninvested).  For federal income tax purposes,
the Depositor  shall be the owner of the Adjustable Rate  Supplemental  Fund and shall report all items of income,  deduction,  gain or
loss arising therefrom.  At no time will the Adjustable Rate Supplemental Fund be an asset of any REMIC created  hereunder.  All income
and gain realized from investment of funds deposited in the Adjustable Rate  Supplemental  Fund,  which investment shall be made solely
upon the written  direction of the  Depositor,  shall be for the sole and  exclusive  benefit of the Depositor and shall be remitted by
the Trustee to the Depositor  within one Business Day after the  termination of the Adjustable  Rate  Supplemental  Fund. The Depositor
shall  deposit  in the  Adjustable  Rate  Supplemental  Fund the  amount of any net loss  incurred  in  respect  of any such  Permitted
Investment immediately upon realization of such loss, without any right of reimbursement therefor.

         Section 4.06.    Statements to the Trustee

         The  Servicer  shall  furnish to the Trustee an  individual  Mortgage  Loan  accounting  report (a  "Report"),  as of the last
Business Day of each month, in the Servicer's  assigned loan number order to document  Mortgage Loan payment  activity on an individual
Mortgage  Loan basis.  With respect to each month,  such Report shall be received by the Trustee no later than the 10th calendar day of
the month of the related  Distribution Date (or April 10, 2007, in the case of the initial Report),  and with respect to information as
to Principal  Prepayments in full and Prepayment  Charges,  no later than one (1) Business Day  immediately  following each  Prepayment
Period, a report in an Excel (or compatible)  electronic  format, in such format as may be mutually agreed upon by both the Trustee and
the Servicer, and in hard copy, which Report shall contain the following:

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                  (i)      with respect to each Monthly Payment received or advanced during the related Due Period,  the amount of such
remittance  allocable to interest and to principal;  the amount of Principal  Prepayments and prepayment  penalties received during the
related Prepayment Period;

                  (ii)     the amount of Servicing Compensation received by the Servicer during the prior Due Period;

                  (iii)    the aggregate Stated Principal Balance of the Mortgage Loans;

                  (iv)     the number and aggregate  outstanding principal balances of Mortgage Loans (a) Delinquent (1) 30 to 59 days,
(2) 60 to 89  days,  (3) 90 days or more;  (b) as to which  foreclosure  has  commenced;  and (c) as to  which  REO  Property  has been
acquired; and

                  (v)      such  other  data as may  reasonably  be  required  by the  Trustee  in order to make  distributions  to the
Certificateholders on such Distribution Date.

                  The Servicer shall also provide with each such Report a trial balance,  sorted in the Trustee's  assigned loan number
order, and such other loan level information as described on Exhibits K and L, in electronic tape form.

                  The Servicer shall prepare and file any and all information  statements or other filings  required to be delivered to
any  governmental  taxing  authority  or to the Trustee  pursuant to any  applicable  law with  respect to the  Mortgage  Loans and the
transactions  contemplated  hereby. In addition,  the Servicer shall provide the Trustee with such information  concerning the Mortgage
Loans as is  necessary  for the Trustee to prepare the Trust's  income tax returns as the Trustee may  reasonably  request from time to
time.

         Section 4.07.    Reserved.

         Section 4.08.    Reserve Fund.

         (a)      On or before the Closing  Date,  the Trustee  shall  establish one or more  segregated  trust  accounts (the "Reserve
Fund") on behalf of the Holders of the Group II Certificates and the Class II-B-IO  Certificates.  The Reserve Fund must be an Eligible
Account.  The Reserve  Fund shall be entitled  "Reserve  Fund,  Wells Fargo Bank,  National  Association  as Trustee  f/b/o  holders of
Structured  Asset Mortgage  Investments II Inc., Bear Stearns  Mortgage  Funding Trust 2007-AR3,  Mortgage  Pass-Through  Certificates,
Series  2007-AR3." The Trustee shall demand payment of all money payable by each Corridor  Counterparty  under each Corridor  Contract.
The Trustee  shall  deposit in the Reserve Fund all  Corridor  Contract  Payment  Amounts and,  prior to  distribution  of such amounts
pursuant to Section  6.01(b),  all payments from Excess Cash Flow described under the Ninth and Tenth clauses of Section  6.01(b).  All
Corridor Contract Payment Amounts received from Corridor  Contracts  benefiting the Holders of the Group II Certificates and the Excess
Cash Flow  amounts  described  in the Ninth and Tenth  clauses of Section  6.01(b)  deposited  to the Reserve Fund shall be held by the
Trustee  on behalf  of the  Trust,  in trust for the  benefit  of the  applicable  Group II  Certificateholders  and the Class  II-B-IO
Certificateholders  in accordance  with the terms and  provisions  of this  Agreement.  On each  Distribution  Date,  the Trustee shall
distribute  amounts on deposit  in the  Reserve  Fund held in trust for the  benefit of the Group II  Certificateholders  and the Class
II-B-IO Certificateholders in accordance with the Ninth and Tenth clauses of Section 6.01(b) and Section 6.01(c).

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         (b) The Reserve Fund is an "outside reserve fund" within the meaning of Treasury  Regulation Section  1.860G-2(h) and shall be
an asset of the Trust Fund but not an asset of any  2007-AR3  REMIC.  The Trustee on behalf of the Trust shall be the nominal  owner of
the Reserve Fund. For federal income tax purposes, the Class II-B-IO  Certificateholders  shall be the beneficial owners of the Reserve
Fund,  subject to the power of the  Trustee to  distribute  amounts  under the Ninth and Tenth  clauses of Section  6.01(b) and Section
6.01(c) and shall  report  items of income,  deduction,  gain or loss  arising  therefrom.  For federal  income tax  purposes,  amounts
distributed  to Group II  Certificateholders  pursuant to the Ninth and Tenth  clauses of Section  6.01(b) and Section  6.01(c) will be
treated as first distributed to the Class II-B-IO  Certificateholders  and then paid from the Class II-B-IO  Certificateholders to such
Holders.  Amounts in the Reserve Fund held in trust for the benefit of the Holders of the Group II  Certificates  and the Class II-B-IO
Certificates  shall,  at the written  direction of the Class  II-B-IO  Certificateholders,  be invested in Permitted  Investments  that
mature no later than the  Business Day prior to the next  succeeding  Distribution  Date.  If no written  direction  is  received,  the
amounts in the Reserve  Fund shall  remain  uninvested.  Any losses on the  related  Permitted  Investments  shall not in any case be a
liability of the Trustee,  but an amount equal to such losses  shall be given by the Class  II-B-IO  Certificateholders  to the Trustee
out of the Class II-B-IO  Certificateholders'  own funds immediately as realized,  for deposit by the Trustee into the Reserve Fund. To
the extent that the Class  II-B-IO  Certificateholders  have  provided the Trustee with such written  direction to invest such funds in
Permitted  Investments,  on each Distribution Date the Trustee shall distribute all net income and gain from such Permitted Investments
in the Reserve Fund to the Class II-B-IO  Certificateholders,  not as a distribution  in respect of any interest in any 2007-AR3 REMIC.
All monies  earned on amounts on deposit in the Reserve Fund held in trust for the benefit of the Holders of the Group II  Certificates
and the Class II-B-IO Certificates shall be taxable to the Class II-B-IO Certificateholders.

         Section 4.09.    Class XP Reserve  Account.  (a) The  Paying  Agent  shall  establish  and  maintain  with itself a separate,
segregated trust account,  which shall be an Eligible Account,  titled "Reserve Account,  Wells Fargo Bank,  National  Association,  as
Trustee for the benefit of holders of Structured  Asset Mortgage  Investments II Inc.,  Bear Stearns  Mortgage  Funding Trust 2007-AR3,
Mortgage  Pass-Through  Certificates,  Series  2007-AR3,  Class XP." Funds on deposit in the Class XP Reserve  Account shall be held in
trust by the  Trustee  for the  holder of the  related  Class XP  Certificates.  The Class XP Reserve  Account  will not  represent  an
interest in any 2007-AR3 REMIC.

         (b)      Any amount on deposit in the Class XP Reserve  Account  shall be held  uninvested.  On the Business Day prior to each
Distribution  Date, the Trustee shall withdraw the amount then on deposit in the Class XP Reserve  Account and deposit such amount into
the  Distribution  Account to be distributed to the Holders of the related Class XP Certificates  in accordance  with Section  6.01(e).
In addition,  on the earlier of (x) the Business Day prior to the  Distribution  Date on which all the assets of the related Loan Group
are  repurchased as described in Section  10.01(a),  and (y) the Business Day prior to the  Distribution  Date occurring in March 2012,
the  Trustee  shall  withdraw  the amount on deposit in the Class XP Reserve  Account and  deposit  such  amount into the  Distribution
Account and pay such amount to the related Class XP  Certificates  in accordance  with Section  6.01(e),  and following such withdrawal
the Class XP Reserve Account shall be closed.

                                                                 115


         Section 4.10.    Final Maturity Reserve Account.

         No later than the Closing  Date,  the Paying  Agent  shall  establish  and  maintain in the name of the Holders of the Group I
Certificates,  the Final Maturity  Reserve Account as a segregated  trust account.  The Paying Agent shall keep records that accurately
reflect the funds on deposit in the Final Maturity Reserve Account.

         The Paying  Agent  will  invest  funds  deposited  in the Final  Maturity  Reserve  Account as  directed  by the Class  I-B-IO
Certificateholders  in writing in Permitted  Investments with a maturity date no later than the Business Day immediately  preceding the
date on which such funds are required to be  withdrawn  from the Final  Maturity  Reserve  Account  pursuant to this  Agreement.  If no
written  direction  with  respect  to such  Permitted  Investment  shall  be  received  by the  Paying  Agent  from  the  Class  I-B-IO
Certificateholders,  then funds in the Final  Maturity  Reserve  Account  shall be invested in the Wells  Fargo Prime  Advantage  Money
Market Fund. All income and gain realized from  investment of funds  deposited in the Final Maturity  Reserve  Account shall be for the
sole and exclusive benefit of the Class I-B-IO Certificateholders.

         If, on the  Distribution  Date occurring in April 2017, or on any Distribution  Date thereafter,  any Group I Certificates are
outstanding and the aggregate  Stated  Principal  Balance of the Group I Mortgage Loans with original terms to maturity in excess of 30
years is greater than the  applicable  scheduled  amount for such  Distribution  Date set forth in Schedule A hereto,  then the Trustee
shall deposit into the Final Maturity Reserve  Account,  from Interest Funds with respect to such  Distribution  Date, the Coupon Strip
for such Distribution  Date, in accordance with the payment priority set forth in Section  6.01(a)(first),  until the amount on deposit
in the Final Maturity Reserve Account is equal to the Final Maturity Reserve Account Target.

         If, on any  Distribution  Date,  any amounts on deposit in the Final  Maturity  Reserve  Account  exceed the lesser of (i) the
aggregate  Current  Principal  Amount of the Group I Offered  Certificates  as of such date,  and (ii) the aggregate  Stated  Principal
Balance of the Group I Mortgage  Loans with  original  terms to maturity in excess of 30 years as of such date, an amount equal to such
excess shall be distributed by the Trustee to the Class I-B-IO  Certificates  on such  Distribution  Date as a part of the Class I-B-IO
Distribution Amount.

         On the earlier of (i) the  Distribution  Date in  occurring  in March 2037 and (ii) the  Distribution  Date on which the final
distribution  of payments  from the Group I Mortgage  Loans and the other assets in the trust is expected to be made,  funds on deposit
in the Final Maturity  Reserve Account will be distributed to the Certificates in the following order of priority  (provided,  however,
if the Group I Mortgage  Loans are  purchased on the related  Optional  Termination  Date,  the funds on deposit in the Final  Maturity
Reserve  Account  will be used to make  payments  in  accordance  with  priorities  fourth and fifth  below  after  application  of the
Termination Purchase Price):

                                                                 116


                  first, to the Class I-A-1,  Class I-A-2 and Class I-A-3  Certificates,  pro rata, in accordance with their respective
         outstanding Current Principal Amounts until the Current Principal Amounts thereof have been reduced to zero;

                  second,  sequentially,  to the Class I-B-1,  Class I-B-2,  Class I-B-3,  Class I-B-4, Class I-B-5, Class I-B-6, Class
         I-B-7,  Class I-B-8 and Class I-B-9  Certificates,  in that order,  after  giving  effect to principal  distributions  on such
         Distribution Date, until the Current Principal Amounts of each such Class thereof have been reduced to zero;

                  third,  to each Class of Group I Offered  Certificates,  any Current  Interest and Interest  Carry Forward Amount for
         each such Class remaining unpaid after giving effect to interest  distributions on such  Distribution  Date in accordance with
         payment priorities set forth in Section 6.01(a);

                  fourth,  to each Class of Group I Offered  Certificates,  any Basis Risk Shortfall Carry Forward Amount for each such
         Class  remaining  unpaid after  giving  effect to the  distributions  on such  Distribution  Date in  accordance  with payment
         priorities set forth in Section 6.01(a); and

                  fifth, to the Class I-B-IO Certificates, any remaining amounts.
         The  forgoing  distributions  will be treated as an amount  paid by the holder of the Class  I-B-IO  Certificates  to purchase
the  outstanding  Offered  Certificates  and will be deemed made pursuant to a mandatory  purchase of the Offered  Certificates  by the
holder of the Class I-B-IO Certificates.

                                                               ARTICLE V

                                                             Certificates

         Section 5.01.    Certificates.  (a) The  Depository,  the Depositor and the Trustee have entered into a Depository  Agreement
dated as of the Closing Date (the  "Depository  Agreement").  Except for the Residual  Certificates,  the Private  Certificates and the
Individual  Certificates and as provided in Section 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 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.

                                                                 117



         The Residual  Certificates and the Private  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.

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

         Neither the Depositor nor the Trustee shall be liable for any delay in the delivery of any instructions  required  pursuant to
this Section 5.01(b) and may conclusively rely on, and shall be protected in relying on, such instructions.

                                                                 118


         (c)      (i)      As provided  herein,  the REMIC  Administrator  will make an election to treat the segregated pool of assets
consisting of the Group I Mortgage  Loans and certain other related  assets subject to this Agreement as a REMIC for federal income tax
purposes,  and such segregated pool of assets will be designated as "REMIC I."  Component I of the Class R Certificates  will represent
the sole Class of  "residual  interests" in REMIC I for purposes of the REMIC  Provisions (as defined  herein) under federal income tax
law. The following table irrevocably sets forth the designation,  pass-through rate (the  "Uncertificated  REMIC I Pass-Through  Rate")
and initial  Uncertificated  Principal Balance for each of the "regular interests" in REMIC I (the "REMIC I Regular  Interests").  None
of the REMIC I Regular Interests will be certificated.

                                                               Uncertificated
                                                                   REMIC I            Initial Uncertificated
         Class Designation for each REMIC I Interest          Pass-Through Rate          Principal Balance
         ___________________________________________________________________________________________________
         W                                                           (1)                                 N/A
         LT1                                                     Variable(1)                 $390,166,021.38
         LT2                                                     Variable(1)                      $12,194.00
         LT3                                                        0.00%                         $26,829.19
         LT4                                                     Variable(1)                      $26,829.19
         I-X                                                        0.500%                               (2)
         Component I of the Class R                                  N/A                                 N/A
         _______________________________________
     (1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.

     (2) REMIC I Regular Interest I-X will not have an Uncertificated Principal Balance, but will bear interest at a fixed
         pass-through rate equal to 0.500% per annum on a notional amount equal to the aggregate Stated Principal Balance immediately
         prior to such Distribution Date of the Hard Prepayment Charge Loans.

                  (ii)     As provided  herein,  the REMIC  Administrator  will make an election to treat the segregated pool of assets
consisting of the Group II Mortgage  Loans and certain other related  assets  subject to this  Agreement as a REMIC for federal  income
tax  purposes,  and such  segregated  pool of assets will be designated as "REMIC II."  Component II of the Class R  Certificates  will
represent the sole Class of  "residual  interests" in REMIC II for purposes of the REMIC  Provisions  under federal income tax law. The
following table  irrevocably  sets forth the  designation,  pass-through  rate (the  "Uncertificated  REMIC II Pass-Through  Rate") and
initial  Uncertificated  Principal Balance for each of the "regular  interests" in REMIC II (the "REMIC II Regular  Interests") and the
designation  and  Certificate  Principal  Balance of the Class R  Certificates  allocable to Component II of the Class R  Certificates.
None of the REMIC II Regular Interests will be certificated.

                                                               Uncertificated
                                                                   REMIC II            Initial Uncertificated
         Class Designation for each REMIC II Interest         Pass-Through Rate          Principal Balance
         ___________________________________________________________________________________________________
         Y-1                                                     Variable(1)                     $334,434.32
         Y-2                                                     Variable(2)                     $133,894.21
         Z-1                                                     Variable(1)                 $668,538,378.67
         Z-2                                                     Variable(2)                 $267,654,524.80
         Component II of the Class R                                 N/A                      N/A
         ____________________________________
     (1) Interest  distributed to REMIC II Regular Interest Y-1 and REMIC II Regular Interest Z-1 on each  Distribution  Date will have
         accrued at the weighted  average of the Net Rates for the  Sub-Group  II-1  Mortgage  Loans on the  applicable  Uncertificated
         Principal Balance outstanding immediately before such Distribution Date.

                                                                 119


     (2) Interest  distributed to REMIC II Regular  Interest Y-2 and REMIC II Regular Interest Z-2 on each  Distribution  Date
         will  have  accrued  at the  weighted  average  of the Net Rates  for the  Sub-Group  II-2  Mortgage  Loans on the  applicable
         Uncertificated Principal Balance outstanding immediately before such Distribution Date.


                  (iii)     As provided  herein,  the REMIC  Administrator  will make an election to treat the segregated pool of assets
consisting  of the REMIC II Regular  Interests and any proceeds  thereof  subject to this  Agreement as a REMIC for federal  income tax
purposes,  and such  segregated  pool of assets will be  designated  as "REMIC III."  Component III  of the Class R  Certificates  will
represent the sole Class of  "residual  interests" in REMIC III for purposes of the REMIC  Provisions under federal income tax law. The
following table  irrevocably sets forth the  designation,  pass-through  rate (the  "Uncertificated  REMIC III Pass-Through  Rate") and
initial  Uncertificated  Principal Balance for each of the "regular interests" in REMIC III (the "REMIC III Regular  Interests").  None
of the REMIC III Regular Interests will be certificated.

                                                      Uncertificated
                                                         REMIC III          Initial Uncertificated
  Class Designation for each REMIC III Interest      Pass-Through Rate        Principal Balance
___________________________________________________________________________________________________
LT5                                                     Variable(1)                 $668,426,826.99
LT6                                                     Variable(1)                      $22,222.88
LT7                                                        0.00%                         $44,664.40
LT8                                                     Variable(1)                      $44,664.40
LT9                                                     Variable(1)                 $267,609,992.06
LT10                                                    Variable(1)                       $9,024.94
LT11                                                       0.00%                         $17,753.90
LT12                                                    Variable(1)                      $17,753.90
LT-Y1                                                   Variable(1)                     $334,434.32
LT-Y2                                                   Variable(1)                     $133,894.21
Component III of the Class R                                N/A                      N/A
________________________________________
     (1) Calculated as provided in the definition of Uncertificated REMIC III Pass-Through Rate.

                  (iv)     As provided  herein the REMIC  Administrator  will make an election to treat the  segregated  pool of assets
     consisting of the REMIC I Regular  Interests and the REMIC III Regular  Interests and any proceeds  thereof as a REMIC for federal
     income  tax  purposes,  and such  segregated  pool of  assets  will be  designated  as  "REMIC  IV."  Component IV  of the Class R
     Certificates will represent the sole class of "residual  interests" in REMIC IV for purposes of the REMIC Provisions under federal
     income tax law. The following table  irrevocably sets forth the designation,  the Pass-Through  Rate for the Class of Certificates
     bearing the same  designation  (which is, with the  substitution of the Modified Net Rate Cap in each place where the Net Rate Cap
     occurs in the case of the Class I-A and Class I-B  Certificates,  the  "Uncertificated  REMIC IV  Pass-Through  Rate") and initial
     principal  amount or  Uncertificated  Principal  Balance for each of the  "regular  interests"  in REMIC IV (the "REMIC IV Regular
     Interests").  For federal  income tax  purposes,  payment of (i) any Basis Risk  Shortfall  Carry  Forward  Amount to any Class of
     Certificates,  (ii) in the case of the Class I-A or Class I-B  Certificates,  interest accrued at a Pass-Through Rate in excess of
     the Modified Net Rate Cap, and (iii) any amounts to the Class I-XP and Class II-XP Certificates  (which shall not be treated as an
     interest in any REMIC, but as a pass-through  interest in the Trust entitled to any prepayment  penalties  payable with respect to
     the Group I Mortgage Loans and Group II Mortgage Loans,  respectively)  shall be treated as paid outside of any REMIC formed under
     this Agreement and shall not be part of the entitlement of the REMIC IV Regular  Interest the ownership of which is represented by
     the Class of Certificates  receiving such payment.  REMIC IV Regular Interests  I-B-IO-I,  I-B-IO-P,  II-B-IO-I and II-B-IO-P will
     not be certificated.

                                                                 120


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

Designation                             Initial Principal Amount           Pass-Through Rate
____________________________________________________________________________________________
I-A-1                                       $208,033,000                          (1)
I-A-2                                       $104,016,000                          (1)
I-A-3                                        $34,672,000                          (1)
I-X                                           Notional                            (2)
I-B-1                                        $9,561,000                           (1)
I-B-2                                        $8,390,000                           (1)
I-B-3                                        $2,537,000                           (1)
I-B-4                                        $4,878,000                           (1)
I-B-5                                        $2,537,000                           (1)
I-B-6                                        $1,951,000                           (1)
I-B-7                                        $3,317,000                           (1)
I-B-8                                        $1,951,000                           (1)
I-B-9                                        $1,951,000                           (1)
II-1A-1                                     $362,195,000                          (1)
II-1A-2                                     $181,097,000                          (1)
II-1A-3                                      $60,366,000                          (1)
II-2A-1                                     $241,679,000                          (1)
II-B-1                                       $31,378,000                          (1)
II-B-2                                       $18,265,000                          (1)
II-B-3                                       $4,683,000                           (1)
II-B-4                                       $5,620,000                           (1)
II-B-5                                       $5,152,000                           (1)
II-B-6                                       $17,797,000                          (1)
I-XP-1                                           N/A                              (3)
I-XP-2                                           N/A                              (3)
II-XP                                            N/A                              (3)
I-B-IO                                      $6,437,873.76                         (4)
II-B-IO                                     $8,429,232.00                         (5)
Component IV of the Class R                      N/A                              N/A
______________________________

(1)  The Class I-A-1,  Class I-A-2,  Class I-A-3,  Class I-B-1,  Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class
     I-B-7, Class I-B-8, Class I-B-9, Class II-1A-1,  Class II-1A-2,  Class II-1A-3,  Class II-2A-1,  Class II-B-1, Class II-B-2, Class
     II-B-3,  Class II-B-4,  Class II-B-5 and Class II-B-6 Certificates will bear interest at a pass-through rate equal to the least of
     (i) One-Month LIBOR plus the related  Margin,  (ii) 10.50% per annum and (iii) the related Net Rate Cap. With respect to the Group
     I  Certificates  on any  Distribution  Date  occurring in or after April 2017, in which an amount is payable to the Final Maturity
     Reserve  Account  pursuant to Section 4.10, if the Maximum Coupon Strip Rate exceeds the Coupon Strip Rate, for federal income tax
     purposes,  each REMIC IV Regular  Interest,  the ownership of which is  represented  by the Class I-A  Certificates  and Class I-B
     Certificates,  will bear interest at a Pass-Through  Rate equal to the least of (i) One-Month LIBOR plus the related Margin,  (ii)
     10.50% per annum and (iii) the Modified  Net Rate Cap. The  entitlements  of holders of the Class I-A  Certificates  and Class I-B
     Certificates  to receive  interest  in excess of this  modified  Pass-Through  Rate shall be treated as paid  outside of any REMIC
     formed under this Agreement and shall not be part of the  entitlement  of the REMIC IV Regular  Interest the ownership of which is
     represented  by the Class of  Certificates  receiving  such  payment,  instead  such amount shall be deemed to have been paid from
     amounts distributable in respect of REMIC V Regular Interest I-B-IO.

(2)  The Class I-X  Certificates  will bear  interest at a fixed  pass-through  rate equal to 0.500% per annum on the related  Notional
     Amount.

                                                                 121


(3)  The Class XP  Certificates  will not bear any  interest.  The  holders of the Class  I-XP-2  Certificates  will be entitled to the
     "hard" Prepayment  Charges received on the Hard Prepayment  Charge Loans and the holders of the Class I-XP-1  Certificates will be
     entitled to all other Prepayment  Charges  received on the Group I Mortgage Loans to the extent not retained by the servicer.  The
     holders of the Class II-XP  Certificates  will be entitled to the Prepayment  Charges received on the Group II Mortgage Loans. The
     Class XP  Certificates  will not  represent  an  interest  in any REMIC.  They will  instead  represent  an  interest in the Trust
     constituted by this Agreement that is a strip of Prepayment Charges associated with the Prepayment Charge Loans.

(4)  The Class I-B-IO  Certificates  will bear interest at a per annum rate equal to the Class I-B-IO  Pass-Through Rate on the related
     Notional  Amount.  Amounts  paid, or deemed paid,  to the Class I-B-IO  Certificates  shall be deemed to first be paid to REMIC IV
     Regular  Interest  I-B-IO-I in reduction of accrued and unpaid interest  thereon until such accrued and unpaid interest shall have
     been reduced to zero and shall then be deemed paid to REMIC IV Regular  Interest  I-B-IO-P in reduction of the  principal  balance
     thereof.

(5)  The Class II-B-IO  Certificates will bear interest at a per annum rate equal to the Class II-B-IO Pass-Through Rate on the related
     Notional  Amount.  Amounts paid, or deemed paid,  to the Class II-B-IO  Certificates  shall be deemed to first be paid to REMIC IV
     Regular  Interest  II-B-IO-I in reduction of accrued and unpaid interest thereon until such accrued and unpaid interest shall have
     been reduced to zero and shall then be deemed paid to REMIC IV Regular  Interest  II-B-IO-P in reduction of the principal  balance
     thereof.

                  (v)      As provided  herein,  the REMIC  Administrator  will make an election to treat the segregated pool of assets
consisting of REMIC IV Regular Interests  I-B-IO-I,  I-B-IO-P,  II-B-IO-I and II-B-IO-P and any proceeds thereof as a REMIC for federal
income tax purposes,  and such  segregated  pool of assets will be designated as "REMIC V." The Class R-X  Certificates  will represent
the sole Class of  "residual  interests" in REMIC V for purposes of the REMIC  Provisions  under federal  income tax law. The following
table irrevocably sets forth the designation,  Uncertificated  Pass-Through Rate and initial Uncertificated  Principal Balance for both
of the "regular interests" in REMIC V (the "REMIC V Regular Interests").

 Class Designation for each               Uncertificated REMIC V             Initial Uncertificated
     REMIC V Interest                        Pass-Through Rate                   Principal Balance
_____________________________________________________________________________________________________
 I-B-IO                                              (1)                            $6,437,873.76
 II-B-IO                                             (2)                            $8,429,232.00
 Class R-X                                           N/A                                 N/A
_______________________________

(1)  The Class I-B-IO  Certificates will bear interest at a per annum rate equal to the Class I-B-IO  Pass-Through Rate on its Notional
     Amount.  REMIC V Regular Interest I-B-IO will not have an  Uncertificated  Pass-Through  Rate, but will be entitled to 100% of all
     amounts distributed or deemed distributed on REMIC IV Regular Interest I-B-IO-I and REMIC IV Regular Interest I-B-IO-P.

(2)  The Class  II-B-IO  Certificates  will bear  interest  at a per annum rate  equal to the Class  II-B-IO  Pass-Through  Rate on its
     Notional  Amount.  REMIC V Regular  Interest II-B-IO will not have an  Uncertificated  Pass-Through  Rate, but will be entitled to
     100% of all amounts  distributed  or deemed  distributed  on REMIC IV Regular  Interest  II-B-IO-I  and REMIC IV Regular  Interest
     II-B-IO-P.

         (d)      Solely 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,  REMIC II Regular Interests,  REMIC III Regular Interests,  REMIC IV Regular
Interests, REMIC V Regular Interests and the 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 Class of Class A Certificates  and Class B  Certificates,  interest
shall be  calculated  on the basis of a 360-day year and the actual number of days  elapsed,  in each case,  based upon the  respective
Pass-Through  Rate set forth,  or determined  as provided,  above and the Current  Principal  Amount of such  Class applicable  to such
Distribution  Date. With respect to each  Distribution  Date and Class X  Certificates,  interest shall be calculated on the basis of a
360-day year consisting of 30-day months.

                                                                 122


         (f)      The  Certificates  shall be  substantially  in the forms set forth in Exhibits A-1, A-3, A-4, A-5, A-6, A-7, A-8, A-9
and A-10.  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, in the case of the Offered  Certificates,  $25,000 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 Private  Certificates  (other than the Residual  Certificates) shall be
issued in  certificated  fully-registered  form in minimum dollar  denominations  of $25,000 and integral  multiples of $1.00 in excess
thereof,  except that one Private  Certificate of each Class may be issued in a different  amount so that the sum of the  denominations
of all outstanding  Private  Certificates of such  Class shall  equal the Current  Principal  Amount of such Class on the Closing Date.
The Residual  Certificates  shall each be issued in certificated  fully-registered  form. Each Class of  Global  Certificates,  if any,
shall be issued in fully  registered  form in  minimum  dollar  denominations  of $50,000  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 Offered  Certificates,  the Certificate in the entire
Current Principal Amount of the respective Class and (ii) in the case of each Class of Private  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 clause  (i) 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.

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         (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  2007-AR3  REMIC  within  the  meaning  of
Section 860G(a)(9) of the Code.

         (j)      For federal  income tax purposes,  each 2007-AR3 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  2007-AR3  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:

         ANY  RESALE,  TRANSFER  OR OTHER  DISPOSITION  OF THIS  CERTIFICATE  MAY BE MADE ONLY IF THE  PROPOSED  TRANSFEREE  PROVIDES A
         TRANSFER  AFFIDAVIT  TO THE  SERVICER  AND 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 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 AND (3)
         SUCH TRANSFEREE  SATISFIES  CERTAIN  ADDITIONAL  CONDITIONS  RELATING TO THE FINANCIAL  CONDITION OF THE PROPOSED  TRANSFEREE.
         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,  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.

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         (m)      Notwithstanding  anything to the contrary contained herein, the Trustee shall not permit the transfer of a beneficial
interest in a Class II-B-IO  Certificate unless the transferee  executes and delivers to the Trustee any certification that is required
pursuant to Section 9.12(f) prior to transfer.  The following  legend shall be placed on the Class II-B-IO  Certificates,  whether upon
original issuance or upon issuance of any other Certificate of any such Class in exchange therefor or upon transfer thereof:

         NO TRANSFER OF ANY CLASS II-B-IO  CERTIFICATE SHALL BE MADE UNLESS THE PROPOSED  TRANSFEREE OF SUCH CLASS II-B-IO  CERTIFICATE
         PROVIDES TO THE TRUSTEE AND ANY PAYING AGENT THE APPROPRIATE TAX  CERTIFICATION  FORM (I.E.,  IRS FORM W-9 OR IRS FORM W-8BEN,
         W-8IMY,  W-8EXP OR W-8ECI,  AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO)) AND AGREES TO UPDATE SUCH FORMS (I) UPON EXPIRATION
         OF ANY SUCH FORM,  (II) AS REQUIRED UNDER THEN  APPLICABLE  U.S.  TREASURY  REGULATIONS  AND (III) PROMPTLY UPON LEARNING THAT
         SUCH FORM HAS BECOME  OBSOLETE OR INCORRECT,  AS A CONDITION TO SUCH TRANSFER.  UNDER THE AGREEMENT,  UPON RECEIPT OF ANY SUCH
         TAX CERTIFICATION  FORM FROM A TRANSFEREE OF ANY CLASS II-B-IO  CERTIFICATE,  THE TRUSTEE SHALL FORWARD SUCH TAX CERTIFICATION
         FORM PROVIDED TO IT TO THE CORRIDOR  COUNTERPARTY.  EACH HOLDER OF A CLASS II-B-IO  CERTIFICATE  AND EACH  TRANSFEREE  THEREOF
         SHALL BE DEEMED TO HAVE CONSENTED TO THE TRUSTEE  FORWARDING TO THE CORRIDOR  COUNTERPARTY ANY SUCH TAX CERTIFICATION  FORM IT
         HAS PROVIDED  AND UPDATED IN  ACCORDANCE  WITH THESE  TRANSFER  RESTRICTIONS.  ANY  PURPORTED  SALES OR TRANSFERS OF ANY CLASS
         II-B-IO  CERTIFICATE  TO A TRANSFEREE  WHICH DOES NOT COMPLY WITH THESE  REQUIREMENTS  SHALL BE DEEMED NULL AND VOID UNDER THE
         AGREEMENT.

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         Section 5.02.    Registration  of Transfer and Exchange of  Certificates.  (a) The  Trustee  shall  maintain at its Corporate
Trust Office a Certificate  Register in which,  subject to such reasonable  regulations as it may prescribe,  the Trustee shall provide
for the registration of Certificates and of transfers and exchanges of Certificates as herein provided.

         (b)      Subject to Section 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 a Private  Certificate  or a Residual  Certificate,  whether upon  original  issuance or subsequent
transfer,  each  holder of such  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
Section  5.02(h),  the  following  restrictions  shall apply with respect to the transfer  and  registration  of transfer of an Private
Certificate or a Residual 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 along with facts surrounding the
transfer as set forth in Exhibit F-1 hereto;  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)      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
Section 5.02(h), the rules of the Depository and the following:

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                  (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 Section 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 Section 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 Section  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 Section  5.02(h),  the rules of the
Depository and the following:

                  (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.

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                  (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)  or any integral  multiple of $1.00 in excess thereof) by surrendering  such Certificate at
the Corporate Trust Office of the Trustee,  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 of the Trustee,  sign,  countersign  and deliver at the
Corporate  Trust  Office of the  Trustee,  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 of the Trustee 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 of the Trustee;  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.

                                                                 128


         (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,  the  Trustee nor 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.

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         Section 5.05.    Transfer Restrictions on Residual  Certificates.  (a) Residual  Certificates,  or interests therein, may not
be  transferred  without the prior express  written  consent of the Tax Matters  Person and the Sponsor,  which cannot be  unreasonably
withheld.  As a prerequisite to such consent,  the proposed transferee must provide the Tax Matters Person, the Sponsor and the Trustee
with an affidavit that the proposed  transferee is a Permitted  Transferee (and,  unless the Tax Matters Person and the Sponsor consent
to the transfer to a person who is not a U.S. Person, an affidavit that it is a U.S. Person) as provided in Section 5.05(b).

         (b)      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,  the proposed  transferee  (including the
initial  purchasers  thereof)  delivers to the Tax Matters  Person,  the Trustee and the  Depositor an  affidavit in the form  attached
hereto as Exhibit E stating,  among other things,  that as of the date of such transfer (i) such  transferee is a Permitted  Transferee
and that  (ii) such  transferee  is not  acquiring  such  Residual  Certificate  for the  account of any person who is not a  Permitted
Transferee.  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 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 Section  5.05(b),  then the prior Holder  thereof  shall,  upon  discovery that the transfer of
such  Residual  Certificate  was not in fact  permitted  by this  Section  5.05(b),  be  restored  to all  rights  as a Holder  thereof
retroactive to the date of the purported  transfer.  None of the Trustee,  the Tax Matters  Person 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 Section 5.05(b) 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 written  affidavit  referred to above was received with respect
to such transfer,  and the Tax Matters Person, the Trustee and the Depositor,  as applicable,  had no knowledge that it was 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 Section  5.05(b) 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(b) 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 or the  Depositor  to ensure that the  Residual  Certificates  are not  transferred  to any Person who is not a
Permitted  Transferee  and that any transfer of such  Residual  Certificates  will not cause the  imposition of a tax upon the Trust or
cause any 2007-AR3 REMIC to fail to qualify as a REMIC.

         (c)      The Class R-X Certificates  (including a beneficial  interest  therein) and, unless the Tax Matters Person shall have
consented in writing (which consent may be withheld in the Tax Matters Person's sole discretion),  the Class R Certificates  (including
a beneficial interest therein) may not be purchased by or transferred to any person who is not a United States Person.

                                                                 130


         (d)      By accepting a Residual  Certificate,  the purchaser thereof agrees to be a Tax Matters Person if it is the Holder of
the  largest  percentage  interest  of such  Certificate,  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  Certificates.  (a) No  offer,  sale,  transfer  or other  disposition
(including  pledge) of any 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.  Except
with  respect to (i) the  initial  transfer of the Class XP  Certificates  or Class R-X  Certificates  on the  Closing  Date,  (ii) the
transfer  of any Class of  Certificates,  including  the Class  R-X  Certificates,  to any NIM  Issuer or any NIM  Trustee,  or (iii) a
transfer of the Class XP  Certificates or the Class R-X  Certificates to the Depositor or any Affiliate of the Depositor,  in the event
that a transfer of a Certificate  which is a Physical  Certificate  is to be made in reliance upon an exemption from the Securities Act
and applicable  state  securities  laws, in order to assure  compliance  with the  Securities  Act and such laws,  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 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 Private Certificates shall each bear a Securities Legend.

         Section 5.07.    ERISA  Restrictions.  (a) Subject to the provisions of subsection  (b), no Residual  Certificates or Private
Certificates  may be acquired  directly or indirectly  by, or on behalf of, an employee  benefit plan or other  retirement  arrangement
that is subject to Title I of ERISA or  Section 4975 of the Code (a "Plan"),  or by a person using "plan assets" of a Plan,  unless the
proposed  transferee  provides the Trustee,  with an Opinion of Counsel  addressed to the Servicer and the Trustee (upon which they may
rely) that is satisfactory to the Trustee,  which opinion will not be at the expense of the Servicer or the Trustee,  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 Servicer or the Trustee to any
obligation in addition to those undertaken in this Agreement.

         (b)      Unless such Person has provided an Opinion of Counsel in accordance  with Section  5.07(a),  any Person  acquiring an
interest  in a Global  Certificate  which is a  Private  Certificate,  by  acquisition  of such  Certificate,  shall be  deemed to have
represented  to the Trustee,  and any Person  acquiring an interest in a Private  Certificate  in  definitive  form shall  represent in
writing to the Trustee,  that it is not acquiring an interest in such  Certificate  directly or indirectly by, or on behalf of, or with
"plan assets" of, any Plan.

                                                                 131


         (c)      Each beneficial owner of a Class I-X, Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4,  Class I-B-5,  Class I-B-6,
Class I-B-7,  Class I-B-8,  Class I-B-9,  Class II-B-1,  Class II-B-2,  Class II-B-3,  Class II-B-4 or Class II-B-5  Certificate or any
interest  therein shall be deemed to have  represented,  by virtue of its  acquisition  or holding of that  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) such Certificate is rated at least "BBB-" or its equivalent by S&P, Moody's,  Fitch,  Inc., DBRS Limited or DBRS, Inc., (ii)
such  beneficial  owner is not a Plan or investing  with "plan  assets" of any Plan, 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  Servicer nor the Trustee will be required to monitor,  determine  or inquire as to  compliance  with the
transfer  restrictions  with respect to the Global  Certificates.  Any attempted or purported  transfer of any Certificate in violation
of the  provisions  of Sections  (a), (b) or (c) above 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 Servicer from and against any and all liabilities,  claims,  costs or expenses incurred
by the Trustee or the Servicer as a result of such  attempted or purported  transfer.  The Trustee shall have no liability for transfer
of any such Global  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 Private  Certificates  are  outstanding,  (1) the  Sponsor  will
provide or cause to be provided to any holder of such Private  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 Sponsor 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 Private Certificates conducted in accordance with Rule 144A.

                                                                 132


                                                              ARTICLE VI

                                                    Payments to Certificateholders

         Section 6.01.    Distributions on the Certificates.  (a) On each Distribution Date, an amount equal to the Interest Funds and
Principal  Funds with  respect to Loan Group I for such  Distribution  Date shall be  withdrawn  by the Trustee  from the  Distribution
Account to the extent of funds on deposit with  respect to Loan Group I therein and  distributed  for such  Distribution  Date,  in the
following order of priority:

         First,  from Interest Funds,  from Loan Group I, on each  Distribution  Date on and after the Distribution Date in April 2017,
if applicable, to the Final Maturity Reserve Account, an amount equal to the Coupon Strip for such Distribution Date.

         Second,  from  Interest  Funds,  from Loan Group I, to pay any  accrued and unpaid  interest  on the Class I-A,  Class I-B and
Class I-X Certificates in the following order of priority:

                  1.       to each Class of Class I-A  Certificates  and Class I-X  Certificates,  the  Current  Interest  and then any
         Interest Carry Forward Amount for each such Class,  pro rata,  based on the Current Interest and Interest Carry Forward Amount
         due to each such Class;

                  2.       to the Class I-B-1,  Class I-B-2,  Class I-B-3,  Class I-B-4,  Class I-B-5,  Class I-B-6, Class I-B-7, Class
         I-B-8 and Class I-B-9 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates;

                  3.       any  Excess   Spread  with  respect  to  Loan  Group  I  to  the  extent   necessary  to  meet  a  level  of
         overcollateralization  equal to the Group I  Overcollateralization  Target  Amount  will be the Extra  Principal  Distribution
         Amount with respect to Loan Group I and will be included as part of the Group I Principal  Distribution Amount and distributed
         in accordance with Third (A) and (B) below; and

                  4.       any remaining  Excess  Spread with respect to Loan Group I will be the Remaining  Excess Spread with respect
         to Loan Group I and will be applied,  together with the Group I  Overcollateralization  Release Amount, as Excess Cashflow for
         Loan Group I pursuant to clauses Fourth through Eighteenth below.

         Third, to pay as principal on the Class I-A Certificates and Class I-B Certificates, in the following order of priority:

         (A)      For each  Distribution  Date (i) prior to the related  Stepdown  Date or (ii) on which a Group I Trigger  Event is in
         effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed as follows:

                  1.       to each Class of Class I-A Certificates on a pro rata basis until the Current  Principal Amount of each such
         Class is reduced to zero;

                                                                 133


                  2.       to the Class I-B-1  Certificates,  any  remaining  Group I Principal  Distribution  Amount until the Current
         Principal Amount thereof is reduced to zero;

                  3.       to the Class I-B-2  Certificates,  any  remaining  Group I Principal  Distribution  Amount until the Current
         Principal Amount thereof is reduced to zero;

                  4.       to the Class I-B-3  Certificates,  any  remaining  Group I Principal  Distribution  Amount until the Current
         Principal Amount thereof is reduced to zero;

                  5.       to the Class I-B-4  Certificates,  any  remaining  Group I Principal  Distribution  Amount until the Current
         Principal Amount thereof is reduced to zero;

                  6.       to the Class I-B-5  Certificates,  any  remaining  Group I Principal  Distribution  Amount until the Current
         Principal Amount thereof is reduced to zero;

                  7.       to the Class I-B-6  Certificates,  any  remaining  Group I Principal  Distribution  Amount until the Current
         Principal Amount thereof is reduced to zero;

                  8.       to the Class I-B-7  Certificates,  any  remaining  Group I Principal  Distribution  Amount until the Current
         Principal Amount thereof is reduced to zero;

                  9.       to the Class I-B-8  Certificates,  any  remaining  Group I Principal  Distribution  Amount until the Current
         Principal Amount thereof is reduced to zero; and

                  10.      to the Class I-B-9  Certificates,  any  remaining  Group I Principal  Distribution  Amount until the Current
         Principal Amount thereof is reduced to zero.

         (B)      For each  Distribution  Date on or after the  related  Stepdown  Date,  so long as a Group I Trigger  Event is not in
         effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed as follows:

                  1.       to the Class I-A Certificates,  from the Group I Principal Distribution Amount, an amount equal to the Class
         I-A Principal  Distribution  Amount will be distributed to each Class of Class I-A  Certificates on a pro rata basis until the
         Current Principal Amount of each such Class is reduced to zero;

                  2.       to the Class I-B-1 Certificates,  from any remaining Group I Principal  Distribution Amount, the Class I-B-1
         Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;

                  3.       to the Class I-B-2 Certificates,  from any remaining Group I Principal  Distribution Amount, the Class I-B-2
         Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;

                  4.       to the Class I-B-3 Certificates,  from any remaining Group I Principal  Distribution Amount, the Class I-B-3
         Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;

                                                                 134


                  5.       to the Class I-B-4 Certificates,  from any remaining Group I Principal  Distribution Amount, the Class I-B-4
         Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;

                  6.       to the Class I-B-5 Certificates,  from any remaining Group I Principal  Distribution Amount, the Class I-B-5
         Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;

                  7.       to the Class I-B-6 Certificates,  from any remaining Group I Principal  Distribution Amount, the Class I-B-6
         Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;

                  8.       to the Class I-B-7 Certificates,  from any remaining Group I Principal  Distribution Amount, the Class I-B-7
         Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;

                  9.       to the Class I-B-8 Certificates,  from any remaining Group I Principal  Distribution Amount, the Class I-B-8
         Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; and

                  10.      to the Class I-B-9 Certificates,  from any remaining Group I Principal  Distribution Amount, the Class I-B-9
         Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero.

         Fourth,  from any Excess  Cashflow with respect to Loan Group I, to the Class I-A  Certificates,  pro rata in accordance  with
the respective  amounts owed to each such Class, an amount equal to (a) any remaining  Interest Carry Forward Amount,  and then (b) any
Unpaid Realized Loss Amount for such Class for such Distribution Date;

         Fifth,  from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1  Certificates,  an amount equal to
(a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;

         Sixth,  from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-2  Certificates,  an amount equal to
(a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;

         Seventh,  from any remaining  Excess Cashflow with respect to Loan Group I, to the Class I-B-3  Certificates,  an amount equal
to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;

         Eighth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-4  Certificates,  an amount equal to
(a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;

         Ninth,  from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-5  Certificates,  an amount equal to
(a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;

                                                                 135


         Tenth,  from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-6  Certificates,  an amount equal to
(a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;

         Eleventh,  from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-7  Certificates,  an amount equal
to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;

         Twelfth,  from any remaining  Excess Cashflow with respect to Loan Group I, to the Class I-B-8  Certificates,  an amount equal
to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;

         Thirteenth,  from any  remaining  Excess  Cashflow  with respect to Loan Group I, to the Class I-B-9  Certificates,  an amount
equal to (a) any Interest  Carry Forward  Amount,  and then (b) any Unpaid  Realized  Loss Amount for such Class for such  Distribution
Date;

         Fourteenth,  from  amounts in the  Adjustable  Rate  Supplemental  Fund with respect to Loan Group I (only with respect to the
initial  Distribution  Date as described  herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-A
Certificates,  any Basis Risk Shortfall  Carry Forward Amount for each such Class for such  Distribution  Date, pro rata,  based on the
Basis Risk Shortfall Carry Forward Amount owed to each such Class;

         Fifteenth,  from  amounts in the  Adjustable  Rate  Supplemental  Fund with  respect to Loan Group I (only with respect to the
initial  Distribution  Date as described  herein) and from any  remaining  Excess  Cashflow  with respect to Loan Group I, to the Class
I-B-1,  Class  I-B-2,  Class I-B-3,  Class I-B-4,  Class I-B-5,  Class I-B-6,  Class I-B-7,  Class I-B-8 and Class I-B-9  Certificates,
sequentially, in that order, any Basis Risk Shortfall Carry Forward Amount, in each case for such Class for such Distribution Date;

         Sixteenth,  if the Adjustable Rate Supplemental Fund has not been terminated  pursuant to Section 4.05, to the Adjustable Rate
Supplemental  Fund,  the  lesser of (A) any  remaining  amounts,  and (B) the  amount  which,  when  added to amounts on deposit in the
Adjustable Rate Supplemental Fund, would equal $25,000 with respect to Loan Group I;

         Seventeenth,  from any remaining  Excess  Cashflow with respect to Loan Group I, to the Class I-B-IO  Certificates,  the Class
I-B-IO Distribution Amount for such Distribution Date, and

         Eighteenth, any remaining amounts with respect to Loan Group I to the Residual Certificates.

         If on the initial  Distribution  Date, the amounts  payable to the Class I-A  Certificates  and the Class I-B  Certificates in
respect of the related  Interest Funds for such  Distribution  Date is reduced due to the  application of the related Net Rate Cap, the
Trustee shall  transfer from amounts on deposit in the  Adjustable  Rate  Supplemental  Fund for Loan Group I for  distribution  to the
applicable  Class or Classes of Group I  Certificates  on such  Distribution  Date,  an amount equal to the lesser of (i) the amount on
deposit in the Adjustable Rate Supplemental Fund for Loan Group I, and (ii) the amount of such applicable shortfall.

                                                                 136


         All payments of amounts in respect of Basis Risk  Shortfall  Carry  Forward  Amounts made  pursuant to the  provisions of this
paragraph (a) (including  amounts paid from the Adjustable Rate  Supplemental  Fund) shall, for federal income tax purposes,  be deemed
to have been  distributed  from REMIC IV to the holder of the Class I-B-IO  Certificates and then paid outside of any 2007-AR3 REMIC to
the recipients  thereof  pursuant to an interest rate cap contract.  By accepting their  Certificates  the holders of the  Certificates
agree so to treat such payments for purposes of filing their income tax returns.

         For federal income tax purposes,  payment of any interest  accrued at a  Pass-Through  Rate in excess of the Modified Net Rate
Cap, to the Class I-A Certificates  and Class I-B Certificates  shall be treated as paid outside of any 2007-AR3 REMIC and shall not be
part of the  entitlement  of the REMIC IV  Regular  Interest  the  ownership  of which is  represented  by such  Class of  Certificates
receiving such payment.

         (b)      On each  Distribution  Date, an amount equal to the Interest Funds and Principal  Funds with respect to Loan Group II
for such  Distribution  Date shall be  withdrawn by the Trustee  from the  Distribution  Account to the extent of funds on deposit with
respect to Loan Group II therein and distributed for such Distribution Date, in the following order of priority:

         First,  from  Interest  Funds  with  respect  to Loan  Group II, to pay any  accrued  and  unpaid  interest  on the Class II-A
Certificates and the Class II-B Certificates in the following order of priority:

                  1.       to pay interest on the Class II-A Certificates in the following order of priority:

                           a.       from  Interest  Funds  with  respect  to  Sub-Loan  Group  II-1,  to  each  Class  of  Class  II-1A
         Certificates,  the Current  Interest and then any Interest  Carry Forward Amount for each such Class,  pro rata,  based on the
         Current Interest and Interest Carry Forward Amount due to each such Class; and

                           b.       from Interest  Funds with respect to Sub-Loan  Group II-2, to the Class II-2A-1  Certificates,  the
         Current Interest and then any Interest Carry Forward Amount for such Class;

                           c.       (i)     to the extent that Interest Funds with respect to Sub-Loan Group II-1 are  insufficient  to
         pay the Current  Interest and any Interest Carry Forward Amount with respect to any Class of the Class II-1A  Certificates  on
         such  Distribution  Date, any Interest Funds with respect to Sub-Loan  Group II-2  remaining  after the payments  described in
         paragraph (b) above shall be paid to each Class of the Class II-1A  Certificates  to cover any such  deficiency  for each such
         Class, pro rata,  based on the unpaid Current Interest and Interest Carry Forward Amount due to each such Class; or

                                    (ii)    to the extent that Interest Funds with respect to Sub-Loan Group II-2 are  insufficient  to
         pay the Current  Interest  and any  Interest  Carry  Forward  Amount with respect to the Class  II-2A-1  Certificates  on such
         Distribution  Date,  any  Interest  Funds with  respect to Sub-Loan  Group II-1  remaining  after the  payments  described  in
         paragraph (a) above shall be paid to the Class II-2A-1 Certificates to cover any such deficiency;

                                                                 137


                  2.       any remaining  Interest Funds with respect to both Sub-Loan  Groups will be included as part of the Interest
         Funds with respect to Loan Group II to pay interest on the Class II-B Certificates in the following order of priority:

                           a.       to the Class II-B-1,  Class  II-B-2,  Class  II-B-3,  Class  II-B-4,  Class II-B-5 and Class II-B-6
         Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates;

                           b.       any  Excess  Spread  with  respect  to Loan  Group II to the  extent  necessary  to meet a level of
         overcollateralization  equal to the Group II  Overcollateralization  Target  Amount will be the Extra  Principal  Distribution
         Amount  with  respect  to Loan  Group II and will be  included  as part of the  Group II  Principal  Distribution  Amount  and
         distributed in accordance with Second (A) and (B) below; and

                           c.       any remaining  Excess Spread with respect to Loan Group II will be the Remaining Excess Spread with
         respect to Loan Group II and will be applied,  together with the Group II  Overcollateralization  Release  Amount with respect
         to Loan Group II, as Excess Cashflow for Loan Group II pursuant to clauses Third through Fourteenth  below.

         Second, to pay as principal on the Class II-A Certificates and Class II-B Certificates, in the following order of priority:

(A)      For each  Distribution  Date (i) prior to the related  Stepdown  Date or (ii) on which a Group II Trigger  Event is in effect,
from the Group II Principal Distribution Amount for such Distribution Date:

                  1.       to each  Class  of Class II-A Certificates, concurrently to (i) the Class II-1A-1,  Class II-1A-2 and  Class
         II-1A-3 Certificates,  pro rata, and  (ii) the Class II-2A-1 Certificates,  until  the Current Principal  Amount  of each such
         Class is reduced to zero;

                  2.       a.       if,  following  the  payment of the  Sub-Group  II-1  Principal  Distribution  Amount  pursuant  to
         paragraph 1 above, the aggregate Current  Principal Amount of the Class II-1A  Certificates is reduced to zero and the Current
         Principal Amount of the Class II-2A-1 Certificates after taking into account the Sub-Group II-2 Principal  Distribution Amount
         is greater than zero, then any such remaining amount of the Sub-Group II-1 Principal  Distribution Amount shall be distributed
         to the Class II-2A-1 Certificates until the Current Principal Amount of such Class is reduced to zero; or

                           b.       if,  following  the  payment of the  Sub-Group  II-2  Principal  Distribution  Amount  pursuant  to
         paragraph  1 above,  the  Current  Principal  Amount of the Class  II-2A-1  Certificates  is reduced  to zero and the  Current
         Principal  Amount of any Class of the Class  II-1A  Certificates  after  taking  into  account the  Sub-Group  II-1  Principal
         Distribution  Amount is greater than zero, then any such remaining amount of the Sub-Group II-2 Principal  Distribution Amount
         shall be distributed  to the Class II-1A  Certificates,  pro rata,  until the Current  Principal  Amount of each such Class is
         reduced to zero;

                                                                 138


                  3.       any remaining  Principal  Distribution Amount with respect to both Sub-Loan Groups will be paid to the Class
         II-B Certificates in the following order of priority:

                           a.       to the Class II-B-1  Certificates,  any remaining Group II Principal  Distribution Amount until the
         Current Principal Amount thereof is reduced to zero;

                           b.       to the Class II-B-2  Certificates,  any remaining Group II Principal  Distribution Amount until the
         Current Principal Amount thereof is reduced to zero;

                           c.       to the Class II-B-3  Certificates,  any remaining Group II Principal  Distribution Amount until the
         Current Principal Amount thereof is reduced to zero;

                           d.       to the Class II-B-4  Certificates,  any remaining Group II Principal  Distribution Amount until the
         Current Principal Amount thereof is reduced to zero;

                           e.       to the Class II-B-5  Certificates,  any remaining Group II Principal  Distribution Amount until the
         Current Principal Amount thereof is reduced to zero; and

                           f.       to the Class II-B-6  Certificates,  any remaining Group II Principal  Distribution Amount until the
         Current Principal Amount thereof is reduced to zero.

(B)      For each  Distribution  Date on or after the related Stepdown Date, so long as a Group II Trigger Event is not in effect,  the
Group II Principal Distribution Amount with respect to Loan Group II for such Distribution Date will be distributed as follows:

                  1.       to each  Class of the Class II-A  Certificates,  concurrently  (i) the Class  II-1A  Principal  Distribution
         Amount,  to the Class II-1A  Certificates,  pro rata, and (ii) the Class II-2A  Principal  Distribution  Amount,  to the Class
         II-2A-1 Certificates, until the Current Principal Amount of each such Class is reduced to zero;

                  2.       (a)      if, following the payment of the Class II-1A Principal  Distribution Amount pursuant to paragraph 1
         above, the aggregate  Current  Principal Amount of the Class II-1A  Certificates is reduced to zero and the Current  Principal
         Amount of the Class II-2A-1  Certificates after taking into account the Class II-2A Principal  Distribution  Amount is greater
         than zero, then any such remaining amount of the Class II-1A Principal  Distribution  Amount shall be distributed to the Class
         II-2A-1 Certificates until the Current Principal Amount of such Class is reduced to zero; or

                           (b)      if, following the payment of the Class II-2A Principal  Distribution Amount pursuant to paragraph 1
         above, the Current  Principal Amount of the Class II-2A-1  Certificates is reduced to zero and the Current Principal Amount of
         any Class of the Class II-1A Certificates after taking into account the Class II-1A Principal  Distribution  Amount is greater
         than zero, then any such remaining amount of the Class II-2A Principal  Distribution  Amount shall be distributed to the Class
         II-1A Certificates, pro rata, until the Current Principal Amount of each such Class is reduced to zero;

                  3.       any remaining  Principal  Distribution  Amount with respect to each Sub-Loan Group will be paid to the Class
         II-B Certificates in the following order of priority:

                                                                 139


                           a.       to the Class II-B-1  Certificates,  from any remaining Group II Principal  Distribution Amount, the
         Class II-B-1 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;

                           b.       to the Class II-B-2  Certificates,  from any remaining Group II Principal  Distribution Amount, the
         Class II-B-2 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;

                           c.       to the Class II-B-3  Certificates,  from any remaining Group II Principal  Distribution Amount, the
         Class II-B-3 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;

                           d.       to the Class II-B-4  Certificates,  from any remaining Group II Principal  Distribution Amount, the
         Class II-B-4 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero;

                           e.       to the Class II-B-5  Certificates,  from any remaining Group II Principal  Distribution Amount, the
         Class II-B-5 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; and

                           f.       to the Class II-B-6  Certificates,  from any remaining Group II Principal  Distribution Amount, the
         Class II-B-6 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero.

         Third,  from any Excess Cashflow with respect to Loan Group II, to the Class II-A  Certificates,  pro rata, in accordance with
the  respective  amounts owed to each such Class an amount equal to (a) any  remaining  Interest  Carry Forward  Amount,  for each such
Class to the extent not fully paid  pursuant to subclause  First (1) above and then (b) any Unpaid  Realized  Loss Amount for each such
Class for such Distribution Date.

         Fourth,  from any remaining Excess Cashflow with respect to Loan Group II, to the Class II-B-1  Certificates,  an amount equal
to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;

         Fifth,  from any remaining  Excess Cashflow with respect to Loan Group II, to the Class II-B-2  Certificates,  an amount equal
to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;

         Sixth,  from any remaining  Excess Cashflow with respect to Loan Group II, to the Class II-B-3  Certificates,  an amount equal
to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;

         Seventh,  from any remaining Excess Cashflow with respect to Loan Group II, to the Class II-B-4 Certificates,  an amount equal
to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;

                                                                 140


         Eighth,  from any remaining Excess Cashflow with respect to Loan Group II, to the Class II-B-5  Certificates,  an amount equal
to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date;

         Ninth,  from amounts in the Adjustable Rate  Supplemental Fund with respect to Loan Group II (only with respect to the initial
Distribution  Date as  described  herein)  and any  remaining  Excess  Cashflow  with  respect  to Loan  Group II,  to the  Class  II-A
Certificates,  any Basis Risk Shortfall  Carry Forward Amount for each such Class for such  Distribution  Date, pro rata,  based on the
Basis Risk  Shortfall  Carry Forward Amount owed to each such Class (any such amounts  distributable  from Excess Cash Flow being first
deposited to, and then immediately withdrawn from, the Reserve Fund as provided in Section 4.08);

         Tenth,  from amounts in the Adjustable Rate  Supplemental Fund with respect to Loan Group II (only with respect to the initial
Distribution  Date as described  herein) and any remaining  Excess  Cashflow with respect to Loan Group II, to the Class II-B-1,  Class
II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates,  sequentially,  in that order, any Basis Risk Shortfall
Carry Forward Amount,  for each such Class and for such Distribution Date (any such amounts  distributable  from Excess Cash Flow being
first deposited to, and then immediately withdrawn from, the Reserve Fund as provided in Section 4.08);

         Eleventh,  if the Adjustable Rate Supplemental  Fund has not been terminated  pursuant to Section 4.05, to the Adjustable Rate
Supplemental  Fund,  the  lesser of (A) any  remaining  amounts,  and (B) the  amount  which,  when  added to amounts on deposit in the
Adjustable Rate Supplemental Fund, would equal $25,000 with respect to Loan Group II;

         Twelfth,  from any  remaining  Excess  Cashflow with respect to Loan Group II, to the Class  II-B-IO  Certificates,  the Class
II-B-IO Distribution Amount for such Distribution Date;

         Thirteenth,  from any  remaining  Excess  Cashflow  with  respect to Loan  Group II, to the Class  II-B-IO  Certificates,  any
unreimbursed Class II-B-IO Advances; and

         Fourteenth, any remaining amounts with respect to Loan Group II to the Residual Certificates.

         If on the initial  Distribution  Date, the amounts payable to the Class II-A  Certificates and the Class II-B  Certificates in
respect of the related  Interest Funds for such  Distribution  Date is reduced due to the  application of the related Net Rate Cap, the
Trustee shall transfer from amounts on deposit in the  Adjustable  Rate  Supplemental  Fund for Loan Group II for  distribution  to the
applicable  Class or Classes of Group II  Certificates  on such  Distribution  Date, an amount equal to the lesser of (i) the amount on
deposit in the Adjustable Rate Supplemental Fund for Loan Group II and (ii) the amount of such applicable shortfall.

         All payments of amounts in respect of Basis Risk  Shortfall  Carry  Forward  Amounts made  pursuant to the  provisions of this
paragraph (b) (including  amounts paid from the Adjustable Rate  Supplemental  Fund) shall, for federal income tax purposes,  be deemed
to have been distributed  from REMIC IV to the holder of the Class II-B-IO  Certificates and then paid outside of any 2007-AR3 REMIC to
the recipients  thereof  pursuant to an interest rate cap contract.  By accepting their  Certificates  the holders of the  Certificates
agree so to treat such payments for purposes of filing their income tax returns.

                                                                 141


         (c)      On each Distribution Date, amounts received under each Corridor Contract  benefiting the Group II  Certificateholders
and with respect to such Distribution Date will be allocated in the following order of priority:

         First,  to the Holders of the related Class of  Certificates,  the payment of any Basis Risk Shortfall  Carry Forward  Amounts
for such Class to the extent not covered by the related Excess Cashflow on such Distribution Date;

         Second, from any remaining amounts,  to the Holders of the related Class of Certificates,  the payment of any Current Interest
and Interest Carry Forward Amount for such Class to the extent not covered by Interest  Funds or Excess  Cashflow on such  Distribution
Date;

         Third, from any excess amounts  available from each Corridor  Contract  relating to the Group II Certificates,  to the Holders
of the Class II-A  Certificates,  pro rata, and then to the Holders of the Class II-B-1,  the Class II-B-2, the Class II-B-3, the Class
II-B-4,  the Class II-B-5 and the Class II-B-6  Certificates,  in that order,  the payment of any Basis Risk  Shortfall  Carry  Forward
Amounts,  Current  Interest and Interest  Carry  Forward  Amounts for such Classes to the extent not paid  pursuant to clauses First or
Second above or covered by related Interest Funds or related Excess Cashflow on such Distribution Date; and

         Fourth, to the Class II-B-IO Certificateholders, any remaining amounts.

         On each  Distribution  Date,  amounts on deposit in the Reserve Fund for the benefit of the related Group II Certificates will
be allocated first to the Class II-A  Certificates,  pro rata, based on the current Realized Losses and any Unpaid Realized Loss Amount
for each such Class for such Distribution  Date, and then to the Class II-B-1,  the Class II-B-2,  the Class II-B-3,  the Class II-B-4,
the Class II-B-5 and the Class II-B-6  Certificates,  in that order,  to pay any current  Realized  Losses and any Unpaid Realized Loss
Amount, in each case, for such Class and for such Distribution Date.

         All Corridor  Contract  Payment  Amounts made with respect to Current  Interest  and Interest  Carry  Forward  Amounts will be
treated,  for  federal  income  tax  purposes,  as  reimbursable  advances  ("Class  II-B-IO  Advances")  made from the  Class  II-B-IO
Certificateholders.  Such  Class  II-B-IO  Advances  will be paid back to the Class  II-B-IO  Certificateholders  pursuant  to  Section
6.01(b).

         (d)      On each Distribution Date, all amounts transferred from the Class XP Reserve Account representing  Prepayment Charges
in respect of the Prepayment  Charge Loans in the related Loan Group received  during the related  Prepayment  Period will be withdrawn
from the  Distribution  Account and  distributed by the Trustee as follows:  (I) with respect to the Class I-XP  Certificates,  (i) all
Prepayment  Charges  received on the Hard  Prepayment  Charge  Loans (to the extent not waived or retained by the Servicer as set forth
herein),  to the Class I-XP-2  Certificates and (ii) all other Prepayment Charges received on the Group I Mortgage Loans (to the extent
not waived or retained by the  Servicer as set forth  herein),  to the Class  I-XP-1  Certificates  and (II) with  respect to the Class
II-XP  Certificates,  all  Prepayment  Charges  received  on the Group II  Mortgage  Loans (to the extent not waived or retained by the
Servicer as set forth  herein),  to the Class II-XP  Certificates.  Amounts  transferred  to the Class XP Reserve  Account shall not be
available for distribution to the holders of any other Class of Certificates.

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         (e)      The  expenses and fees of the Trust shall be paid by each of the 2007-AR3  REMICs,  to the extent that such  expenses
relate to the assets of each of such respective  2007-AR3  REMICs,  and all other expenses and fees of the Trust shall be paid pro rata
by each of the 2007-AR3 REMICs.

         Section 6.02.    Allocation of Losses and Subsequent  Recoveries.  (a) On or prior to each  Determination  Date, the Servicer
shall  determine  the amount of any Realized  Loss in respect of each Mortgage  Loan that  occurred  during the  immediately  preceding
calendar  month.  Any  Realized  Losses  with  respect to the  Mortgage  Loans shall be applied 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, as provided for in Section 6.01, in reduction of the Current  Principal  Amount of the
Class or Classes of Certificates in the related Loan Group to the extent provided in the definition of Applied Realized Loss Amount.

         (b)      In addition,  in the event that the Servicer  receives any  Subsequent  Recoveries,  the Servicer  shall deposit such
funds into the  Custodial  Account  pursuant to Section  4.01(a)(ii).  If, after taking into account such  Subsequent  Recoveries,  the
amount of a Realized  Loss is reduced,  the amount of such  remaining  Subsequent  Recoveries  will be applied to increase  the Current
Principal  Amount of the Class of  Subordinate  Certificates  in the  related  Loan Group with the  highest  payment  priority to which
Applied  Realized  Loss Amounts  have been  allocated,  but not by more than the amount of Applied  Realized  Loss  Amounts  previously
allocated  to that  Class  of  Subordinate  Certificates.  The  amount  of any  remaining  Subsequent  Recoveries  will be  applied  to
sequentially  increase the Current  Principal  Amount of the  Subordinate  Certificates  in the related Loan Group,  beginning with the
Class of  Subordinate  Certificates  with the next highest  payment  priority,  up to the amount of such Applied  Realized Loss Amounts
previously  allocated to such Class or Classes of Certificates.  Holders of such  Certificates  will not be entitled to any payments 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 6.03.    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.  The  Trustee's
calculations  of payments  shall be based  solely on  information  provided to the Trustee by the  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.

                                                                 143


         Section 6.04.    Statements to  Certificateholders.  (a) On each  Distribution  Date,  concurrently with each distribution to
Certificateholders,  the Trustee shall make  available to the parties  hereto and each  Certificateholder  via the  Trustee's  internet
website as set forth below, the following  information,  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  Class  B-IO
Certificates, a Notional Amount of $1,000:

                  (i)      the Current  Principal Amount or Notional Amount of each Class after giving effect (i) to all  distributions
allocable to principal on such  Distribution  Date and (ii) the allocation of any Applied  Realized Loss Amounts for such  Distribution
Date;

                  (ii)     the amount of the related  distribution  to the Holders of each Class  allocable  to  principal,  separately
identifying (A) the aggregate amount of any Principal  Prepayments  included  therein,  (B) the aggregate of all scheduled  payments of
principal included therein and (C) the Extra Principal Distribution Amount (if any);

                  (iii)    the Pass-Through  Rate for each applicable Class of Certificates with respect to the current Accrual Period,
and, if applicable, whether such Pass-Through Rate was limited by applicable the Net Rate Cap;

                  (iv)     with respect to each Loan Group or Sub-Loan  Group, as applicable,  the amount of such  distribution to each
Certificate  allocable to interest  and,  with  respect to the Group II  Certificates,  the portion  thereof,  if any,  provided by the
related Corridor Contract;

                  (v)      the dates of the applicable accrual periods for calculating distributions and general Distribution Dates;

                  (vi)     with respect to each Loan Group or Sub-Loan  Group,  as  applicable,  the total cash flows  received and the
general sources thereof;

                  (vii)    the amount,  if any,  of fees or expenses  accrued  and paid,  with an  identification  of the payee and the
general  purpose of such fees  including  the related  amount of the  Servicing Fee paid to or retained by the Servicer for the related
Due Period and the Trustee Compensation paid to the Trustee for the related Due Period;

                  (viii)   the amount of any Corridor Contract Payment Amount payable to the Trustee;

                  (ix)     the Interest  Carry  Forward  Amount and any Basis Risk  Shortfall  Carry  Forward  Amount for each Class of
Certificates;

                                                                 144


                  (x)      with respect to each Loan Group or Sub-Loan  Group,  as  applicable,  the aggregate of the Stated  Principal
Balance of the related Mortgage Loans for the following Distribution Date;

                  (xi)     with respect to each Loan Group or Sub-Loan  Group,  as  applicable,  the number and  Outstanding  Principal
Balance of the related  Mortgage Loans that were  Delinquent  (exclusive of any Mortgage Loan in foreclosure) in respect of which using
the OTS method of calculation  (A) are 30 to 59 days Delinquent,  (B) are 60 to 89 days Delinquent,  (C) are 90 or more days Delinquent
and (D) foreclosure  proceedings  have been  commenced,  in each case as of the close of business on the last day of the calendar month
preceding  such  Distribution  Date and  separately  identifying  such  information  for the first lien Mortgage  Loans and second lien
Mortgage Loans;

                  (xii)    with respect to each Loan Group or Sub-Loan Group, as applicable,  the amount of Monthly  Advances  included
in the distribution on such Distribution Date (including the general purpose of such Monthly Advances);

                  (xiii)   with respect to each Loan Group or Sub-Loan Group, as applicable,  the cumulative amount of Applied Realized
Loss Amounts to date;

                  (xiv)    unless  otherwise  previously  reported  on Form  10-D,  material  modifications,  extensions  or waivers to
Mortgage Loan terms, fees, penalties or payments during the preceding calendar month or that have become material over time;

                  (xv)     with respect to each Loan Group or Sub-Loan Group, as applicable,  and with respect to any related  Mortgage
Loan that was liquidated  during the preceding  calendar month, the loan number and aggregate Stated Principal Balance of, and Realized
Loss on, such Mortgage Loan as of the close of business on the Determination Date preceding such Distribution Date;

                  (xvi)    with respect to each Loan Group or Sub-Loan Group, as applicable,  the total number and principal balance of
any real estate owned or REO Properties as of the close of business on the last day of the calendar month  preceding such  Distribution
Date;

                  (xvii)   with respect to each Loan Group or Sub-Loan  Group, as applicable,  the  three-month  rolling average of the
percent  equivalent of a fraction,  the numerator of which is the aggregate Stated Principal  Balance of the Mortgage Loans that are 60
days or more  Delinquent or are in bankruptcy or  foreclosure  or are REO  Properties,  and the  denominator  of which is the aggregate
Stated  Principal  Balance of all of the Mortgage  Loans in each case as of the close of business on the last day of the calendar month
preceding such Distribution Date and separately identifying such information for the first lien Mortgage Loans;

                  (xviii)  with respect to each Loan Group or Sub-Loan  Group,  as applicable,  the Realized  Losses during the related
Prepayment Period and the cumulative Realized Losses through the end of the preceding month;

                  (xix)    with respect to each Loan Group or Sub-Loan Group, as applicable, whether a Trigger Event exists;

                                                                 145


                  (xx)     updated pool composition  data including the weighted  average mortgage rate and weighted average  remaining
term;

                  (xxi)    with respect to each Loan Group or Sub-Loan Group, as applicable,  information regarding any new issuance of
securities  backed by the same asset pool,  any pool asset  changes,  such as  additions  or removals of Mortgage  Loans from the Trust
Fund, if applicable;

                  (xxii)   unless  otherwise   previously   reported  on  Form  10-D,  any  material   changes  in  the   solicitation,
credit-granting,  underwriting,  origination,  acquisition or Mortgage Loan selection  criteria or procedures,  as applicable,  used to
originate, acquire or select Mortgage Loans for the Trust Fund;

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

                  (xxiv)   the amount of the distribution  made on such  Distribution  Date to the Holders of the Class XP Certificates
allocable to the Prepayment Charges.

         (b)      The  Depositor  covenants  that if there is a material  change in the  solicitation,  credit-granting,  underwriting,
origination,  acquisition  or Mortgage Loan  selection  criteria or procedures,  as  applicable,  used to originate,  acquire or select
Mortgage  Loans for the Trust Fund it will notify the Trustee  five (5) calendar  days before each  Distribution  Date,  and if no such
notification  occurs,  the Trustee has no obligation  to report with respect to (w). The Depositor  covenants to the Trustee that there
will be no new  issuance  of  securities  backed by the same asset  pool,  so the  Trustee  will only be  responsible  in (v) above for
reporting any pool asset changes, such as additions or removals of Mortgage Loans from the Trust Fund.

         (c)      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 Servicer.  The Trustee may conclusively rely on such information
and shall not be required to confirm, verify or recalculate any such information.

         (d)      The Trustee may make available each month, to any interested party, the monthly statement to  Certificateholders  via
the  Trustee's  website  initially  located at  "www.ctslink.com."  Assistance  in using the  website  can be  obtained  by calling the
Trustee's customer service desk at (301) 815-6600.  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.

         (e)      Within a reasonable  period of time after the end of the preceding  calendar year beginning in 2008, the Trustee will
furnish  upon  request a 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)(i) and (a)(ii) 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 IRS 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.

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         Section 6.05.    Monthly  Advances.  If a portion of the  Scheduled  Payment on a Mortgage Loan that was due on a related Due
Date is delinquent  other than as a result of application of the Relief Act and exceeds the amount  deposited in the Custodial  Account
which will be used for an advance with respect to such Mortgage  Loan,  the Servicer  will deposit in the  Custodial  Account not later
than the Distribution  Account Deposit Date  immediately  preceding the related  Distribution  Date an amount equal to such deficiency,
net of the Servicing Fee for such Mortgage Loan,  except to the extent the Servicer  determines any such advance to be a Nonrecoverable
Advance.  If the Servicer deems an advance to be a  Nonrecoverable  Advance,  on the  Distribution  Account  Deposit Date, the Servicer
shall present an Officer's  Certificate to the Trustee  (i) stating  that the Servicer elects not to make a Monthly Advance in a stated
amount and (ii) detailing the reason it deems the advance to be a Nonrecoverable Advance.

         Notwithstanding  the  foregoing,  the amount of such  deposit  may be reduced by the Amount Held for Future  Distribution  (as
defined below) then on deposit in the Custodial  Account.  Any portion of the Amount Held for Future  Distribution  used to pay Monthly
Advances shall be replaced by the Servicer by deposit into the Custodial  Account on any future  Distribution  Account  Deposit Date to
the extent that the funds that are  available in the  Custodial  Account on such  Distribution  Account  Deposit Date are less than the
amount of payments required to be made by the Servicer on such Distribution Account Deposit Date.

         The "Amount Held for Future  Distribution" as to any Distribution  Account Deposit Date shall be the total of the amounts held
in the Custodial  Account at the close of business on the preceding  Determination  Date which were received  after the Cut-off Date on
account of (i) Liquidation Proceeds,  Insurance Proceeds,  and Principal Prepayments received or made in the month of such Distribution
Account  Deposit  Date,  and (ii)  payments  which  represent  early  receipt of scheduled  payments of interest due on a date or dates
subsequent to the related Due Date.

         Section 6.06.    Compensating  Interest  Payments.  The Servicer  shall deposit in the Custodial  Account not later than each
Distribution  Account  Deposit Date an amount equal to the lesser of (i) the sum of the  aggregate  amounts  required to be paid by the
Servicer  under this  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  and  (ii) the  Servicing  Fee for  such  Distribution  Date  (such  amount,  the
"Compensating  Interest  Payment").  The Servicer shall not be entitled to any  reimbursement  of any  Compensating  Interest  Payment.
Compensating  Interest Payments will be allocated to each Loan Group, on a pro rata basis,  based on the respective  amounts determined
by clause (i) of this Section 6.06.

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         Section 6.07.    Distributions on REMIC Regular Interests.

         (a)      On each  Distribution  Date, the Trustee shall be deemed to distribute to itself on behalf of REMIC III as the holder
of the REMIC II Regular  Interests,  those portions of the REMIC II  Distribution  Amount not designated to Component II of the Class R
Certificates, in the amounts and in accordance with the priorities set forth in the definition of REMIC II Distribution Amount.

         (b)      On each  Distribution  Date,  the Trustee shall be deemed to distribute to itself on behalf of REMIC IV as the holder
of the  REMIC I Regular  Interests  and the REMIC III  Regular  Interests,  those  portions  of the  REMIC I  Distribution  Amount  not
designated  to Component I of the Class R  Certificates  and those  portions of the REMIC III  Distribution  Amount not  designated  to
Component III of the Class R  Certificates,  in the amounts and in accordance with the priorities set forth in the definitions of REMIC
I Distribution Amount and REMIC III Distribution Amount, respectively.

         (c)      On each  Distribution  Date the Trustee shall be deemed to distribute  the REMIC IV  Distribution  Amount to: (i) the
holders of each Class of  Certificates  (other than the Class R, Class R-X,  Class B-IO and Class XP  Certificates),  as the holders of
the REMIC IV Regular  Interests  (other than REMIC IV Regular  Interests  I-B-IO-I,  I-B-IO-P,  II-B-IO-I  and  II-B-IO-P)  and (ii) to
itself on behalf of REMIC V, as the holder of REMIC IV Regular Interests I-B-IO-I,  I-B-IO-P,  II-B-IO-I and II-B-IO-P,  in the amounts
and in accordance with the priorities set forth in the definition of REMIC IV Distribution Amount.

         (d)      On each Distribution Date, the Trustee shall be deemed to distribute to the holders of the Class I-B-IO  Certificates
and the Class II-B-IO  Certificates,  as the holders of REMIC V Regular  Interests  I-B-IO and II-B-IO,  respectively,  the amounts set
forth in the definition of REMIC V Distribution Amount.

         (e)      Notwithstanding  the  deemed   distributions  on  the  REMIC  Regular  Interests  described  in  this  Section  6.07,
distributions of funds from the Distribution Account shall be made only in accordance with Section 6.01.

                                                              ARTICLE VII

                                                             The Servicer

         Section 7.01.    Liabilities of the Servicer.  The 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 Servicer.

         (a)      The 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.

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         (b)      Any Person into which the Servicer may be merged or  consolidated,  or any  corporation  resulting from any merger or
consolidation  to which the  Servicer  shall be a party,  or any  Person  succeeding  to the  business  of the  Servicer,  shall be the
successor  of the  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.

         (a)      The 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 or the  Certificates  or the powers of attorney  delivered by the Trustee  hereunder  (i) related  to the 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  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 Servicer and the Depositor  written notice thereof  promptly after the  Indemnified  Person shall have with
respect  to such  claim or legal  action  knowledge  thereof.  The  Trustee's  failure  to give any such  notice  shall not  affect the
Indemnified  Person's right to indemnification  hereunder,  except to the extent the Servicer is materially  prejudiced by such failure
to give notice.  This indemnity  shall survive the  resignation  or removal of the Servicer or the Trustee and the  termination of this
Agreement.

         (b)      The Depositor will indemnify any Indemnified Person for any loss,  liability or expense of any Indemnified Person not
otherwise covered by the Servicer's indemnification pursuant to Section  7.03(a).

         Section 7.04.    Limitations  on  Liability  of the  Servicer  and  Others.  Subject to the  obligation  of the  Servicer  to
indemnify the Indemnified Persons pursuant to Section 7.03:

         (a)      Neither the  Servicer nor any of the  directors,  officers,  employees  or agents of the Servicer  shall be under any
liability to the Indemnified Persons, the Depositor,  the Trust Fund or the  Certificateholders 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 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 Servicer and any director,  officer,  employee or agent of the Servicer may rely in good faith on any document of
any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.

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         (c)      The Servicer,  the Custodian and any director,  officer,  employee or agent of the Servicer or the Custodian 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 or the  Certificates,  other
than  (i) any  such loss,  liability  or expense  related to the  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  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  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 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  Certificateholders  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 Servicer shall be entitled to be reimbursed
therefor out of the  Custodial  Account as provided by  Section 4.02.  Nothing in this  Section  7.04(d)  shall  affect the  Servicer's
obligation to service and administer the Mortgage Loans in accordance with this Agreement.

         (e)      In taking or  recommending  any course of action pursuant to this Agreement,  unless  specifically  required to do so
pursuant  to this  Agreement,  the  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.

         Section 7.05.    Servicer  Not to Resign.  Except as  provided  in  Section 7.07,  the  Servicer  shall not  resign  from the
obligations  and duties hereby  imposed on it except upon a  determination  that any such duties  hereunder  are no longer  permissible
under  applicable law and such  impermissibility  cannot be cured.  Any such  determination  permitting the resignation of the 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 Servicer shall become  effective  until the Trustee or a successor to the Servicer  reasonably  satisfactory  to the
Trustee shall have assumed the  responsibilities  and  obligations of the Servicer in accordance with  Section 8.02.  The Trustee shall
notify the Rating Agencies upon notice of the resignation of the Servicer.

         Section 7.06.    Successor  Servicer.  In connection with the appointment of any successor  servicer or the assumption of the
duties of the Servicer,  the Depositor or the Trustee may make such  arrangements for the  compensation of such successor  servicer out
of payments on the Mortgage Loans as the Depositor or the Trustee and such successor  servicer shall agree.  If the successor  servicer
does not agree that such market value is a fair price,  such successor  servicer shall obtain two quotations of market value from third
parties actively engaged in the servicing of single-family  mortgage loans.  Notwithstanding  the foregoing,  the compensation  payable
to a successor  servicer  may not exceed the  compensation  which the Servicer  would have been  entitled to retain if the Servicer had
continued to act as Servicer hereunder.

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         Section 7.07.    Sale and  Assignment of  Servicing.  The Servicer may sell and assign its rights and delegate its duties and
obligations in its entirety as Servicer  under this  Agreement and the Depositor may terminate the Servicer  without cause and select a
new Servicer;  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 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 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 Servicer  and the  Trustee;  (iii) the  Servicer  assigning  and
selling the 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;  and (iv) in the event the Servicer is  terminated  without  cause by the
Depositor,  the Depositor shall pay the terminated  Servicer a termination fee equal to 0.25% of the aggregate Stated Principal Balance
of the Mortgage  Loans at the time the servicing of the Mortgage Loans is transferred  to the successor  Servicer.  No such  assignment
or delegation shall affect any rights or liability of the 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 Servicer:

                  (i)      The  Servicer  fails to cause to be  deposited  in the  Distribution  Account  any amount so  required to be
deposited  pursuant to this  Agreement  (other than a Monthly  Advance),  and such failure  continues  unremedied for a period of three
Business Days after the date upon which written  notice of such  failure,  requiring the same to be remedied,  shall have been given to
the Servicer; or

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                  (ii)     The  Servicer  fails to  observe or  perform  in any  material  respect  any other  material  covenants  and
agreements set forth in this Agreement to be performed by it (other than its  obligations  under Sections 3.16,  3.17 and 3.18),  which
covenants and agreements materially affect the rights of  Certificateholders,  and such failure continues 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
Servicer by the Trustee or to the 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  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 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 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 Servicer or substantially all
of its property;  or the 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  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;

                  (vi)     The Servicer fails to cause to be deposited in the  Distribution  Account any Monthly  Advance (other than a
Nonrecoverable Advance) by 5:00 p.m. New York City time on the Distribution Account Deposit Date; or

                  (vii)    The Servicer fails to comply with Sections 3.16, 3.17 or 3.18 herein.

         In each and every such case,  so long as such Event of Default  with  respect to the  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  Servicer  (and to the Trustee if given by such  Certificateholders),  with a
copy to the Rating  Agencies,  and with the  consent of the  Company,  may  terminate  all of the rights and  obligations  (but not the
liabilities)  of the Servicer under this  Agreement and in and to the Mortgage  Loans and/or the REO Property  serviced by the Servicer
and the proceeds  thereof.  Upon the receipt by the Servicer of the written notice,  all authority and power of the 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 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 Servicer  agrees to cooperate  with the Trustee in effecting the  termination of the 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  Servicer  reasonably  requested  by the Trustee to enable it to assume the  Servicer's  duties  thereunder.  In addition to any
other amounts which are then, or,  notwithstanding  the termination of its activities  under this Agreement,  may become payable to the
Servicer under this Agreement,  the 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  Servicer  shall not affect any  obligations
incurred by the Servicer prior to such termination.

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         Notwithstanding  the foregoing,  if an Event of Default described in clause (vi) of this Section 8.01 shall occur, the Trustee
shall,  by notice in  writing  to the  Servicer,  which may be  delivered  by  telecopy,  immediately  terminate  all of the rights and
obligations  of the  Servicer  thereafter  arising  under  this  Agreement,  but  without  prejudice  to any  rights  it may  have as a
Certificateholder  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 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 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 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 Servicer in its capacity  under this Agreement and the  transactions  set forth or provided for herein
and shall  thereafter be subject to all the  responsibilities,  duties,  liabilities  and limitations on liabilities  relating  thereto
placed on the Servicer by the terms and provisions hereof;  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
the Trustee or any other  successor  Servicer;  and  provided,  further,  that the  Trustee  shall have the right to select a successor
Servicer;  provided further,  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  Servicer  at or  prior  to the  time of  termination.  As
compensation  therefor,  but subject to Section 7.06,  the Trustee shall be entitled to compensation which the Servicer would have been
entitled  to retain if the  Servicer  had  continued  to act  hereunder,  except for those  amounts due the  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 Servicer only, having a net worth of not less than  $10,000,000,  as the successor to
the Servicer hereunder in the assumption of all or any part of the  responsibilities,  duties or liabilities of the 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  Servicer.  Pending  appointment  of a successor to the 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 Servicer  would have been  entitled to if the Servicer had continued to act  hereunder,  and that such  successor  shall
undertake  and assume the  obligations  of the  Trustee  to pay  compensation  to any third  Person  acting as an agent or  independent
contractor  in the  performance  of  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.

                                                                 153


         (b)      If the Trustee shall  succeed to any duties of the 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 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 servicer.

         (c)      To the extent that the costs and expenses of the Trustee related to any  termination of the Servicer,  appointment of
a successor  Servicer or the transfer and  assumption of servicing by the Trustee with respect to this  Agreement  (including,  without
limitation,  (i) all legal costs and expenses and all due diligence  costs and expenses  associated with an evaluation of the potential
termination  of the Servicer as a result of an event of default by the Servicer and  (ii) all  costs and expenses  associated  with the
complete  transfer of  servicing,  including,  but not limited  to, 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
this  Agreement) are not fully and timely  reimbursed by the terminated  Servicer,  the Trustee shall be entitled to  reimbursement  of
such costs and expenses from the Distribution Account.

         Section 8.03.    Notification  to  Certificateholders.  Upon any  termination  or appointment of a successor to the Servicer,
the Trustee  shall give prompt  written  notice  thereof to the  Certificateholders  at their  respective  addresses  appearing  in the
Certificate Register and to the Rating Agencies.

         Section 8.04.    Waiver of Defaults. The Trustee shall give prompt written notice thereof to all  Certificateholders,  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  Certificateholders,  waive any default by the 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.

                                                                 154


         Section 8.05.    List of  Certificateholders.  Upon  written  request  of three or more  Certificateholders  of  record,  for
purposes of  communicating  with other  Certificateholders  with respect to their rights under this Agreement,  the Trustee will afford
such Certificateholders access during business hours to the most recent list of Certificateholders held by the Trustee.

                                                                 155


                                                              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,  and  subject to  Section 8.02(b)  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 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
Certificateholders  from funds in the Distribution  Account and the Adjustable Rate  Supplemental Fund as provided in Sections 6.01 and
10.01 herein.

         (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 its duties and  obligations as are  specifically  set
forth in this  Agreement,  no implied  covenants  or  obligations  shall be read into this  Agreement  against the 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 Trust Fund, 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;

                                                                 156


                  (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)     The  Trustee  shall  not in any way be liable by reason  of any  insufficiency  in any  Account  held by the
Trustee  or any  Account  held in the name of the  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);

                  (vii)    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;

                  (viii)   None of the Trustee,  the  Servicer,  the Depositor or the Custodian  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

                  (ix)     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 Servicer  under this  Agreement,  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 Servicer in accordance  with
the terms of this Agreement.

         (e)      All funds  received by the Servicer and the Trustee and  required to be deposited  into any Account  pursuant to this
Agreement will be promptly so deposited by the 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.

                                                                 157


         Section 9.02.    Certain Matters Affecting the Trustee.  Except as otherwise provided in Section 9.01:

         (a)      The Trustee  may rely and shall be  protected  in acting or  refraining  from  acting in reliance on any  resolution,
certificate  of the  Depositor or the 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;

         (b)      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;

         (c)      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;

         (d)      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 in its individual  capacity for any action taken,  suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;

         (e)      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 Trust Fund 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
Certificateholders requesting the investigation;

         (f)      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 (other than the Custodian) 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 Servicer,  which consent will not be unreasonably  withheld.  The Trustee shall not be liable or responsible for
(i) 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 Servicer or (ii) any acts or omissions of the Servicer  (unless
the Trustee has assumed the obligations of the Servicer pursuant to the provision of this Agreement);

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         (g)      Should the  Trustee  deem the nature of any action  required  on its part,  other than a payment or  transfer  by the
Trustee  under Section  4.02,  to be unclear,  the Trustee may require  prior to such action that it be provided by the Depositor  with
reasonable further instructions;

         (h)      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;

         (i)      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

         (j)      Neither  the  Trustee  nor the  Servicer  shall  have any duty to conduct  any  affirmative  investigation  as to the
occurrence of any condition  requiring the  repurchase  of any Mortgage Loan by the Sponsor  pursuant to this  Agreement,  the Mortgage
Loan Purchase Agreement 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 the Certificates)  shall be taken as the statements of
the Depositor,  and the Trustee shall not have any  responsibility  for their  correctness.  The Trustee makes no  representation as to
the validity or sufficiency of the Certificates  (other than the signature and  countersignature of the Trustee on the Certificates) or
of any Mortgage Loan except as expressly provided in Sections 2.02 and 2.05;  provided,  however,  that the foregoing shall not relieve
the  Trustee 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.  Subject to the provisions of  Section 2.05,  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 the Trust Fund or its ability to generate the payments to be distributed  to  Certificateholders,  under
this  Agreement.  The Trustee  shall not have any  responsibility  for filing any  financing  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 other than any continuation statements filed by the Trustee pursuant to Section 3.19.

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         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 the Trustee
and may otherwise deal with the parties hereto.

         Section 9.05.    Trustee's  Fees and  Expenses.  The  Trustee  will be  entitled  to all  income and gain  realized  from any
investment  of funds in the  Distribution  Account  (the  "Trustee  Compensation"),  pursuant  to Article IV, as  compensation  for the
performance of its activities  hereunder.  In addition,  the Trustee will be entitled to recover from the Distribution Account pursuant
to Section 4.04 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)  incurred or made by or against the Trustee or in connection  with the  administration  of the trusts  hereunder by the Trustee
(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.  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 with respect
to their long-term  rating and rated "BBB" or higher by S&P 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 or 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.

         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.

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         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  and the 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
the resigning  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 Trust
Fund may at any time remove the  Trustee  and appoint a successor  Trustee by written  instrument  or  instruments,  in  quintuplicate,
signed by such Holders or their  attorneys-in-fact  duly authorized,  one complete set of which  instruments  shall be delivered to the
Depositor,  the  Servicer  and the Trustee so removed and the  successor  so  appointed.  In the event that the Trustee  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 hereunder to a successor Trustee, in excess of the amount paid hereunder 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 its receipt of payment in full 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.

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         (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, to the Rating Agencies.  The Company shall pay the cost of any mailing by the successor Trustee.

         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,  delivery of notice 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.

                                                                 162


         (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 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  2007-AR3  REMIC shall be a calendar year and the Trustee
shall maintain or cause the maintenance of the books of each such 2007-AR3 REMIC on the accrual method of accounting.

         (b)      It is intended  that the portion of the Trust Fund  consisting of the Trust's  interest in the Corridor  Contracts be
classified  for federal  income tax purposes as a grantor  trust under  subpart E, part I of  subchapter J of chapter 1 of the Code, of
which the Class II-B-IO  Certificateholders are owners, rather than as an association taxable as a corporation.  The powers granted and
obligations undertaken in this Agreement shall be construed so as to further such intent.

                                                                 163


         (c)      The Trustee shall  prepare,  sign and file or cause to be filed with the IRS all Federal tax  information  returns or
elections  required to be made hereunder with respect to each 2007-AR3  REMIC,  the Trust Fund (including the portion of the Trust Fund
classified as a grantor trust as noted in Section  9.12(b)) 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 the  Trustee  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 mortgaged  property that is
abandoned or foreclosed,  receipt of mortgage  interests in kind in a trade or business,  a  cancellation  of  indebtedness,  interest,
original  issue  discount and market  discount or premium  (assuming a constant rate of prepayment on the Mortgage  Loans of 25%).  The
Trustee  will apply for an  Employee  Identification  Number  from the IRS under Form SS-4 or any other  acceptable  method for all tax
entities  (including  each  2007-AR3  REMIC and the  portion  of the Trust  Fund  classified  as a  grantor  trust as noted in  Section
9.12(b)).  In  connection  with the  foregoing,  the Trustee  shall  timely  prepare and file,  and the Trustee  shall upon the written
instruction of the Trustee sign,  IRS 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 2007-AR3  REMIC (the "REMIC  Reporting  Agent").  The
Trustee  shall make  elections  to treat each  2007-AR3  REMIC as a REMIC and the portion of the Trust Fund  consisting  of the Trust's
interest in the Corridor  Contracts as a grantor trust (which  elections  shall apply to the taxable period ending January 31, 2008 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 largest  percentage  interest in the Class R  Certificates  is hereby  designated  as the "Tax  Matters
Person"  (within the meaning of Treas.  Reg.  §§1.860F-4(d))  for each of REMIC I, REMIC II,  REMIC III and REMIC IV. The Holder of the
largest  percentage  interest in the Class R-X  Certificates  is hereby  designated as the "Tax Matters  Person" (within the meaning of
Treas.  Reg.  §§1.860F-4(d))  for REMIC V. 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  2007-AR3  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 its 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 the largest percentage interest in 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 9.12.

         (d)      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 IRS, 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).

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         (e)      The Trustee  shall prepare and file or cause to be filed,  and the Trustee  shall sign,  any state income tax returns
required under Applicable State Law with respect to each 2007- AR3 REMIC or the Trust Fund.

         (f)      The Trustee shall request  certification  acceptable to the Trustee to enable the Trust to make payments on the Class
II-B-IO  Certificates  without  withholding  or backup  withholding  taxes.  Each Class  II-B-IO  Certificateholder  shall  provide the
appropriate tax  certification  requested  pursuant to this paragraph and to update or replace such form or certification in accordance
with its terms or its  subsequent  amendments  and  consents to the delivery by the Trustee to the  Corridor  Counterparty  of any such
certification.  Such certification may include Form W-8BEN,  Form W-8IMY,  Form W-9 or Form W-8ECI or any successors to such IRS forms.
Any purported sales or transfers of any Class II-B-IO  Certificate to a transferee which does not comply with these  requirements shall
be deemed null and void under this Agreement.

         (g)      The  Trustee,  on  behalf of the  Trust,  (i) shall  authorize,  execute  and  deliver  an IRS Form W-9 or  successor
applicable form, or other  appropriate  United States tax forms as may be required to prevent  withholding or backup  withholding taxes
on payments to the Trust under the Corridor  Contracts,  to the  Corridor  Counterparty  on or before the first  payment date under the
Corridor  Contracts and thereafter  prior to the expiration or  obsolescence  of such form and (ii) shall, if requested by the Corridor
Counterparty  and  permitted to do so by the Class  II-B-IO  Certificateholders,  deliver to the Corridor  Counterparty  promptly  upon
receipt each certification received from the Class II-B-IO Certificateholders pursuant to Section 9.12(f).

         (h)      Notwithstanding  any other  provision  of this  Agreement,  the Trustee  shall  comply  with all federal  withholding
requirements  respecting  payments to  Certificateholders,  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
interest,  original issue  discount or other  payments 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.

         (i)      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 the Trust Fund,  the Depositor or the Servicer as a result of a
breach of the Trustee's covenants set forth in this Section 9.12.

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                                                               ARTICLE X

                                                              Termination

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

         (a)      Subject to  Section 10.02,  the respective  obligations and  responsibilities  of the Depositor,  the Trustee and the
Servicer  created  hereby,  other than the obligation of the Trustee to make payments to  Certificateholders  as hereinafter set forth,
shall terminate upon:

                  (i)      the  repurchase by or at the direction of the Depositor or its designee of all of the Mortgage Loans in each
of Loan  Group I and Loan  Group II (which  repurchase  of the Group I  Mortgage  Loans  and the Group II  Mortgage  Loans may occur on
separate dates) and all related REO Property  remaining in the Trust at a price (the "Termination  Purchase Price") equal to the sum of
(a) 100% of the  Outstanding  Principal  Balance of each  Mortgage  Loan in such Loan Group (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 on the Mortgage  Loans
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 Servicer,  including unreimbursed  servicing advances and the interest portion of any unreimbursed Monthly Advances,  made
on the related  Mortgage  Loans prior to the  exercise of such  repurchase  right,  (d) any costs and damages  incurred by the Trust in
connection  with any  violation of any  predatory or abusive  lending laws with respect to a Mortgage  Loan,  and (e) any  unreimbursed
costs and expenses of the Servicer, the Custodian and the Trustee payable pursuant to Section 9.05 or Section 7.04(c);

                  (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 Trust created hereby  continue  beyond 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.

                                                                 166


         (c)      The right of the  Depositor  or its  designee  to  repurchase  all the  assets of a Loan Group  described  in Section
10.01(a)(i)  above shall be exercisable only if (i) the Stated  Principal  Balance of the Mortgage Loans in such Loan Group at the time
of any such  repurchase  is less than 10% of the Cut-off  Date  Balance of such  Mortgage  Loans or (ii) the  Depositor,  based upon an
Opinion of Counsel  addressed to the  Depositor  and the Trustee has  determined  that the REMIC status of any 2007-AR3  REMIC has been
lost or that a substantial risk exists that such REMIC status will be lost for the  then-current  taxable year. At any time thereafter,
in the case of (i) or (ii) above,  the Depositor may elect to terminate any 2007-AR3  REMIC at any time,  and upon such  election,  the
Depositor or its designee, shall purchase in accordance with Section 10.01(a)(i) above all the assets of the Trust Fund.

         (d)      The Trustee  shall give notice of any  termination  to the  Certificateholders,  with a copy to the  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 15th 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  Certificates  will be made upon  presentation  and surrender of the Certificates at the Corporate Trust 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  Certificates at the Corporate
Trust Office of the Trustee therein specified.

         (e)      If the option of the Depositor to repurchase or cause the  repurchase of all the Group I Mortgage  Loans or the Group
II Mortgage Loans and the related assets of each such Loan Group  described in Section  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 Termination  Purchase Price. Upon presentation and surrender of the related  Certificates by
the  related  Certificateholders,  the  Trustee  shall  distribute  to such  Certificateholders  from  amounts  then on  deposit in the
Distribution  Account an amount determined as follows:  with respect to each related Certificate (other than the Residual  Certificates
and the related Class XP Certificates),  the outstanding  Current Principal Amount,  plus with respect to each such Certificate  (other
than the Residual  Certificates and the related Class XP  Certificates),  one month's  interest thereon at the applicable  Pass-Through
Rate; and with respect to the Residual  Certificates and the related Class XP 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 Residual  Certificates  and the related  Class XP  Certificates).  If the  proceeds  with
respect to the Mortgage Loans are not sufficient to pay all of the related  Certificates in full (other than the Residual  Certificates
and the related Class XP  Certificates),  any such deficiency will be allocated first, to the related Class B Certificates,  in inverse
order of their numerical  designation,  and then to the related Senior Certificates,  on a pro rata basis. Upon deposit of the required
repurchase  price and following  such final  Distribution  Date for the related  Certificates,  the Trustee shall release  promptly (or
cause the Custodian to release) to Depositor  and/or its designee the Mortgage Files for the remaining  applicable  Mortgage Loans, and
the  Accounts  with  respect  thereto  shall  terminate,  subject  to the  Trustee's  obligation  to hold any  amounts  payable  to the
Certificateholders  in trust without interest pending final  distributions  pursuant to Section  10.01(g).  Any other amounts remaining
in the Accounts will belong to the Depositor.

                                                                 167


         (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 Section  10.01(a)(ii) above,  the Servicer shall deliver
to the Trustee for deposit in the  Distribution  Account  all  distributable  amounts  remaining  in the  Custodial  Account.  Upon the
presentation and surrender of the Certificates,  the Trustee shall distribute to the remaining  Certificateholders,  in accordance with
their respective  interests,  all  distributable  amounts remaining in the Distribution  Account.  Upon deposit by the Servicer of such
distributable  amounts,  and  following  such final  Distribution  Date,  the Trustee  shall  release  promptly to the Depositor or its
designee the Mortgage Files for the remaining  Mortgage Loans, and the Custodial Account and the Distribution  Account shall terminate,
subject to the Trustee's  obligation to hold any amounts  payable to the  Certificateholders  in trust without  interest  pending final
distributions pursuant to this Section  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  Certificates  shall have been  surrendered for  cancellation,  the Trustee may
take  appropriate  steps,  or appoint any agent to take  appropriate  steps,  to contact the  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.

         (h)      The designee of the Depositor,  if it is not an affiliate of the Depositor,  shall be deemed to represent that one of
the  following  will be true and  correct:  (i) the  exercise of the optional  termination  right set forth in Section  10.01 shall not
result in a  non-exempt  prohibited  transaction  under ERISA or Section  4975 of the Code or (ii) such  designee is (A) not a party in
interest  with  respect  to any Plan and (B) is not a "benefit  plan  investor"  (other  than a plan  sponsored  or  maintained  by the
Depositor  or such  designee,  as the case may be,  provided  that no assets of such plan are  invested or deemed to be invested in the
Certificates).  If the holder of the optional  termination right is unable to exercise such option by reason of the preceding sentence,
then the Depositor may exercise such option.

         Section 10.02.    Additional  Termination  Requirements.  (a) If the option of the Depositor to repurchase  the Mortgage Loans
under Section  10.01(a)(i)  above is exercised with respect to all of the Mortgage Loans,  the Trust Fund and each 2007-AR3 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  (which  opinion  shall not be at the expense of the  Trustee) to the effect that the failure of the
Trust to  comply  with  the  requirements  of this  Section  10.02  will  not (i)  result  in the  imposition  of taxes on  "prohibited
transactions"  as defined in Section 860F of the Code on each 2007-AR3  REMIC or (ii) cause any 2007-AR3  REMIC to fail to qualify as a
2007-AR3 REMIC at any time that any Certificates are outstanding:

                                                                 168


                  (i)      within 90 days prior to the final Distribution Date, at the written direction of Depositor,  the Trustee, as
agent for the  respective  Tax Matters  Persons,  shall adopt a plan of complete  liquidation  of each 2007-AR3  REMIC in the case of a
termination under Section 10.01(a)(i).  Such plan, which shall be provided to the Trustee by Depositor,  shall meet the requirements of
a "qualified liquidation" under Section 860F of the Code and any regulations thereunder.

                  (ii)     the Depositor  shall notify the Trustee at the  commencement  of such 90-day  liquidation  period and, at or
prior to the time of making of the final  payment  on the  Certificates,  the  Trustee  shall sell or  otherwise  dispose of all of the
remaining assets of the Trust Fund in accordance with the terms hereof; and

                  (iii)    at or after the time of adoption  of such a plan of complete  liquidation  of any  2007-AR3  REMIC and at or
prior to the final  Distribution  Date,  the Trustee  shall sell for cash all of the assets of the Trust to or at the  direction of the
Depositor, and each 2007-AR3 REMIC, shall terminate at such time.

         (b)      By their  acceptance  of the Residual  Certificates,  the Holders  thereof  hereby  (i) agree to adopt such a plan of
complete  liquidation of the related  2007-AR3 REMIC upon the written  request of the Depositor,  and to take such action in connection
therewith as may be reasonably  requested by the Depositor and  (ii) appoint the Depositor as their  attorney-in-fact,  with full power
of  substitution,  for purposes of adopting such a plan of complete  liquidation.  The Trustee shall adopt such plan of  liquidation by
filing the appropriate  statement on the final tax return of each 2007-AR3 REMIC.  Upon complete  liquidation or final  distribution of
all of the assets of the Trust Fund, the Trust Fund and each 2007-AR3 REMIC shall terminate.


                                                              ARTICLE XI

                                                       Miscellaneous Provisions

         Section 11.01.    Intent of Parties.  The  parties  intend  that each  2007-AR3  REMIC 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.  Notwithstanding  any
other express or implied  agreement to the contrary,  the Sponsor,  the Servicer,  the Trustee,  the  Depositor,  each recipient of the
related Prospectus  Supplement and, by its acceptance  thereof,  each holder of a Certificate,  agrees and acknowledges that each party
hereto has agreed that each of them and their employees,  representatives and other agents may disclose,  immediately upon commencement
of  discussions,  to any and all persons  the tax  treatment  and tax  structure  of the  Certificates  and the  2007-AR3  REMICs,  the
transactions  described  herein and all materials of any kind  (including  opinions and other tax analyses) that are provided to any of
them relating to such tax treatment and tax structure.  For purposes of this  paragraph,  the terms "tax treatment" and "tax structure"
have the meanings set forth in Treasury Regulation Sections 1.6011-4(c), 301.6111-2(c) and 301.6112-1(d).

                                                                 169


         Section 11.02.    Amendment.

         (a)      This Agreement may be amended from time to time by the Company, the Depositor,  the Servicer and the Trustee, without
notice to or the consent of any of the  Certificateholders to (i) cure any ambiguity,  (ii) correct or supplement any provisions herein
that may be defective or inconsistent  with any other provisions  herein,  (iii) conform any provisions herein to the provisions in the
Prospectus,  (iv) comply with any  changes in the Code,  (v) to  revise or correct any  provisions  to reflect the  obligations  of the
parties to this  Agreement  as they relate to  Regulation  AB or (vi) 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 with
respect to clauses (iv) and (vi) of this Section  11.02(a),  such action shall not, as evidenced by an Opinion of Independent  Counsel,
addressed to the Trustee,  adversely affect in any material respect the interests of any  Certificateholder;  provided,  further,  that
with respect to clauses (iv) and (vi) of this Section 11.02(a),  the Trustee may request an Opinion of Independent  Counsel,  addressed
to the Trustee (but not at the expense of the Trustee),  to the effect that such  amendment will not cause any REMIC created under this
Agreement to fail to qualify as a REMIC at any time that any Certificate is outstanding.

         (b)      This  Agreement may also be amended from time to time by the Company,  the  Servicer,  the Depositor and the Trustee,
with the consent of the Holders of the Certificates  evidencing not less than 51% of the aggregate  outstanding  Certificate  Principal
Balance of the  Certificates  included in the Loan Group affected  thereby (or, of each Class of Certificates  evidencing not less than
51% of the aggregate  outstanding  Certificate  Principal Balance of each Class affected  thereby,  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  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 2007-AR3 REMIC to fail to qualify as a REMIC for federal income tax purposes,  as
evidenced  by an Opinion of  Independent  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 the giving or  withholding  of consents
pursuant to this  Section 11.02(b),  Certificates  registered in the name of or held for the benefit of the Depositor,  the 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  Certificateholder  and the Trustee,  and the Trustee shall provide a copy of
such amendment or notice to the Rating Agencies.

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

                                                                 170


         (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  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 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.

                                                                 171


         (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 none of the Trustee, the Depositor,  the 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 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 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  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 Servicer,  as the
case may be.

                                                                 172


         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 NEW YORK 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 Company, 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;  (iv) in the case of the  Servicer,  2780 Lake Vista Drive,  Lewisville,  Texas  75067,  Attention:  Bear Stearns  Mortgage
Funding 2007-AR3,  telecopier number:  (214) 626-3751,  or such other address as may hereafter be furnished to the other parties hereto
in writing;  (v) in the case of the Rating Agencies,  Moody's Investors  Service,  Inc., 99 Church Street, New York, New York 10007 and
Standard & Poor's, a division of The McGraw-Hill  Companies,  Inc., 55 Water Street,  New York, New York 10041 or such other address or
telecopy  number as may be furnished to the other parties hereto in writing.  Any notice  delivered to the  Depositor,  the 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.

                                                                 173

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;

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

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

4. The repurchase or substitution of any Mortgage Loans;

5. The final payment to Certificateholders; and

6. Any change in the location of the Custodial Account or the Distribution Account.

Section 11.13. Use of Subservicers and Subcontractors.

(a) The Servicer shall not hire or otherwise utilize the services of any Subservicer to fulfill any of the obligations
of the Servicer as servicer under this Agreement unless the Servicer complies with the provisions of paragraph (b) of this Section.
The Servicer shall not hire or otherwise utilize the services of any Subcontractor, and shall not permit any Subservicer to hire or
otherwise utilize the services of any Subcontractor, to fulfill any of the obligations of the Servicer as servicer under this
Agreement unless the Servicer complies with the provisions of paragraph (d) of this Section.

(b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the
Depositor to comply with the provisions of this Section and with Sections 3.16 and 3.17 to the same extent as if such Subservicer
were the Depositor. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Depositor any Annual
Statement of Compliance required to be delivered by such Subservicer under Section 3.16(a), any Assessment of Compliance and
Attestation Report required to be delivered by such Subservicer under Section 3.17 and any Annual Certification required under
Section 3.16(b) as and when required to be delivered.

174


         (c)      The Servicer  shall  promptly upon request  provide to the Depositor  (or any designee of the  Depositor,  such as an
administrator)  a  written  description  (in form and  substance  satisfactory  to the  Depositor)  of the  role and  function  of each
Subcontractor  utilized by the Servicer or any  Subservicer,  specifying  (i) the identity of each such  Subcontractor,  (ii) which (if
any) of such  Subcontractors are "participating in the servicing  function" within the meaning of Item 1122 of Regulation AB, and (iii)
which  elements of the Servicing  Criteria will be addressed in  assessments of compliance  provided by each  Subcontractor  identified
pursuant to clause (ii) of this paragraph.

         (d)      As a condition to the utilization of any Subcontractor  determined to be  "participating  in the servicing  function"
within the meaning of Item 1122 of  Regulation  AB, the  Servicer  shall cause any such  Subcontractor  used by the Servicer (or by any
Subservicer)  for the  benefit  of the  Depositor  to  comply  with the  provisions  of  Sections  3.01 to the same  extent  as if such
Subcontractor  were the Servicer.  The Servicer  shall be  responsible  for obtaining  from each  Subcontractor  and  delivering to the
Depositor any Assessment of Compliance and Attestation Report and other  certificates  required to be delivered by such Subservicer and
such Subcontractor under Section 3.17, in each case as and when required to be delivered.


                                                                 175


         IN WITNESS  WHEREOF,  the  Depositor,  the Trustee,  the  Servicer,  the Sponsor and the Company 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: Senior Managing Director


                                                              WELLS FARGO BANK, NATIONAL
                                                              ASSOCIATION, as Trustee


                                                              By: /s/ Stacey Taylor
                                                                  Name: Stacey Taylor
                                                                  Title: Vice President

                                                              EMC MORTGAGE CORPORATION, as
                                                              Servicer and Company


                                                              By: /s/ William Glasgow, Jr.
                                                                  Name: William Glasgow, Jr.
                                                                  Title: Executive Vice President


Accepted and Agreed as to
Sections 2.01, 2.02, 2.03, 2.04, 2.07 and 9.09(c)
in its capacity as Sponsor


EMC MORTGAGE CORPORATION


By: /s/ Jacqueline Oliver
     Name: Jacqueline Oliver
     Title: Senior 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  Baron  Silverstein,
known to me to be a Senior  Managing  Director 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.


                                                              /s/ Michelle Stern
                                                              Notary Public


[Notarial Seal]


STATE OF MARYLAND                           )
                                            ) ss.:
COUNTY OF HOWARD                            )


         On the 30th day of March, 2007 before me, a notary public in and for said State,  personally appeared Stacey Taylor,  known to
me to be a Vice President of Wells Fargo 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.


                                                              /s/ Jennifer Richardson
                                                              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  Jacqueline  Oliver,
known to me to be Senior Vice President 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.


                                                              /s/ Alfie D. Kearney
                                                              Notary Public


[Notarial Seal]


STATE OF TEXAS                      )
                                    ) ss.:
COUNTY OF DALLAS                    )

         On the 30th of March, 2007 before me, a notary public in and for said State,  personally appeared William Glasgow,  Jr., known
to me to be Executive Vice President 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.


                                                              /s/ Alfie D. Kearney
                                                              Notary Public


[Notarial Seal]




                                                                                                                        EXHIBIT A-1

                                        FORM OF CLASS [I][II]-[1][2]A-[1][2][3][4] CERTIFICATE

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

                  THE CURRENT  PRINCIPAL  AMOUNT OF THIS  CERTIFICATE  WILL BE DECREASED BY THE PRINCIPAL  PAYMENTS HEREON AND REALIZED
LOSSES  ALLOCATED  HERETO  AND  INCREASED  TO THE  EXTENT OF NET  DEFERRED  INTEREST  ALLOCATED  HERETO AS SET FORTH IN THE  AGREEMENT.
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 IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY  TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  SINCE THE  REGISTERED  OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.



Certificate No. 1                                          Variable Pass-Through Rate


Class [I][II]-[1][2]A-[1][2][3][4]
[Super] Senior [Support]


                                                           Aggregate Initial Current Principal Amount of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
March 1, 2007                                              $___________



First Distribution Date:                                   Initial Current Principal Amount of this Certificate as
April 25, 2007                                             of the Cut-off Date: $____________



Servicer:                                                  CUSIP: _____________
EMC Mortgage Corporation



Assumed Final Distribution Date:
[March][April] 25, 2037


                                    BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR3
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-AR3

         evidencing a fractional undivided interest in the distributions  allocable to the Class  [I][II]-[1][2]A-[1][2][3][4]
         Certificates with respect to a Trust Fund consisting  primarily of a pool of adjustable  interest rate mortgage loans
         secured by first liens on one- to four-family  residential  properties (the "Mortgage  Loans") and 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 an
interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the 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 SAMI II, the Servicer or the Trustee or any of their  affiliates or any other  person.  None of SAMI II, the
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 trust  (the  "Trust  Fund")  primarily
consisting  of the Mortgage  Loans sold by SAMI II. The Mortgage  Loans were sold by EMC Mortgage  Corporation  ("EMC") to SAMI II. EMC
will act as servicer of the Mortgage Loans (the  "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  "Seller"),  EMC and Wells Fargo 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 period from and including the preceding  Distribution  Date (as
hereinafter  defined) (or in the case of the first  Distribution  Date,  from the Closing  Date) to and  including the day prior to the
current  Distribution  Date on the Current  Principal Amount hereof at a per annum rate equal to the Pass-Through Rate set forth 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 prior to the related  Distribution  Date, an
amount equal to the product of the Fractional  Undivided  Interest  evidenced by this Certificate and the amount (of interest,  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 following 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 Realized Losses  allocated hereto and will be increased to the extent of Net Deferred
Interest allocated thereto, in each case, as set forth in the Agreement.

                  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:  (i) the amendment thereof and the modification of
the rights and  obligations of the Seller,  the Servicer and the Trustee and the rights of the  Certificateholders  under the Agreement
from time to time by the Seller,  the  Servicer and the Trustee,  and (ii) the  amendment  thereof by the Servicer and the Trustee with
the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests aggregating not less than 51% of the Trust Fund
(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
will be  registered  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 Seller,  the
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  Seller,  the  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
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds 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 if (i) the
Stated  Principal  Balance of the  Mortgage  Loans in a Loan Group at the time of any such  repurchase  is less than 10% of the Cut-off
Date  Balance of such  Mortgage  Loans or (ii) the  Depositor,  based upon an Opinion of Counsel  addressed  to the  Depositor  and the
Trustee has  determined  that the REMIC status of any REMIC under the Agreement  has been lost or that a  substantial  risk exists that
such REMIC status will be lost for the  then-current  taxable year. 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 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                                         WELLS FARGO BANK, NATIONAL
                                                              ASSOCIATION
                                                              Not in its individual capacity but solely as
                                                              Trustee


                                                              By:________________________________________
                                                                          Authorized Signatory


                                            CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [I][II]-[1][2]A-[1][2][3][4] Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo 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

                                                              [RESERVED]


                                                                                                                        EXHIBIT A-3

                                       FORM OF CLASS I-B-[1][2][3][4][5][6][7][8][9] CERTIFICATE

                  THIS   CERTIFICATE   IS   SUBORDINATED   IN  RIGHT  OF   PAYMENT   TO  THE  CLASS   I-A   CERTIFICATES   [AND   CLASS
[I]-B-[1][2][3][4][5][6][7][8] CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

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

                  THE CURRENT  PRINCIPAL  AMOUNT OF THIS  CERTIFICATE  WILL BE DECREASED BY THE PRINCIPAL  PAYMENTS HEREON AND REALIZED
LOSSES  ALLOCATED  HERETO  AND  INCREASED  TO THE  EXTENT OF NET  DEFERRED  INTEREST  ALLOCATED  HERETO AS SET FORTH IN THE  AGREEMENT.
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 IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY  TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  SINCE THE  REGISTERED  OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

                  EACH BENEFICIAL OWNER OF A CLASS I-B-[1][2][3][4][5][6][7][8][9]  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) SUCH
CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH,  INC.,  S&P,  MOODY'S,  DBRS LIMITED OR DBRS,  INC.,  (II) IT IS NOT A
PLAN  SUBJECT TO TITLE I OF THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED,  OR SECTION 4975 OF THE CODE (EACH A

"PLAN") OR INVESTING  WITH "PLAN ASSETS" OF ANY PLAN 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 U.S.  DEPARTMENT OF
LABOR  PROHIBITED  TRANSACTION  CLASS EXEMPTION  ("PTCE")  95-60,  AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN
SATISFIED.



Certificate No. 1                                          Variable Pass-Through Rate



Class I-B-[1][2][3][4][5][6][7][8][9]  Subordinate



                                                           Aggregate Initial Current Principal Amount of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
March 1, 2007                                              $______________



First Distribution Date:                                   Initial Current Principal Amount of this
                                                           Certificate as of the Cut-off Date:
April 25, 2007                                             $_____________



Servicer:                                                  CUSIP: ___________
EMC Mortgage Corporation



Assumed Final Distribution Date:
March 25, 2037


                                    BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR3
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-AR3

         evidencing    a    fractional    undivided    interest    in   the    distributions    allocable    to   the    Class
         I-B-[1][2][3][4][5][6][7][8][9]  Certificates  with  respect  to a  Trust  Fund  consisting  primarily  of a pool  of
         adjustable  interest rate mortgage loans secured by first liens on one- to four-family  residential  properties  (the
         "Mortgage Loans") and 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 an
interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the 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 SAMI II, the Servicer or the Trustee or any of their  affiliates or any other  person.  None of SAMI II, the
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 trust  (the  "Trust  Fund")  primarily
consisting  of the Mortgage  Loans sold by SAMI II. The Mortgage  Loans were sold by EMC Mortgage  Corporation  ("EMC") to SAMI II. EMC
will act as servicer of the Mortgage Loans (the  "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  "Seller"),  EMC and Wells Fargo 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 period from and including the preceding  Distribution  Date (as
hereinafter  defined) (or in the case of the first  Distribution  Date,  from the Closing  Date) to and  including the day prior to the
current  Distribution  Date on the Current  Principal Amount hereof at a per annum rate equal to the Pass-Through Rate set forth 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 prior to the related  Distribution  Date, an
amount  equal to the  product of the  Fractional  Undivided  Interest  evidenced  by this  Certificate  and the amount  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 following 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 Realized Losses  allocated hereto and will be increased to the extent of Net Deferred
Interest allocated thereto, in each case, as set forth in the Agreement.

         Each beneficial owner of a Class  I-B-[1][2][3][4][5][6][7][8][9]  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) such  Certificate is
rated at least "BBB-" or its equivalent by Fitch,  Inc.,  S&P,  Moody's,  DBRS Limited or DBRS,  Inc., (ii) it is not a plan subject to
Title I of the Employee  Retirement  Security  Investment  Act of 1974,  as amended,  or Section  4975 of the Code (each,  a "Plan") or
investing with "plan assets" of any Plan, 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 U.S.  Department  of Labor
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  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:  (i) the amendment thereof and the modification of
the rights and  obligations of the Seller,  the Servicer and the Trustee and the rights of the  Certificateholders  under the Agreement
from time to time by the Seller,  the  Servicer and the Trustee,  and (ii) the  amendment  thereof by the Servicer and the Trustee with
the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests aggregating not less than 51% of the Trust Fund
(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
will be  registered  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 Seller,  the
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 Seller, 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
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds 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 if (i) the
Stated  Principal  Balance of the  Mortgage  Loans in a Loan Group at the time of any such  repurchase  is less than 10% of the Cut-off
Date  Balance of such  Mortgage  Loans or (ii) the  Depositor,  based upon an Opinion of Counsel  addressed  to the  Depositor  and the
Trustee has  determined  that the REMIC status of any REMIC under the Agreement  has been lost or that a  substantial  risk exists that
such REMIC status will be lost for the  then-current  taxable year. 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 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                                         WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Not in its individual capacity but solely as Trustee


                                                              By:_____________________________________________
                                                                                Authorized Signatory


                                            CERTIFICATE OF AUTHENTICATION

                  This is one of the Class I-B-[1][2][3][4][5][6][7][8][9] Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo Bank,
                                                              National  Association,  not in
                                                              its individual capacity but solely as Trustee


                                                              By:______________________________________________
                                                                                Authorized Signatory


                                                     ASSIGNMENT

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

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




Dated:
                                                              _____________________________________________
                                                              Signature by or on behalf of assignor



                                                              _____________________________________________
                                                              Signature Guaranteed



                                                       DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

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

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


                                                                                                                        EXHIBIT A-4

                                            FORM OF CLASS II-B-[1][2][3][4][5] CERTIFICATE

                  THIS  CERTIFICATE IS SUBORDINATED  IN RIGHT OF PAYMENT TO THE CLASS II-A  CERTIFICATES  [AND CLASS  II-B-[1][2][3][4]
CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

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

                  THE CURRENT  PRINCIPAL  AMOUNT OF THIS  CERTIFICATE  WILL BE DECREASED BY THE PRINCIPAL  PAYMENTS HEREON AND REALIZED
LOSSES  ALLOCATED  HERETO  AND  INCREASED  TO THE  EXTENT OF NET  DEFERRED  INTEREST  ALLOCATED  HERETO AS SET FORTH IN THE  AGREEMENT.
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 IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE  DEPOSITORY  TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO.,
ANY  TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL  SINCE THE  REGISTERED  OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

                  EACH BENEFICIAL  OWNER OF A CLASS  II-B-[1][2][3][4][5]  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) SUCH  CERTIFICATE IS
RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH,  INC.,  S&P,  MOODY'S,  DBRS LIMITED OR DBRS,  INC., (II) IT IS NOT A PLAN SUBJECT TO
TITLE I OF THE EMPLOYEE  RETIREMENT  INCOME SECURITY ACT OF 1974, AS AMENDED,  OR SECTION 4975 OF THE CODE (EACH A "PLAN") OR INVESTING
WITH  "PLAN  ASSETS"  OF ANY PLAN 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 U.S.  DEPARTMENT  OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 95-60, AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED.



Certificate No. 1                                          Variable Pass-Through Rate



Class II-B-[1][2][3][4][5] Subordinate



                                                           Aggregate Initial Current Principal Amount of this
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificate as of the Cut-off Date:
March 1, 2007                                              $______________



First Distribution Date:                                   Initial Current Principal Amount of this Certificate
April 25, 2007                                             as of the Cut-off Date:
                                                           $_____________



Servicer:                                                  CUSIP: ___________
EMC Mortgage Corporation



Assumed Final Distribution Date:
April 25, 2037


                                    BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR3
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-AR3

         evidencing  a  fractional  undivided  interest  in the  distributions  allocable  to the  Class  II-B-[1][2][3][4][5]
         Certificates with respect to a Trust Fund consisting  primarily of a pool of adjustable  interest rate mortgage loans
         secured by first liens on one- to four-family  residential  properties (the "Mortgage  Loans") and 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 an
interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the 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 SAMI II, the Servicer or the Trustee or any of their  affiliates or any other  person.  None of SAMI II, the
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 trust  (the  "Trust  Fund")  primarily
consisting  of the Mortgage  Loans sold by SAMI II. The Mortgage  Loans were sold by EMC Mortgage  Corporation  ("EMC") to SAMI II. EMC
will act as servicer of the Mortgage Loans (the  "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  "Seller"),  EMC and Wells Fargo 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 period from and including the preceding  Distribution  Date (as
hereinafter  defined) (or in the case of the first  Distribution  Date,  from the Closing  Date) to and  including the day prior to the
current  Distribution  Date on the Current  Principal Amount hereof at a per annum rate equal to the Pass-Through Rate set forth 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 prior to the related  Distribution  Date, an
amount  equal to the  product of the  Fractional  Undivided  Interest  evidenced  by this  Certificate  and the amount  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 following 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 Realized Losses  allocated hereto and will be increased to the extent of Net Deferred
Interest allocated thereto, in each case, as set forth in the Agreement.

         Each  beneficial  owner  of a  Class  II-B-[1][2][3][4][5]  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) such  Certificate is
rated at least "BBB-" or its  equivalent by Fitch,  Inc.,  S&P,  Moody's,  DBRS Limited or DBRS,  Inc, (ii) it is not a plan subject to
Title I of the Employee  Retirement  Security  Investment  Act of 1974,  as amended,  or Section  4975 of the Code (each,  a "Plan") or
investing with "plan assets" of any Plan, 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 U.S.  Department  of Labor
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  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:  (i) the amendment thereof and the modification of
the rights and  obligations of the Seller,  the Servicer and the Trustee and the rights of the  Certificateholders  under the Agreement
from time to time by the Seller,  the  Servicer and the Trustee,  and (ii) the  amendment  thereof by the Servicer and the Trustee with
the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests aggregating not less than 51% of the Trust Fund
(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
will be  registered  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 Seller,  the
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 Seller, 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
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds 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 if (i) the
Stated  Principal  Balance of the  Mortgage  Loans in a Loan Group at the time of any such  repurchase  is less than 10% of the Cut-off
Date  Balance of such  Mortgage  Loans or (ii) the  Depositor,  based upon an Opinion of Counsel  addressed  to the  Depositor  and the
Trustee has  determined  that the REMIC status of any REMIC under the Agreement  has been lost or that a  substantial  risk exists that
such REMIC status will be lost for the  then-current  taxable year. 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 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                                         WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Not in its individual capacity but solely as Trustee


                                                              By:_________________________________________________
                                                                                Authorized Signatory


                                            CERTIFICATE OF AUTHENTICATION

                  This is one of the Class II-B-[1][2][3][4][5] Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo 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-5

                                                   FORM OF CLASS II-B-6 CERTIFICATE

                  THIS  CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS II-A,  CLASS II-B-1,  CLASS II-B-2,  CLASS II-B-3,
CLASS II-B-4 AND CLASS II-B-5 CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

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

                  THE CURRENT  PRINCIPAL  AMOUNT OF THIS  CERTIFICATE  WILL BE DECREASED BY THE PRINCIPAL  PAYMENTS HEREON AND REALIZED
LOSSES  ALLOCATED  HERETO  AND  INCREASED  TO THE  EXTENT OF NET  DEFERRED  INTEREST  ALLOCATED  HERETO AS SET FORTH IN THE  AGREEMENT.
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.

                  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 OR (2) 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  THAT IS SUBJECT TO TITLE I OF THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF 1974,  AS AMENDED  ("ERISA"),
AND/OR  SECTION  4975 OF THE INTERNAL  REVENUE CODE OF 1986,  AS AMENDED  (THE  "CODE")  (EACH,  A "PLAN"),  OR BY A PERSON USING "PLAN
ASSETS" OF A PLAN,  UNLESS THE PROPOSED  TRANSFEREE  PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND
THE SERVICER AND ON WHICH THEY MAY RELY WHICH IS  SATISFACTORY  TO THE TRUSTEE THAT THE  PURCHASE OF THIS  CERTIFICATE  IS  PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT  PROHIBITED  TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE AND WILL NOT SUBJECT THE SERVICER OR THE TRUSTEE TO ANY  OBLIGATION  OR LIABILITY  IN ADDITION TO THOSE  UNDERTAKEN  IN THE
AGREEMENT.



Certificate No. 1                                          Variable Pass-Through Rate



Class II-B-6 Subordinate




Date of Pooling and Servicing Agreement and Cut-off Date:  Aggregate Initial Current Principal Amount of this
March 1, 2007                                              Certificate as of the Cut-off Date:
                                                           ___________



                                                           Initial Current Principal Amount of this Certificate as
First Distribution Date:                                   of the Cut-off Date:
April 25, 2007                                             ____________



Servicer:                                                  CUSIP: ____________
EMC Mortgage Corporation



Assumed Final Distribution Date:
April 25, 2037


                                    BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR3
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-AR3

         evidencing a fractional  undivided  interest in the  distributions  allocable to the Class II-B-6  Certificates  with
         respect to a Trust Fund  consisting  primarily of a pool of adjustable  interest rate mortgage loans secured by first
         liens on one- to four-family  residential  properties  (the "Mortgage  Loans") and 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 an
interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the 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 SAMI II, the Servicer or the Trustee or any of their  affiliates or any other  person.  None of SAMI II, the
Servicer or any of their  affiliates  will have any  obligation  with  respect to any  certificate  or other  obligation  secured by or
payable from payments on the Certificates.

                  This certifies that Bear,  Stearns  Securities  Corp. is the registered  owner of the Fractional  Undivided  Interest
evidenced  hereby in the beneficial  ownership  interest of Certificates  of the same Class as this  Certificate in a trust (the "Trust
Fund")  primarily  consisting of the Mortgage Loans sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage  Corporation  ("EMC")
to SAMI II. EMC will act as servicer of the Mortgage  Loans (the  "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 "Seller"),  EMC and Wells Fargo 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 period from and including the preceding  Distribution  Date (as
hereinafter  defined) (or in the case of the first  Distribution  Date,  from the Closing  Date) to and  including the day prior to the
current  Distribution  Date on the Current  Principal Amount hereof at a per annum rate equal to the Pass-Through Rate set forth 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 prior to the related  Distribution  Date, an
amount  equal to the  product of the  Fractional  Undivided  Interest  evidenced  by this  Certificate  and the amount  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 following 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 Realized Losses  allocated hereto and will be increased to the extent of Net Deferred
Interest allocated thereto, in each case, as set forth in the Agreement.

                  No transfer of this  Certificate  shall be made unless the  transfer is made  pursuant to an  effective  registration
statement  under the  Securities  Act of 1933,  as amended  (the "1933 Act"),  and an effective  registration  or  qualification  under
applicable state securities laws, or is made in a transaction that does not require such  registration or  qualification.  In the event
that such a transfer of this  Certificate is to be made without  registration  or  qualification,  the Trustee shall require receipt of
(i) if such  transfer is  purportedly  being made (a) in reliance  upon Rule 144A under the 1933 Act or (b) to a transferee  that is an
"Institutional  Accredited Investor" within the meaning of Rule 501(a)(1),  (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications  from the Holder of the  Certificate  desiring to effect the transfer,  and from such Holder's  prospective  transferee,
substantially  in the forms  attached to the Agreement as Exhibit F-1 or F-2, as applicable,  and (ii) if requested by the Trustee,  an
Opinion of Counsel  satisfactory  to it that such transfer may be made without such  registration  or  qualification  (which Opinion of
Counsel  shall not be an expense of the Trust Fund or of the Seller,  the Trustee or the  Servicer in their  respective  capacities  as
such),  together with copies of the written  certification(s)  of the Holder of the Certificate  desiring to effect the transfer and/or
such Holder's  prospective  transferee  upon which such Opinion of Counsel is based.  None of the Seller or the Trustee is obligated to
register or qualify the Class of  Certificates  specified on the face hereof under the 1933 Act or any other  securities law or to take
any  action  not  otherwise  required  under the  Agreement  to permit  the  transfer  of such  Certificates  without  registration  or
qualification.  Any Holder  desiring to effect a transfer of this  Certificate  shall be required to indemnify the Trustee,  the Seller
and the  Servicer  against  any  liability  that may result if the  transfer  is not so exempt or is not made in  accordance  with such
federal and state laws.

                  No transfer of this Class  II-B-6  Certificate  will be made  unless the Trustee has  received  either (i) opinion of
counsel  for the  benefit of the  Trustee  and the  Servicer  and which they may rely which is  satisfactory  to the  Trustee  that the
purchase of this  certificate is  permissible  under local law, will not  constitute or result in a non-exempt  prohibited  transaction
under  Section 406 of the Employee  Retirement  Income  Security Act of 1974,  as amended  ("ERISA"),  and Section 4975 of the Internal
Revenue  Code,  as amended (the "Code") and will not subject the Servicer or the Trustee to any  obligation or liability in addition to
those undertaken in the Agreement or (ii) a representation  letter stating that the transferee is not acquiring  directly or indirectly
by, or on behalf of, an employee  benefit plan or other retirement  arrangement (a "Plan") that is subject to Title I of ERISA,  and/or
Section 4975 of the Code, or by a person using "plan assets" of a Plan.

                  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:  (i) the amendment thereof and the modification of
the rights and  obligations of the Seller,  the Servicer and the Trustee and the rights of the  Certificateholders  under the Agreement
from time to time by the Seller,  the  Servicer and the Trustee,  and (ii) the  amendment  thereof by the Servicer and the Trustee with
the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests aggregating not less than 51% of the Trust Fund
(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
will be  registered  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 Seller,  the
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 Seller, 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
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds 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 if (i) the
Stated  Principal  Balance of the  Mortgage  Loans in a Loan Group at the time of any such  repurchase  is less than 10% of the Cut-off
Date  Balance of such  Mortgage  Loans or (ii) the  Depositor,  based upon an Opinion of Counsel  addressed  to the  Depositor  and the
Trustee has  determined  that the REMIC status of any REMIC under the Agreement  has been lost or that a  substantial  risk exists that
such REMIC status will be lost for the  then-current  taxable year. 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 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                                         WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Not in its individual capacity but solely as Trustee


                                                              By:_________________________________________________
                                                                                Authorized Signatory


                                            CERTIFICATE OF AUTHENTICATION

                  This is one of the Class II-B-6 Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo 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-6


                                                FORM OF CLASS [I][II]-B-IO CERTIFICATE


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

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

                  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 OR (2) 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  (A "PLAN")  THAT 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  (THE  "CODE"),  OR BY A PERSON USING "PLAN  ASSETS" OF A PLAN,
UNLESS THE  PROPOSED  TRANSFEREE  PROVIDES  THE  TRUSTEE  WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND ON WHICH IT MAY
RELY WHICH IS  SATISFACTORY  TO THE TRUSTEE THAT THE  PURCHASE OF THIS  CERTIFICATE  IS  PERMISSIBLE  UNDER  APPLICABLE  LAW,  WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT  PROHIBITED  TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS  AMENDED,  OR SECTION  4975 OF THE CODE AND WILL NOT  SUBJECT  THE  TRUSTEE TO ANY  OBLIGATION  OR  LIABILITY  IN  ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT.

                                               [FOR THE CLASS II-B-IO CERTIFICATES ONLY]

                  [NO TRANSFER OF ANY  CLASS II-B-IO  CERTIFICATE  SHALL BE MADE UNLESS THE PROPOSED  TRANSFEREE  OF SUCH CLASS II-B-IO
CERTIFICATE  PROVIDES  TO THE TRUSTEE AND ANY PAYING  AGENT THE  APPROPRIATE  TAX  CERTIFICATION  FORM (I.E.,  IRS FORM W-9 OR IRS FORM
W-8BEN,  W-8IMY,  W-8EXP OR W-8ECI,  AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO)) AND AGREES TO UPDATE SUCH FORMS (I) UPON EXPIRATION
OF ANY SUCH FORM,  (II) AS REQUIRED UNDER THEN  APPLICABLE  U.S.  TREASURY  REGULATIONS AND (III) PROMPTLY UPON LEARNING THAT SUCH FORM
HAS BECOME  OBSOLETE OR INCORRECT,  AS A CONDITION TO SUCH TRANSFER.  UNDER THE AGREEMENT,  UPON RECEIPT OF ANY SUCH TAX  CERTIFICATION
FORM FROM A TRANSFEREE OF ANY CLASS II-B-IO  CERTIFICATE,  THE TRUSTEE SHALL FORWARD SUCH TAX CERTIFICATION  FORM PROVIDED TO IT TO THE
CAP  COUNTERPARTY.  EACH HOLDER OF A CLASS II-B-IO  CERTIFICATE  AND EACH  TRANSFEREE  THEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
TRUSTEE  FORWARDING  TO THE CAP  COUNTERPARTY  ANY SUCH TAX  CERTIFICATION  FORM IT HAS PROVIDED AND UPDATED IN  ACCORDANCE  WITH THESE
TRANSFER  RESTRICTIONS.  ANY PURPORTED SALES OR TRANSFERS OF ANY CLASS II-B-IO  CERTIFICATE TO A TRANSFEREE  WHICH DOES NOT COMPLY WITH
THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER THE AGREEMENT.]



Certificate No. 1                                          Variable Pass-Through Rate



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




Date of Pooling and Servicing Agreement and Cut-off Date:  Aggregate Initial Notional Amount of this Certificate
March 1, 2007                                              as of the Cut-off Date:
                                                           $_____________




                                                           Initial Notional Amount of this Certificate as of the
First Distribution Date:                                   Cut-off Date:
April 25, 2007                                             $______________




Servicer:                                                  Percentage Interest of this Certificate:
EMC Mortgage Corporation                                   __________%




Assumed Final Distribution Date:                           CUSIP: ____________
[March][April] 25, 2037


                                    BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR3
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-AR3

         evidencing a fractional  undivided  interest in the distributions  allocable to the Class  [I][II]-B-IO  Certificates
         with respect to a Trust Fund  consisting  primarily of a pool of adjustable  interest rate mortgage  loans secured by
         first liens on one- to four-family residential properties and 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 an
interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the 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 SAMI II, the Servicer or the Trustee or any of their  affiliates or any other  person.  None of SAMI II, the
Servicer,  the Trustee or any of their affiliates will have any obligation with respect to any certificate or other obligation  secured
by or payable from payments on the Certificates.

                  This certifies that Bear,  Stearns  Securities  Corp. is the registered  owner of the Fractional  Undivided  Interest
evidenced  hereby in the beneficial  ownership  interest of Certificates  of the same Class as this  Certificate in a trust (the "Trust
Fund") primarily  consisting of conventional  adjustable rate mortgage loans secured by first liens on one- to four- family residential
properties  (collectively,  the "Mortgage Loans") sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage  Corporation ("EMC") to
SAMI II. EMC will act as servicer  of the  Mortgage  Loans (the  "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 "Seller"),  EMC and Wells Fargo 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 calendar month  immediately  preceding such Distribution Date (as
hereinafter  defined) on the Notional Amount hereof at a per annum rate equal to the  Pass-Through  Rate as set forth 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 prior to the related  Distribution  Date, an amount equal
to the  product of the  Fractional  Undivided  Interest  evidenced  by this  Certificate  and the  amount of  interest  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 following the latest scheduled maturity date of any Mortgage Loan.

                  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 Class  [I][II]-B-IO
Certificates have no Current Principal Amount. The Initial Notional Amount of this Certificate is set forth above.

                  No transfer of this  Certificate  shall be made unless the  transfer is made  pursuant to an  effective  registration
statement  under the  Securities  Act of 1933,  as amended  (the "1933 Act"),  and an effective  registration  or  qualification  under
applicable state securities laws, or is made in a transaction that does not require such  registration or  qualification.  In the event
that such a transfer of this  Certificate is to be made without  registration  or  qualification,  the Trustee shall require receipt of
(i) if such  transfer is  purportedly  being made (a) in reliance  upon Rule 144A under the 1933 Act or (b) to a transferee  that is an
"Institutional  Accredited Investor" within the meaning of Rule 501(a)(1),  (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications  from the Holder of the  Certificate  desiring to effect the transfer,  and from such Holder's  prospective  transferee,
substantially  in the forms  attached to the Agreement as Exhibit F-1 or F-2, as applicable,  and (ii) if requested by the Trustee,  an
Opinion of Counsel  satisfactory  to it that such transfer may be made without such  registration  or  qualification  (which Opinion of
Counsel  shall not be an expense of the Trust Fund or of the Seller,  the Trustee or the  Servicer in their  respective  capacities  as
such),  together with copies of the written  certification(s)  of the Holder of the Certificate  desiring to effect the transfer and/or
such Holder's  prospective  transferee upon which such Opinion of Counsel is based.  Neither the Seller nor the Trustee is obligated to
register or qualify the Class of  Certificates  specified on the face hereof under the 1933 Act or any other  securities law or to take
any  action  not  otherwise  required  under the  Agreement  to permit  the  transfer  of such  Certificates  without  registration  or
qualification.  Any Holder  desiring to effect a transfer of this  Certificate  shall be required to indemnify the Trustee,  the Seller
and the  Servicer  against  any  liability  that may result if the  transfer  is not so exempt or is not made in  accordance  with such
federal and state laws.

                  No transfer of this Class  [I][II]-B-IO  Certificate  will be made unless the Trustee has received either (i) opinion
of counsel for the  benefit of the  Trustee and the  Servicer  and which they may rely which is  satisfactory  to the Trustee  that the
purchase of this  certificate is  permissible  under local law, will not  constitute or result in a non-exempt  prohibited  transaction
under  Section 406 of the Employee  Retirement  Income  Security Act of 1974,  as amended  ("ERISA"),  and Section 4975 of the Internal
Revenue  Code,  as amended (the "Code") and will not subject the Servicer or the Trustee to any  obligation or liability in addition to
those undertaken in the Agreement or (ii) a representation  letter stating that the transferee is not acquiring  directly or indirectly
by, or on behalf of, an employee  benefit plan or other retirement  arrangement (a "Plan") that is subject to Title I of ERISA,  and/or
Section 4975 of the Code, or by a person using "plan assets" of a Plan.

                                               [For the Class II-B-IO Certificates Only]

                  [No transfer of any Class  II-B-IO  Certificate  shall be made unless the proposed  transferee  of such Class II-B-IO
Certificate  provides  to the Trustee and any paying  agent the  appropriate  tax  certification  form (i.e.,  IRS form w-9 or IRS form
W-8BEN,  W-8IMY,  W-8EXP or W-8ECI,  as applicable (or any successor form thereto)) and agrees to update such forms (i) upon expiration
of any such form,  (ii) as required under then  applicable  U.S.  Treasury  Regulations and (iii) promptly upon learning that such form
has become  obsolete or incorrect,  as a condition to such transfer.  Under the Agreement,  upon receipt of any such tax  certification
form from a transferee of any Class II-B-IO  Certificate,  the trustee shall forward such tax certification  form provided to it to the
Cap  Counterparty.  Each holder of a Class II-B-IO  Certificate  and each  transferee  thereof shall be deemed to have consented to the
Trustee  forwarding  to the Cap  Counterparty  any such tax  certification  form it has provided and updated in  accordance  with these
transfer  restrictions.  Any purported sales or transfers of any Class II-B-IO  Certificate to a transferee  which does not comply with
these requirements shall be deemed null and void under the Agreement.]

                  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 neither the Trustee nor the Servicer is 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:  (i) the amendment thereof and the modification of
the rights and  obligations of the Seller,  the Servicer and the Trustee and the rights of the  Certificateholders  under the Agreement
from time to time by the Seller,  the  Servicer and the Trustee,  and (ii) the  amendment  thereof by the Servicer and the Trustee with
the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests aggregating not less than 51% of the Trust Fund
(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 Seller,  the
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  Seller,  the  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
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds 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 if (i) the
Stated  Principal  Balance of the  Mortgage  Loans in a Loan Group at the time of any such  repurchase  is less than 10% of the Cut-off
Date  Balance of such  Mortgage  Loans or (ii) the  Depositor,  based upon an Opinion of Counsel  addressed  to the  Depositor  and the
Trustee has  determined  that the REMIC status of any REMIC under the Agreement  has been lost or that a  substantial  risk exists that
such REMIC status will be lost for the  then-current  taxable year. 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 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                                         WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Not in its individual capacity but solely as Trustee


                                                              By:_________________________________________________
                                                                                Authorized Signatory


                                            CERTIFICATE OF AUTHENTICATION

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

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo 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-7

                                                      FORM OF CLASS R CERTIFICATE

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

                  SOLELY FOR U.S.  FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS 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,  AS
AMENDED (THE "CODE").

                  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 OR (2) 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  (A "PLAN")  THAT 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  (THE  "CODE"),  OR BY A PERSON USING "PLAN  ASSETS" OF A PLAN,
UNLESS THE PROPOSED  TRANSFEREE  PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND THE SERVICER AND ON
WHICH THEY MAY RELY WHICH IS SATISFACTORY  TO THE TRUSTEE THAT THE PURCHASE OF THIS  CERTIFICATE IS PERMISSIBLE  UNDER  APPLICABLE LAW,
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT  PROHIBITED  TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974,  AS AMENDED,  OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE SERVICER OR THE TRUSTEE TO ANY  OBLIGATION  OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

                  ANY RESALE,  TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A
TRANSFER  AFFIDAVIT  TO THE  SERVICER AND 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  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 AND (3) SUCH TRANSFEREE  SATISFIES CERTAIN ADDITIONAL  CONDITIONS  RELATING TO THE FINANCIAL  CONDITION
OF THE PROPOSED  TRANSFEREE.  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,  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.


Certificate No. 1                                          Percentage Interest: 100%




Class R




Date of Pooling and Servicing Agreement and Cut-off Date:  Aggregate Initial Current Principal Amount of this
March 1, 2007                                              Certificate as of the Cut-off Date:
                                                           $_______




                                                           Initial Current Principal Amount of this Certificate as
First Distribution Date:                                   of the Cut-off Date:
April 25, 2007                                             $_______




Servicer:                                                  CUSIP: ___________
EMC Mortgage Corporation




Assumed Final Distribution Date:
April 25, 2037


                                    BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR3
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-AR3

         evidencing a fractional  undivided  interest in the distributions  allocable to the Class R Certificates with respect
         to a Trust Fund consisting  primarily of a pool of adjustable  interest rate mortgage loans secured by first liens on
         one- to four- family residential  properties (the "Mortgage Loans") and 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 an
interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the 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 SAMI II, the Servicer or the Trustee or any of their  affiliates or any other  person.  None of SAMI II, the
Servicer or any of their  affiliates  will have any  obligation  with  respect to any  certificate  or other  obligation  secured by or
payable from payments on the Certificates.

                  This certifies that Bear,  Stearns  Securities  Corp. is the registered  owner of the Fractional  Undivided  Interest
evidenced  hereby in the beneficial  ownership  interest of Certificates  of the same Class as this  Certificate in a trust (the "Trust
Fund")  primarily  consisting of the Mortgage Loans sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage  Corporation  ("EMC")
to SAMI II. EMC will act as servicer of the Mortgage  Loans (the  "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 "Seller"),  EMC and Wells Fargo 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.

                  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 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 Seller 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  Seller,  which  purchaser  may be the Seller,  or any  affiliate  of the  Seller,  on such terms and
conditions as the Seller may choose.

                  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 prior to the related  Distribution
Date, an amount equal to the product of the Fractional  Undivided  Interest  evidenced by this  Certificate  and the amount 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 following 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 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.

                  No transfer of this  Certificate  shall be made unless the  transfer is made  pursuant to an  effective  registration
statement  under the  Securities  Act of 1933,  as amended  (the "1933 Act"),  and an effective  registration  or  qualification  under
applicable state securities laws, or is made in a transaction that does not require such  registration or  qualification.  In the event
that such a transfer of this  Certificate is to be made without  registration  or  qualification,  the Trustee shall require receipt of
(i) if such  transfer is  purportedly  being made (a) in reliance  upon Rule 144A under the 1933 Act or (b) to a transferee  that is an
"Institutional  Accredited Investor" within the meaning of Rule 501(a)(1),  (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications  from the Holder of the  Certificate  desiring to effect the transfer,  and from such Holder's  prospective  transferee,
substantially  in the forms  attached to the Agreement as Exhibit F-1 or F-2, as applicable,  and (ii) if requested by the Trustee,  an
Opinion of Counsel  satisfactory  to it that such transfer may be made without such  registration  or  qualification  (which Opinion of
Counsel shall not be an expense of the Trust Fund or of the Seller or the Trustee in their  respective  capacities  as such),  together
with copies of the written  certification(s)  of the Holder of the  Certificate  desiring to effect the transfer  and/or such  Holder's
prospective  transferee  upon which such  Opinion of Counsel is based.  Neither the Seller nor the Trustee is  obligated to register or
qualify the Class of  Certificates  specified on the face hereof under the 1933 Act or any other  securities  law or to take any action
not otherwise  required under the Agreement to permit the transfer of such  Certificates  without  registration or  qualification.  Any
Holder  desiring  to effect a transfer  of this  Certificate  shall be required  to  indemnify  the Trustee and the Seller  against any
liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                  No transfer of this Class R  Certificate  will be made unless the Trustee has received  either (i) opinion of counsel
for the benefit of the Trustee and the  Servicer  and which they may rely which is  satisfactory  to the Trustee  that the  purchase of
this certificate is permissible  under local law, will not constitute or result in a non-exempt  prohibited  transaction  under Section
406 of the Employee  Retirement  Income Security Act of 1974, as amended  ("ERISA"),  and Section 4975 of the Internal Revenue Code, as
amended (the "Code") and will not subject the Servicer or the Trustee to any  obligation  or liability in addition to those  undertaken
in the Agreement or (ii) a representation  letter stating that the transferee is not acquiring  directly or indirectly by, or on behalf
of, an employee  benefit plan or other  retirement  arrangement (a "Plan") that is subject to Title I of ERISA,  and/or Section 4975 of
the Code, or by a person using "plan assets" of a Plan.

                  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:  (i) the amendment thereof and the modification of
the rights and  obligations of the Seller,  the Servicer and the Trustee and the rights of the  Certificateholders  under the Agreement
from time to time by the Seller,  the  Servicer and the Trustee,  and (ii) the  amendment  thereof by the Servicer and the Trustee with
the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests aggregating not less than 51% of the Trust Fund
(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
will be  registered  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 Seller,  the
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 Seller, 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
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds 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 if (i) the
Stated  Principal  Balance of the  Mortgage  Loans in a Loan Group at the time of any such  repurchase  is less than 10% of the Cut-off
Date  Balance of such  Mortgage  Loans or (ii) the  Depositor,  based upon an Opinion of Counsel  addressed  to the  Depositor  and the
Trustee has  determined  that the REMIC status of any REMIC under the Agreement  has been lost or that a  substantial  risk exists that
such REMIC status will be lost for the  then-current  taxable year. 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 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                                         WELLS FARGO 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.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo 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-8

                                                     FORM OF CLASS R-X CERTIFICATE

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

                  SOLELY FOR U.S.  FEDERAL INCOME TAX PURPOSES,  THIS  CERTIFICATE IS 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,  AS
AMENDED (THE "CODE").

                  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 OR (2) 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  (A "PLAN")  THAT 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  (THE  "CODE"),  OR BY A PERSON USING "PLAN  ASSETS" OF A PLAN,
UNLESS THE PROPOSED  TRANSFEREE  PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND THE SERVICER AND ON
WHICH THEY MAY RELY WHICH IS SATISFACTORY  TO THE TRUSTEE THAT THE PURCHASE OF THIS  CERTIFICATE IS PERMISSIBLE  UNDER  APPLICABLE LAW,
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT  PROHIBITED  TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974,  AS AMENDED,  OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE SERVICER OR THE TRUSTEE TO ANY  OBLIGATION  OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.

                  ANY RESALE,  TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A
TRANSFER  AFFIDAVIT  TO THE  SERVICER AND 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  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 AND (3) SUCH TRANSFEREE  SATISFIES CERTAIN ADDITIONAL  CONDITIONS  RELATING TO THE FINANCIAL  CONDITION
OF THE PROPOSED  TRANSFEREE.  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,  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.


Certificate No. 1                                          Percentage Interest: 100%




Class R-X




Date of Pooling and Servicing Agreement and Cut-off Date:  Aggregate Initial Current Principal Amount of this
March 1, 2007                                              Certificate as of the Cut-off Date:
                                                           $_______




                                                           Initial Current Principal Amount of this Certificate as
First Distribution Date:                                   of the Cut-off Date:
April 25, 2007                                             $_______




Servicer:                                                  CUSIP: ___________
EMC Mortgage Corporation




Assumed Final Distribution Date:
April 25, 2037


                                    BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR3
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-AR3

         evidencing a fractional undivided interest in the distributions  allocable to the Class R-X Certificates with respect
         to a Trust Fund consisting  primarily of a pool of adjustable  interest rate mortgage loans secured by first liens on
         one- to four-family  residential  properties (the "Mortgage Loans") and 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. ("SAMI II"), the 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 SAMI II, the Servicer or the Trustee or any of their  affiliates or any other  person.  None of SAMI II, the
Servicer or any of their  affiliates  will have any  obligation  with  respect to any  certificate  or other  obligation  secured by or
payable from payments on the Certificates.

                  This certifies that Bear,  Stearns  Securities  Corp. is the registered  owner of the Fractional  Undivided  Interest
evidenced  hereby in the beneficial  ownership  interest of Certificates  of the same Class as this  Certificate in a trust (the "Trust
Fund")  primarily  consisting of the Mortgage Loans sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage  Corporation  ("EMC")
to SAMI II. EMC will act as servicer of the Mortgage  Loans (the  "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 "Seller"),  EMC and Wells Fargo 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.

                  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 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 Seller 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  Seller,  which  purchaser  may be the Seller,  or any  affiliate  of the  Seller,  on such terms and
conditions as the Seller may choose.

                  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 prior to the related  Distribution
Date, an amount equal to the product of the Fractional  Undivided  Interest  evidenced by this  Certificate  and the amount 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 following 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 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.


                  No transfer of this  Certificate  shall be made unless the  transfer is made  pursuant to an  effective  registration
statement  under the  Securities  Act of 1933,  as amended  (the "1933 Act"),  and an effective  registration  or  qualification  under
applicable state securities laws, or is made in a transaction that does not require such  registration or  qualification.  In the event
that such a transfer of this  Certificate is to be made without  registration  or  qualification,  the Trustee shall require receipt of
(i) if such  transfer is  purportedly  being made (a) in reliance  upon Rule 144A under the 1933 Act or (b) to a transferee  that is an
"Institutional  Accredited Investor" within the meaning of Rule 501(a)(1),  (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications  from the Holder of the  Certificate  desiring to effect the transfer,  and from such Holder's  prospective  transferee,
substantially  in the forms  attached to the Agreement as Exhibit F-1 or F-2, as applicable,  and (ii) if requested by the Trustee,  an
Opinion of Counsel  satisfactory  to it that such transfer may be made without such  registration  or  qualification  (which Opinion of
Counsel shall not be an expense of the Trust Fund or of the Seller or the Trustee in their  respective  capacities  as such),  together
with copies of the written  certification(s)  of the Holder of the  Certificate  desiring to effect the transfer  and/or such  Holder's
prospective  transferee  upon which such  Opinion of Counsel is based.  Neither the Seller nor the Trustee is  obligated to register or
qualify the Class of  Certificates  specified on the face hereof under the 1933 Act or any other  securities  law or to take any action
not otherwise  required under the Agreement to permit the transfer of such  Certificates  without  registration or  qualification.  Any
Holder  desiring  to effect a transfer  of this  Certificate  shall be required  to  indemnify  the Trustee and the Seller  against any
liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

                  No transfer of this Class R-X Certificate  will be made unless the Trustee has received either (i) opinion of counsel
for the benefit of the Trustee and the  Servicer  and which they may rely which is  satisfactory  to the Trustee  that the  purchase of
this certificate is permissible  under local law, will not constitute or result in a non-exempt  prohibited  transaction  under Section
406 of the Employee  Retirement  Income Security Act of 1974, as amended  ("ERISA"),  and Section 4975 of the Internal Revenue Code, as
amended (the "Code") and will not subject the Servicer or the Trustee to any  obligation  or liability in addition to those  undertaken
in the Agreement or (ii) a representation  letter stating that the transferee is not acquiring  directly or indirectly by, or on behalf
of, an employee  benefit plan or other  retirement  arrangement (a "Plan") that is subject to Title I of ERISA,  and/or Section 4975 of
the Code, or by a person using "plan assets" of a Plan.

                  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:  (i) the amendment thereof and the modification of
the rights and  obligations of the Seller,  the Servicer and the Trustee and the rights of the  Certificateholders  under the Agreement
from time to time by the Seller,  the  Servicer and the Trustee,  and (ii) the  amendment  thereof by the Servicer and the Trustee with
the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests aggregating not less than 51% of the Trust Fund
(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
will be  registered  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 Seller,  the
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 Seller, 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
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds 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 if (i) the
Stated  Principal  Balance of the  Mortgage  Loans in a Loan Group at the time of any such  repurchase  is less than 10% of the Cut-off
Date  Balance of such  Mortgage  Loans or (ii) the  Depositor,  based upon an Opinion of Counsel  addressed  to the  Depositor  and the
Trustee has  determined  that the REMIC status of any REMIC under the Agreement  has been lost or that a  substantial  risk exists that
such REMIC status will be lost for the  then-current  taxable year. 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 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                                         WELLS FARGO 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-X Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo 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-9

                                                     FORM OF CLASS I-X CERTIFICATE

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

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

                  EACH BENEFICIAL  OWNER OF A CLASS I-X  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) SUCH  CERTIFICATE IS RATED AT LEAST
"BBB-" OR ITS  EQUIVALENT BY FITCH,  INC.,  S&P,  MOODY'S,  DBRS LIMITED OR DBRS,  INC.,  (II) IT IS NOT A PLAN OR INVESTING WITH "PLAN
ASSETS"?  OF ANY PLAN,  (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.


Certificate No. 1                                          Fixed Pass-Through Rate




Class I-X Senior Interest Only




                                                           Aggregate Initial Current Notional Amount of the
Date of Pooling and Servicing Agreement and Cut-off Date:  Certificates as of the Cut-off Date:
March 1, 2007                                              $__________




First Distribution Date:                                   Initial Current Notional Amount of this Certificate as
April 25, 2007                                             of the Cut-off Date:
                                                           $__________




                                                           Initial Principal Balance of the Principal Component of
                                                           this Certificate as of the Cut-off Date: $0


Servicer:                                                  CUSIP: ___________
EMC Mortgage Corporation



Assumed Final Distribution Date:
March 25, 2037


                                   BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR3
                                         MORTGAGE PASS-THROUGH CERTIFICATE
                                                  SERIES 2007-AR3

         evidencing a fractional undivided interest in the distributions  allocable to the Class I-X Certificates with respect
         to a Trust Fund consisting  primarily of a pool of adjustable  interest rate mortgage loans secured by first liens on
         one- to four- family residential  properties (the "Mortgage Loans") and 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 an
interest in Structured  Asset Mortgage  Investments II Inc. ("SAMI II"), the 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 SAMI II, the Servicer or the Trustee or any of their  affiliates or any other  person.  None of SAMI II, the
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 trust  (the  "Trust  Fund")  primarily
consisting  of the Mortgage  Loans sold by SAMI II. The Mortgage  Loans were sold by EMC Mortgage  Corporation  ("EMC") to SAMI II. EMC
will act as servicer of the Mortgage Loans (the  "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  "Seller"),  EMC and Wells Fargo 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 period from and including the preceding  Distribution  Date (as
hereinafter  defined) (or in the case of the first  Distribution  Date,  from the Closing  Date) to and  including the day prior to the
current  Distribution  Date on the Current  Principal Amount hereof at a per annum rate equal to the Pass-Through Rate set forth 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 prior  calendar  month,  an amount
equal to the product of the Fractional  Undivided  Interest  evidenced by this Certificate and the amount required to be distributed to
the Holders of Certificates of the same Class as this Certificate.

                  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.  Each of the initial
Notional  Amount of this  Certificate and the initial  principal  balance of the principal  component of this  Certificate is set forth
above. The principal  balance of the principal  component of this Certificate will be reduced to the extent of distributions  allocable
to principal  hereon and any Realized  Losses  allocable  hereto.  In the event that  interest  accrued on the Notional  Amount of this
Certificate  is reduced as a result of the  allocation  of Net Deferred  Interest on the related  Mortgage  Loans,  as described in the
Agreement, the principal balance of the principal component of this Certificate will increase by the amount of such reduction.

                  Each beneficial  owner of a Class I-X  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) such  Certificate is rated at least
"BBB-" or its  equivalent by Fitch,  Inc.,  S&P,  Moody's,  DBRS Limited or DBRS,  Inc.,  (ii) it is not a Plan or investing with "plan
assets" of any Plan,  (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.

                  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:  (i) the amendment thereof and the modification of
the rights and  obligations of the Seller,  the Servicer and the Trustee and the rights of the  Certificateholders  under the Agreement
from time to time by the Seller,  the  Servicer and the Trustee,  and (ii) the  amendment  thereof by the Servicer and the Trustee with
the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests aggregating not less than 51% of the Trust Fund
(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
will be  registered  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 Seller,  the
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 Seller, 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
(A) the maturity or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage  Loan  remaining in the Trust Fund and
disposition  of all property  acquired upon  foreclosure  or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of
all funds 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 if (i) the
Stated  Principal  Balance of the  Mortgage  Loans in a Loan Group at the time of any such  repurchase  is less than 10% of the Cut-off
Date  Balance of such  Mortgage  Loans or (ii) the  Depositor,  based upon an Opinion of Counsel  addressed  to the  Depositor  and the
Trustee has  determined  that the REMIC status of any REMIC under the Agreement  has been lost or that a  substantial  risk exists that
such REMIC status will be lost for the  then-current  taxable year. 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 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                                         WELLS FARGO BANK, NATIONAL ASSOCIATON
                                                              Not in its individual capacity but solely as Trustee


                                                              By:_________________________________________________
                                                                                Authorized Signatory


                                           CERTIFICATE OF AUTHENTICATION

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

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo 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-10

                                                 FORM OF CLASS [I][II]-XP CERTIFICATE

                  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 OR (2) 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  (A "PLAN")  THAT 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  (THE  "CODE"),  OR BY A PERSON USING "PLAN  ASSETS" OF A PLAN,
UNLESS THE PROPOSED  TRANSFEREE  PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND THE SERVICER AND ON
WHICH THEY MAY RELY WHICH IS SATISFACTORY  TO THE TRUSTEE THAT THE PURCHASE OF THIS  CERTIFICATE IS PERMISSIBLE  UNDER  APPLICABLE LAW,
WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT  PROHIBITED  TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974,  AS AMENDED,  OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE SERVICER OR THE TRUSTEE TO ANY  OBLIGATION  OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.


Certificate No. [1][2]
                                                           Aggregate Initial Current Notional Amount of the Class
                                                           [I][II]-XP-[1][2] Certificates as of the Cut-off Date:
                                                           $__________




Class [I][II]-XP-[1][2] Certificate


                                                           Initial Notional Amount of the Class I][II]-XP-[1][2]
                                                           Certificates as of the Cut-off Date:


                                                           $__________

Date of Pooling and Servicing Agreement
and Cut-off Date:
March 1, 2007                                              Percentage Interest of this Certificate:
                                                           _____%




First Distribution Date:
April 25, 2007




Servicer:                                                  CUSIP: ___________
EMC Mortgage Corporation




Assumed Final Distribution Date:
[March][April] 25, 2037


                                   BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR3
                                         MORTGAGE PASS-THROUGH CERTIFICATE
                                                  SERIES 2007-AR3

         evidencing  a  fractional  undivided  interest  in  the  distributions   allocable  to  the  Class  [I][II]-XP-[1][2]
         Certificates with respect to a Trust Fund consisting  primarily of a pool of adjustable  interest rate mortgage loans
         secured by first liens on one- to four- family  residential  properties (the "Mortgage Loans") and 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. ("SAMI II"), the 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 SAMI II, the Servicer or the Trustee or any of their  affiliates or any other  person.  None of SAMI II, the
Servicer or any of their  affiliates  will have any  obligation  with  respect to any  certificate  or other  obligation  secured by or
payable from payments on the Certificates.

                  This certifies that Bear,  Stearns  Securities  Corp. is the registered  owner of the Fractional  Undivided  Interest
evidenced  hereby in the beneficial  ownership  interest of Certificates  of the same Class as this  Certificate in a trust (the "Trust
Fund")  primarily  consisting of the Mortgage Loans sold by SAMI II. The Mortgage Loans were sold by EMC Mortgage  Corporation  ("EMC")
to SAMI II. EMC will act as servicer of the Mortgage  Loans (the  "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 "Seller"),  EMC and Wells Fargo, National Association,  as trustee
(the "Trustee"),  a summary of certain of the pertinent  provisions of which is set forth hereafter.  To the extent not defined herein,
capitalized  terms used herein  shall have the meaning  ascribed to them in the  Agreement.  This  Certificate  is issued  under and is
subject to the terms,  provisions and conditions of the Agreement,  to which Agreement the Holder of this  Certificate by virtue of its
acceptance hereof assents and by which such Holder is bound.

                  The  Trustee  will  distribute  on the 25th day of each  month,  or,  if such  25th day is not a  Business  Day,  the
immediately  following  Business Day (each, a "Distribution  Date"),  commencing on the first Distribution Date specified above, to the
Person in whose name this  Certificate  is  registered  at the close of business on the Business Day prior to the related  Distribution
Date, an amount equal to the product of the Fractional  Undivided  Interest  evidenced by this  Certificate  and the amount required to
be distributed to the Holders of Certificates of the same Class as this Certificate.

                  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.

                  No transfer of this  Certificate  shall be made unless the  transfer is made  pursuant to an  effective  registration
statement  under the  Securities  Act of 1933,  as amended  (the "1933 Act"),  and an effective  registration  or  qualification  under
applicable state securities laws, or is made in a transaction that does not require such  registration or  qualification.  In the event
that such a transfer of this  Certificate is to be made without  registration  or  qualification,  the Trustee shall require receipt of
(i) if such  transfer is  purportedly  being made (a) in reliance  upon Rule 144A under the 1933 Act or (b) to a transferee  that is an
"Institutional  Accredited Investor" within the meaning of Rule 501(a)(1),  (2), (3) or (7) of Regulation D under the 1933 Act, written
certifications  from the Holder of the  Certificate  desiring to effect the transfer,  and from such Holder's  prospective  transferee,
substantially  in the forms  attached to the Agreement as Exhibit F-1 or F-2, as applicable,  and (ii) if requested by the Trustee,  an
Opinion of Counsel  satisfactory  to it that such transfer may be made without such  registration  or  qualification  (which Opinion of
Counsel  shall not be an expense of the Trust Fund or of the Seller,  the Trustee or the  Servicer in their  respective  capacities  as
such),  together with copies of the written  certification(s)  of the Holder of the Certificate  desiring to effect the transfer and/or
such Holder's  prospective  transferee  upon which such Opinion of Counsel is based.  None of the Seller or the Trustee is obligated to
register or qualify the Class of  Certificates  specified on the face hereof under the 1933 Act or any other  securities law or to take
any  action  not  otherwise  required  under the  Agreement  to permit  the  transfer  of such  Certificates  without  registration  or
qualification.  Any Holder  desiring to effect a transfer of this  Certificate  shall be required to indemnify the Trustee,  the Seller
and the  Servicer  against  any  liability  that may result if the  transfer  is not so exempt or is not made in  accordance  with such
federal and state laws.

                  No transfer of this Class  [I][II]-XP-[1][2]  Certificate  will be made  unless the Trustee has  received  either (i)
opinion of counsel for the benefit of the Trustee and the  Servicer and which they may rely which is  satisfactory  to the Trustee that
the purchase of this certificate is permissible under local law, will not constitute or result in a non-exempt  prohibited  transaction
under  Section 406 of the Employee  Retirement  Income  Security Act of 1974,  as amended  ("ERISA"),  and Section 4975 of the Internal
Revenue  Code,  as amended (the "Code") and will not subject the Servicer or the Trustee to any  obligation or liability in addition to
those undertaken in the Agreement or (ii) a representation  letter stating that the transferee is not acquiring  directly or indirectly
by, or on behalf of, an employee  benefit plan or other retirement  arrangement (a "Plan") that is subject to Title I of ERISA,  and/or
Section 4975 of the Code, or by a person using "plan assets" of a Plan.

                  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:  (i) the amendment thereof and the modification of
the rights and  obligations of the Seller,  the Servicer and the Trustee and the rights of the  Certificateholders  under the Agreement
from time to time by EMC, the Seller,  the Servicer and the  Trustee,  and (ii) the  amendment  thereof by the Servicer and the Trustee
with the consent of the Holders of Certificates,  evidencing  Fractional Undivided Interests aggregating not less than 51% of the Trust
Fund (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
will be  registered  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 Seller,  the
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  Seller,  the  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 mailing of the final payment or other  liquidation  (or Advance with respect  thereto) of the last  Mortgage Loan  remaining in the
Trust Fund or the  disposition of all property  acquired upon  foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or (ii)
the optional  repurchase  by the party named in the Agreement of all the Mortgage  Loans and all related REO Property  remaining in the
Trust in accordance with the terms of the Agreement.  Such optional  repurchase may be made only if (i) the Stated Principal Balance of
the Mortgage  Loans in a Loan Group at the time of any such  repurchase  is less than 10% of the Cut-off Date Balance of such  Mortgage
Loans or (ii) the  Depositor,  based upon an Opinion of Counsel  addressed to the  Depositor  and the Trustee has  determined  that the
REMIC status of any REMIC under the Agreement  has been lost or that a substantial  risk exists that such REMIC status will be lost for
the then-current taxable year. 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 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                                WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Not in its individual capacity but solely as Trustee


                                                              By:_________________________________________________
                                                                                Authorized Signatory


                                           CERTIFICATE OF AUTHENTICATION

                  This is one of the Class [I][II]-XP-[1][2] Certificates referred to in the within-mentioned Agreement.

                                                              WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                              Authorized  signatory of Wells Fargo Bank, National  Association,  not in
                                                              its individual capacity but solely as Trustee


                                                              By:__________________________________________________
                                                                                Authorized Signatory



                                                              ASSIGNMENT

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

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




Dated:
                                                              ____________________________________________________
                                                              Signature by or on behalf of assignor



                                                              _____________________________________________________
                                                              Signature Guaranteed



                                                       DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of distribution:

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

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


                                                                                                                          EXHIBIT B

                                                        MORTGAGE LOAN SCHEDULE



     LOAN_SEQ       DEAL_INFO                                                 GROUP_SUB-GROUP           CURRENT_BALANCE        PAYMENT
     17021070       GR5. 1YRHARD/2YRSOFT                                                 II-1                  213251.8         952.81
     17016424       GR5. 1YRHARD/2YRSOFT                                                 II-1                    510874        2017.17
     17016308       GR5. 1YRHARD/2YRSOFT                                                 II-2                  230093.8        1004.15
     17016243       GR3. 3YR HARD                                                           I                 284283.07        1047.87
     17015068       GR1. NOPP                                                            II-2                    390975        1218.75
     17014875       GR5. 1YRHARD/2YRSOFT                                                 II-1                  234103.8          875.7
     17014906       GR1. NOPP                                                            II-1                    384960           1680
     17014929       GR2. 1YR/Other                                                          I                 204788.86         656.14
     17014748       GR1. NOPP                                                            II-1                    741850         3237.5
     17014806       GR2. 1YR/Other                                                          I                 276582.32         891.72
     17014858       GR1. NOPP                                                               I                 321457.53         809.14
     17013823       GR3. 3YR HARD                                                           I                 554059.15        1403.35
     17013852       GR1. NOPP                                                            II-1                    500849        2237.79
     17013742       GR1. NOPP                                                            II-1                    577440           2520
     17013783       GR2. 1YR/Other                                                          I                 433967.66        1092.34
     17013629       GR3. 3YR HARD                                                           I                 626725.46        2321.21
     17013630       GR3. 3YR HARD                                                           I                 754751.27        2418.73
     17013535       GR1. NOPP                                                            II-1                    802000           3000
     17013542       GR1. NOPP                                                            II-1                    520498        2109.25
     17013551       GR1. NOPP                                                            II-1                    581450        2054.17
     16790216       GR3. 3YR HARD                                                           I                 499152.38        1264.29
     16790185       GR3. 3YR HARD                                                           I                 901185.98        2273.18
     16785292       GR3. 3YR HARD                                                           I                 224693.64         681.36
     16977999       GR5. 1YRHARD/2YRSOFT                                                 II-2                 325625.32        1316.25
     16978000       GR5. 1YRHARD/2YRSOFT                                                 II-1                 273245.46          847.5
     16978006       GR5. 1YRHARD/2YRSOFT                                                 II-1                  535952.6        1768.67
     16978007       GR5. 1YRHARD/2YRSOFT                                                 II-1                 437277.43        1898.75
     16978016       GR4. 1YRHARD/1YRSOFT                                                 II-1                 352643.09        1531.25
     16978031       GR1. NOPP                                                            II-2                 433243.18        1343.75
     16978034       GR1. NOPP                                                            II-2                 453394.02        1406.25
     16978044       GR5. 1YRHARD/2YRSOFT                                                 II-2                  298988.8        1171.67
     16978049       GR5. 1YRHARD/2YRSOFT                                                 II-1                 475561.81        1720.83
     16978058       GR5. 1YRHARD/2YRSOFT                                                 II-1                  149117.3         601.25
     16978061       GR5. 1YRHARD/2YRSOFT                                                 II-2                 309327.02        1283.33
     16978065       GR1. NOPP                                                            II-2                 341341.31        1341.88
     16978069       GR5. 1YRHARD/2YRSOFT                                                 II-1                 552136.59        2169.17
     16978082       GR5. 1YRHARD/2YRSOFT                                                 II-1                 503774.66        2031.25
     16978092       GR3. 1YRHARD                                                         II-1                 507805.83           2310
     16978099       GR3. 1YRHARD                                                         II-1                 580347.96           2280
     16978100       GR3. 1YRHARD                                                         II-2                    336840           1015
     16978111       GR5. 1YRHARD/2YRSOFT                                                 II-1                 455410.17        1553.75
     16978118       GR3. 1YRHARD                                                         II-1                 402006.46        1583.33
     16978125       GR3. 1YRHARD                                                         II-1                 221659.98         779.17
     16978130       GR4. 1YRHARD/1YRSOFT                                                 II-2                 196078.75         812.92
     16978142       GR4. 1YRHARD/1YRSOFT                                                 II-1                 362717.47           1425
     16978146       GR5. 1YRHARD/2YRSOFT                                                 II-2                 205022.55            510
     16978163       GR3. 1YRHARD                                                         II-1                 425315.16           1540
     16978179       GR3. 1YRHARD                                                         II-2                 259961.31         920.83
     16978183       GR1. NOPP                                                            II-1                 274052.35         963.33
     16978202       GR5. 1YRHARD/2YRSOFT                                                 II-1                 370778.85           1587
     16978210       GR4. 1YRHARD/1YRSOFT                                                 II-2                 377897.61        1367.92
     16978224       GR3. 1YRHARD                                                         II-1                 603008.44           1875
     16978227       GR2. SOFTPP/OTHER                                                    II-2                 383872.77         1079.5
     16978232       GR5. 1YRHARD/2YRSOFT                                                 II-1                 384884.75        1671.25
     16978235       GR1. NOPP                                                            II-1                 439289.66           1526
     16978248       GR5. 1YRHARD/2YRSOFT                                                 II-1                    852125        3010.42
     16978249       GR5. 1YRHARD/2YRSOFT                                                 II-2                 351710.08        1455.42
     16978290       GR1. NOPP                                                            II-1                 644022.01        2130.67
     16978299       GR5. 1YRHARD/2YRSOFT                                                 II-1                  241730.1         824.73
     16978308       GR3. 1YRHARD                                                         II-1                    449120        1844.27
     16978311       GR5. 1YRHARD/2YRSOFT                                                 II-1                 381905.15        1108.33
     16978326       GR4. 1YRHARD/1YRSOFT                                                 II-2                 396428.11        1355.92
     16978327       GR1. NOPP                                                            II-1                 442206.65        1558.33
     16978344       GR1. NOPP                                                            II-1                 627129.42           2210
     16978371       GR3. 1YRHARD                                                         II-2                 255637.49         741.63
     16969046       GR2. SOFTPP/OTHER                                                    II-1                 156782.44            585
     16969062       GR1. NOPP                                                            II-1                 643209.16        2066.67
     16688246       GR3. 3YR HARD                                                           I                 552809.78        1775.45
     16339865       GR3. 3YR HARD                                                           I                 361682.62         890.05
     16982721       GR2. SOFTPP/OTHER                                                    II-1                 581449.99        2356.26
     16982607       GR5. 1YRHARD/2YRSOFT                                                 II-1                    396990           1815
     16982730       GR2. 1YR/Other                                                          I                 474865.66        1531.01
     16982777       GR5. 1YRHARD/2YRSOFT                                                 II-1                    298360        1118.86
     16982783       GR3. 3YR HARD                                                           I                 395328.69        1001.31
     16982637       GR3. 1YRHARD                                                         II-1                 473179.99        1573.34
     16982790       GR3. 1YRHARD                                                         II-1                 549369.99        2226.26
     16984176       GR3. 1YRHARD                                                         II-1                 529319.99        2145.01
     16984178       GR5. 1YRHARD/2YRSOFT                                                 II-1                    380000        1504.17
     16984183       GR1. NOPP                                                            II-1                    457600        1620.67
     16984190       GR1. NOPP                                                            II-2                 260649.99         893.76
     16984207       GR3. 3YR HARD                                                           I                    183750         556.45
     16984211       GR1. NOPP                                                            II-2                    260000        1056.26
     16984218       GR5. 1YRHARD/2YRSOFT                                                 II-1                 280699.99         962.51
     16984236       GR1. NOPP                                                            II-2                    226000          729.8
     16984262       GR3. 1YRHARD                                                         II-2                    238000         768.55
     16984109       GR3. 3YR HARD                                                           I                 570636.89        1839.78
     16984165       GR3. 1YRHARD                                                         II-2                    244000         838.76
     16984273       GR1. NOPP                                                            II-1                    278400           1102
     16984115       GR3. 1YRHARD                                                         II-2                 157893.75         623.44
     16984280       GR5. 1YRHARD/2YRSOFT                                                 II-1                 348869.99        1450.01
     16984306       GR5. 1YRHARD/2YRSOFT                                                 II-1                    280700        1079.17
     16984312       GR3. 3YR HARD                                                           I                 649083.33        1968.37
     16984318       GR3. 3YR HARD                                                           I                    376000         950.74
     16984133       GR5. 1YRHARD/2YRSOFT                                                 II-1                    401000           1250
     16984333       GR5. 1YRHARD/2YRSOFT                                                 II-2                    212000         817.09
     16984139       GR3. 1YRHARD                                                         II-1                    691725         2587.5
     16984146       GR3. 3YR HARD                                                           I                 508636.12        1288.55
     16984356       GR2. 1YR/Other                                                          I                    399000        1474.79
     16984371       GR3. 3YR HARD                                                           I                    400800        1013.45
     16984373       GR3. 1YRHARD                                                         II-1                    456338        1896.67
     16989874       GR3. 1YRHARD                                                         II-1                    328000        1230.01
     16989884       GR3. 1YRHARD                                                         II-1                    456000        1710.01
     16989891       GR5. 1YRHARD/2YRSOFT                                                 II-1                    365600        1675.67
     16989897       GR2. 1YR/Other                                                          I                    448000         1132.8
     16989901       GR5. 1YRHARD/2YRSOFT                                                 II-1                 433079.99        1755.01
     16989928       GR5. 1YRHARD/2YRSOFT                                                 II-1                    172430         770.42
     16989929       GR3. 3YR HARD                                                           I                 430662.81        1305.94
     16989931       GR3. 1YRHARD                                                         II-2                    312780          942.5
     16982580       GR3. 1YRHARD                                                         II-2                    328820        1161.67
     16982687       GR3. 1YRHARD                                                         II-1                 529319.99        2145.01
     16982584       GR2. 1YR/Other                                                          I                 482846.59        1556.74
     16982691       GR5. 1YRHARD/2YRSOFT                                                 II-2                 223757.99         720.76
     16982587       GR5. 1YRHARD/2YRSOFT                                                 II-2                  313782.5        1108.54
     16982589       GR3. 1YRHARD                                                         II-1                    497240           2015
     16982591       GR3. 3YR HARD                                                           I                  499318.2        1514.13
     16982597       GR3. 3YR HARD                                                           I                 538713.15        1736.85
     16982604       GR3. 3YR HARD                                                           I                 399188.19        1478.48
     16971798       GR5. 1YRHARD/2YRSOFT                                                 II-2                    401000           1750
     16978514       GR3. 1YRHARD                                                         II-1                    330424        1304.67
     16978527       GR3. 1YRHARD                                                         II-2                 260649.99         975.01
     16978406       GR5. 1YRHARD/2YRSOFT                                                 II-1                    448000        1586.67
     16978572       GR3. 1YRHARD                                                         II-1                    196580         778.13
     16978582       GR3. 3YR HARD                                                           I                 263552.46         667.54
     16978593       GR2. 1YR/Other                                                          I                 270840.83         874.86
     16978601       GR5. 1YRHARD/2YRSOFT                                                 II-1                    240199         973.38
     16978634       GR3. 1YRHARD                                                         II-1                  877187.5        2734.38
     16978649       GR1. NOPP                                                            II-1                 585459.99        2007.51
     16978398       GR3. 3YR HARD                                                           I                 351161.16        1132.17
     16980093       GR5. 1YRHARD/2YRSOFT                                                 II-1                    541350         2362.5
     16980221       GR5. 1YRHARD/2YRSOFT                                                 II-2                    204510         743.75
     16980228       GR3. 3YR HARD                                                           I                 319237.42        1029.25
     16980235       GR5. 1YRHARD/2YRSOFT                                                 II-1                    425000        1815.11
     16980109       GR5. 1YRHARD/2YRSOFT                                                 II-2                    388168           1694
     16980111       GR3. 3YR HARD                                                           I                 229850.94         741.06
     16980241       GR1. NOPP                                                               I                 389469.64        1255.69
     16980261       GR3. 3YR HARD                                                           I                 310672.44         786.89
     16980264       GR2. SOFTPP/OTHER                                                    II-1                   1000000        3854.17
     16980265       GR3. 3YR HARD                                                           I                    396000        1199.19
     16980275       GR5. 1YRHARD/2YRSOFT                                                 II-2                    208520         866.67
     16980278       GR3. 1YRHARD                                                         II-2                 111477.99         417.01
     16980303       GR5. 1YRHARD/2YRSOFT                                                 II-2                 190073.99         829.51
     16980322       GR2. SOFTPP/OTHER                                                    II-1                    569420        2366.67
     16980325       GR3. 1YRHARD                                                         II-1                    584000        2068.34
     16980329       GR3. 3YR HARD                                                           I                 449387.28        1362.72
     16980342       GR5. 1YRHARD/2YRSOFT                                                 II-2                 193927.13         587.86
     16982640       GR1. NOPP                                                            II-2                 228569.99         783.76
     16982650       GR4. 1YRHARD/1YRSOFT                                                 II-1                 311977.99        1329.09
     16982664       GR3. 1YRHARD                                                         II-2                    252000         971.26
     16968146       GR3. 1YRHARD                                                         II-2                 170424.99         602.09
     16968150       GR3. 3YR HARD                                                           I                 327218.35        1054.98
     16968155       GR3. 3YR HARD                                                           I                  395056.3         1273.7
     16970181       GR5. 1YRHARD/2YRSOFT                                                 II-1                 425059.99        1722.51
     16970186       GR5. 1YRHARD/2YRSOFT                                                 II-2                    340000        1381.26
     16970194       GR2. 1YR/Other                                                          I                 231529.15         857.52
     16970204       GR2. 1YR/Other                                                          I                 626373.74        2019.48
     16970091       GR3. 1YRHARD                                                         II-1                    525000        1968.75
     16970093       GR5. 1YRHARD/2YRSOFT                                                 II-2                    409020           1615
     16970207       GR3. 3YR HARD                                                           I                 104108.05          315.7
     16970210       GR3. 1YRHARD                                                         II-2                    214400         871.01
     16970225       GR3. 3YR HARD                                                           I                 294496.52         949.48
     16970231       GR3. 3YR HARD                                                           I                 390966.93        1185.57
     16970247       GR5. 1YRHARD/2YRSOFT                                                 II-1                    344058        1251.25
     16970251       GR4. 1YRHARD/1YRSOFT                                                 II-1                 671173.75        2371.15
     16970262       GR1. NOPP                                                            II-1                    820000        2989.59
     16970107       GR2. 1YR/Other                                                          I                 521514.41        1320.92
     16970287       GR3. 1YRHARD                                                         II-1                    424000        1501.67
     16970291       GR2. 1YR/Other                                                          I                 311471.08         788.92
     16970297       GR3. 3YR HARD                                                           I                 306525.06         776.95
     16970303       GR3. 3YR HARD                                                           I                 203654.17         515.83
     16970315       GR5. 1YRHARD/2YRSOFT                                                 II-2                 304759.99        1235.01
     16970348       GR3. 1YRHARD                                                         II-1                 547114.37        2273.96
     16971837       GR5. 1YRHARD/2YRSOFT                                                 II-1                    473180        1671.67
     16971839       GR3. 3YR HARD                                                           I                    380000        1222.24
     16971754       GR5. 1YRHARD/2YRSOFT                                                 II-1                    190876         733.83
     16971887       GR5. 1YRHARD/2YRSOFT                                                 II-2                 367375.01        1571.67
     16971777       GR3. 1YRHARD                                                         II-1                    395386         1725.5
     16912726       GR1. NOPP                                                            II-1                    529320           2090
     16912729       GR2. 1YR/Other                                                          I                 469203.24        1188.43
     16912741       GR5. 1YRHARD/2YRSOFT                                                 II-2                 248118.74         850.79
     16912761       GR5. 1YRHARD/2YRSOFT                                                 II-1                 541349.99        2193.76
     16912769       GR3. 1YRHARD                                                         II-2                    364000        1440.84
     16912776       GR3. 3YR HARD                                                           1                 371384.42        1077.96
     16912790       GR1. NOPP                                                            II-2                    392000        1470.01
     16912791       GR2. SOFTPP/OTHER                                                    II-2                 174434.99         616.26
     16912796       GR3. 3YR HARD                                                           I                    158200         584.74
     16912801       GR5. 1YRHARD/2YRSOFT                                                 II-2                 339847.49        1271.26
     16965026       GR2. 1YR/Other                                                          I                 466884.72        1505.28
     16965028       GR2. SOFTPP/OTHER                                                    II-1                 569419.99        1893.34
     16965044       GR3. 1YRHARD                                                         II-1                    651625        2640.63
     16965001       GR5. 1YRHARD/2YRSOFT                                                 II-2                 219848.24         753.85
     16965064       GR2. 1YR/Other                                                          I                 263270.87         849.13
     16965067       GR3. 1YRHARD                                                         II-1                    413030        1330.42
     16965072       GR1. NOPP                                                            II-2                    116000         507.51
     16965080       GR2. 1YR/Other                                                          I                 250774.15         635.18
     16964979       GR3. 3YR HARD                                                           I                 491165.95        1244.05
     16965103       GR3. 1YRHARD                                                         II-1                 424809.37        1589.07
     16965104       GR3. 1YRHARD                                                         II-1                 733104.19        2970.81
     16968061       GR3. 1YRHARD                                                         II-2                    401802        1711.75
     16968081       GR3. 1YRHARD                                                         II-1                    902250        3281.25
     16968096       GR2. SOFTPP/OTHER                                                    II-2                    201600         819.01
     16968102       GR1. NOPP                                                               I                 509183.68        1641.65
     16968135       GR3. 1YRHARD                                                         II-1                 489219.99        1830.01
     16857222       GR5. 1YRHARD/2YRSOFT                                                 II-1                    234400         927.84
     16857234       GR5. 1YRHARD/2YRSOFT                                                 II-1                 409019.99        1530.01
     16857244       GR5. 1YRHARD/2YRSOFT                                                 II-1                    468000        1755.01
     16857266       GR3. 3YR HARD                                                           I                 371369.37         940.63
     16857278       GR5. 1YRHARD/2YRSOFT                                                 II-2                    388000        1657.09
     16857281       GR4. 1YRHARD/1YRSOFT                                                 II-1                 457139.99        1710.01
     16857098       GR5. 1YRHARD/2YRSOFT                                                 II-1                  368839.8           1533
     16857101       GR1. NOPP                                                            II-1                    637590           2650
     16858877       GR3. 3YR HARD                                                           I                 366324.93        1181.07
     16858879       GR3. 3YR HARD                                                           I                 378234.29        1146.96
     16858925       GR5. 1YRHARD/2YRSOFT                                                 II-2                 633579.99        2633.34
     16858838       GR3. 3YR HARD                                                           I                 471541.05        1746.45
     16858944       GR2. 1YR/Other                                                          I                  648898.1        1643.57
     16858946       GR5. 1YRHARD/2YRSOFT                                                 II-1                  626562.5        2278.65
     16858998       GR3. 3YR HARD                                                           I                 459220.19        1163.14
     16858844       GR1. NOPP                                                            II-2                    230575         886.46
     16859018       GR3. 3YR HARD                                                           I                 435260.87        1102.46
     16859019       GR3. 1YRHARD                                                         II-2                  339847.5        1094.69
     16912697       GR2. 1YR/Other                                                          I                 307877.19         779.81
     16856246       GR3. 1YRHARD                                                         II-2                    296000        1048.34
     16856248       GR1. NOPP                                                            II-2                 280297.17        1108.34
     16856158       GR3. 3YR HARD                                                           I                 507138.82        1284.51
     16856250       GR4. 1YRHARD/1YRSOFT                                                 II-2                    140350         554.17
     16856261       GR5. 1YRHARD/2YRSOFT                                                 II-2                    260000         839.59
     16856266       GR2. SOFTPP/OTHER                                                    II-2                    188470         744.17
     16856278       GR3. 3YR HARD                                                           I                 446932.38        1440.95
     16856163       GR3. 1YRHARD                                                         II-2                    308770        1219.17
     16856298       GR3. 1YRHARD                                                         II-2                    226565         800.42
     16856305       GR2. 1YR/Other                                                          I                 977928.18        3500.99
     16856314       GR3. 1YRHARD                                                         II-1                    558994        2207.17
     16856351       GR3. 3YR HARD                                                           I                 478547.52        1451.15
     16856387       GR5. 1YRHARD/2YRSOFT                                                 II-2                 326814.99        1426.26
     16857120       GR5. 1YRHARD/2YRSOFT                                                 II-2                 153983.99         624.01
     16857128       GR5. 1YRHARD/2YRSOFT                                                 II-1                    589470        1776.25
     16857165       GR1. NOPP                                                            II-1                    164000         666.26
     16857179       GR3. 1YRHARD                                                         II-1                 413029.99        1630.84
     16857074       GR3. 3YR HARD                                                           I                 491165.95        1244.05
     16851684       GR2. SOFTPP/OTHER                                                    II-1                 563906.24        1757.82
     16851617       GR5. 1YRHARD/2YRSOFT                                                 II-1                 444207.75        1707.78
     16851693       GR1. NOPP                                                               I                 319237.42        1029.25
     16851703       GR2. 1YR/Other                                                          I                 401549.12        1017.07
     16851729       GR5. 1YRHARD/2YRSOFT                                                 II-1                  461109.9        1676.94
     16851730       GR3. 3YR HARD                                                           I                 223386.38         720.22
     16851639       GR5. 1YRHARD/2YRSOFT                                                 II-1                    489220           2135
     16851642       GR3. 3YR HARD                                                           I                 319237.42        1029.25
     16851812       GR3. 3YR HARD                                                           I                  249659.6         757.07
     16851645       GR3. 1YRHARD                                                         II-1                    537340           2345
     16852458       GR1. NOPP                                                            II-1                    194886           1134
     16852556       GR3. 3YR HARD                                                           I                 718779.43        1820.57
     16852571       GR5. 1YRHARD/2YRSOFT                                                 II-2                    142400         578.51
     16852598       GR1. NOPP                                                               I                 261375.63          842.7
     16852616       GR3. 3YR HARD                                                           I                 187618.44         694.89
     16852630       GR3. 3YR HARD                                                           I                 196466.37         497.63
     16852645       GR3. 3YR HARD                                                           I                 411938.34        1249.16
     16852679       GR3. 3YR HARD                                                           I                 224693.64         681.36
     16851508       GR3. 3YR HARD                                                           I                 223620.27          566.4
     16851523       GR3. 1YRHARD                                                         II-1                    520000        2112.51
     16851444       GR3. 3YR HARD                                                           I                 473131.96        1515.57
     16851452       GR5. 1YRHARD/2YRSOFT                                                 II-1                   1002500         3437.5
     16851567       GR3. 3YR HARD                                                           I                  648680.8        2402.53
     16851573       GR3. 3YR HARD                                                           I                 511958.85        1896.15
     16977998       GR3. 1YRHARD                                                         II-1                 390305.24           1771
     17004249       GR3. 3YR HARD                                                           I                 403037.24        1299.42
     16980547       GR5. 1YRHARD/2YRSOFT                                                 II-1                 562809.34        2333.33
     16989912       GR3. 1YRHARD                                                         II-1                    760000        3087.51
     17013174       GR5. 1YRHARD/2YRSOFT                                                 II-1                    567700        2306.28
     17004264       GR3. 3YR HARD                                                           I                 340906.71        1262.62
     16849095       GR3. 3YR HARD                                                           I                 375658.24        1386.07
     17013049       GR5. 1YRHARD/2YRSOFT                                                 II-2                    326414        1153.17
     17013053       GR2. 1YR/Other                                                          I                 345158.19        1106.12
     17013055       GR3. 3YR HARD                                                           I                 309700.79          992.9
     17013474       GR3. 3YR HARD                                                           I                 179634.68         665.32
     17013499       GR1. NOPP                                                            II-2                 416288.12        1297.66
     17013500       GR3. 3YR HARD                                                           I                 294401.29        1090.38
     17013503       GR5. 1YRHARD/2YRSOFT                                                 II-2                  207236.8          904.4
     17013507       GR1. NOPP                                                            II-1                    268670           1005
     17012902       GR5. 1YRHARD/2YRSOFT                                                 II-2                  146685.8         640.15
     17012917       GR3. 1YRHARD                                                         II-1                    152380         601.67
     17012927       GR5. 1YRHARD/2YRSOFT                                                 II-1                  279416.8        1016.17
     17012928       GR5. 1YRHARD/2YRSOFT                                                 II-1                    124310         490.83
     17012953       GR5. 1YRHARD/2YRSOFT                                                 II-1                    437090         1907.5
     17013025       GR5. 1YRHARD/2YRSOFT                                                 II-1                  418042.5         1737.5
     17013037       GR5. 1YRHARD/2YRSOFT                                                 II-2                  180412.5          562.5
     17012768       GR1. NOPP                                                            II-2                 182956.25         684.38
     17012801       GR1. NOPP                                                            II-2                 269171.25         978.91
     17011022       GR5. 1YRHARD/2YRSOFT                                                 II-1                    392980           1715
     17011024       GR3. 3YR HARD                                                           I                 345528.89        1047.78
     17011029       GR1. NOPP                                                            II-1                    457140           1710
     17011030       GR1. NOPP                                                            II-1                    481200           1800
     17011137       GR1. NOPP                                                            II-2                    398995        1575.42
     17012631       GR5. 1YRHARD/2YRSOFT                                                 II-1                    629570        2289.58
     17012641       GR2. 1YR/Other                                                          I                 358794.73         908.77
     17009175       GR1. NOPP                                                            II-1                 421964.53        1447.23
     17009184       GR5. 1YRHARD/2YRSOFT                                                 II-1                    541350        2081.25
     17009192       GR5. 1YRHARD/2YRSOFT                                                 II-1                    501250        2135.42
     17009289       GR5. 1YRHARD/2YRSOFT                                                 II-2                 273682.49        1080.63
     17009298       GR1. NOPP                                                            II-1                    661650           2750
     17009299       GR3. 3YR HARD                                                           I                 447733.39        1428.08
     17010956       GR1. NOPP                                                            II-1                 343406.37        1498.66
     17010968       GR1. NOPP                                                            II-2                    242400         732.25
     17010971       GR1. NOPP                                                            II-2                    344860        1254.17
     17010997       GR5. 1YRHARD/2YRSOFT                                                 II-1                  454132.5        2029.06
     17009087       GR1. NOPP                                                            II-1                 497340.25        1963.73
     17009100       GR3. 3YR HARD                                                           I                 196798.76         630.41
     17009101       GR1. NOPP                                                            II-2                 451124.99        1640.63
     17009103       GR1. NOPP                                                            II-1                 312679.75        1169.63
     17009114       GR1. NOPP                                                            II-1                 595835.88        2600.28
     17009150       GR5. 1YRHARD/2YRSOFT                                                 II-1                    196490          857.5
     17009159       GR5. 1YRHARD/2YRSOFT                                                 II-1                    170024         706.67
     17008993       GR5. 1YRHARD/2YRSOFT                                                 II-1                  214053.8         867.43
     17009000       GR5. 1YRHARD/2YRSOFT                                                 II-2                    264660           1155
     17009039       GR3. 3YR HARD                                                           I                 169654.98         682.35
     17004960       GR3. 3YR HARD                                                           I                 493768.97        1818.53
     17004971       GR3. 1YRHARD                                                         II-1                    469170        1901.25
     17004980       GR5. 1YRHARD/2YRSOFT                                                 II-2                    380950         1662.5
     16973750       GR1. NOPP                                                            II-1                    541350        2193.75
     17004988       GR3. 1YRHARD                                                         II-2                    214134          934.5
     16973758       GR1. NOPP                                                            II-1                    601500         2312.5
     17005011       GR3. 3YR HARD                                                           I                 502798.94        1621.06
     17005021       GR1. NOPP                                                            II-2                    220550         870.83
     16973807       GR2. SOFTPP/OTHER                                                    II-2                    272680           1020
     17005137       GR5. 1YRHARD/2YRSOFT                                                 II-2                 274434.37         941.02
     16973817       GR2. SOFTPP/OTHER                                                    II-1                    433080           1710
     16973820       GR2. SOFTPP/OTHER                                                    II-2                    228570         736.25
     17005147       GR1. NOPP                                                            II-1                    421050           1575
     17005148       GR1. NOPP                                                            II-1                    601500           2375
     17005152       GR1. NOPP                                                            II-2                    360900           1200
     17005161       GR1. NOPP                                                            II-1                 393681.75        1513.53
     17005167       GR5. 1YRHARD/2YRSOFT                                                 II-1                    529320           1980
     17005168       GR5. 1YRHARD/2YRSOFT                                                 II-1                    350474        1056.08
     17005169       GR1. NOPP                                                            II-1                    481200           1800
     17005171       GR5. 1YRHARD/2YRSOFT                                                 II-1                 344809.87         1146.5
     17005172       GR1. NOPP                                                            II-1                    441100        1695.83
     17005173       GR5. 1YRHARD/2YRSOFT                                                 II-1                    529320           2145
     17005174       GR1. NOPP                                                            II-2                    204510            765
     16973840       GR5. 1YRHARD/2YRSOFT                                                 II-1                 193767.16         783.25
     16970958       GR5. 1YRHARD/2YRSOFT                                                 II-1                    248620           1085
     17004895       GR5. 1YRHARD/2YRSOFT                                                 II-1                    429070        1917.08
     17004900       GR5. 1YRHARD/2YRSOFT                                                 II-2                 236890.75        1033.81
     16970965       GR5. 1YRHARD/2YRSOFT                                                 II-2                    336840           1470
     16970970       GR3. 3YR HARD                                                           I                  277129.4         701.93
     17004921       GR5. 1YRHARD/2YRSOFT                                                 II-1                    424258        1895.58
     17004933       GR3. 3YR HARD                                                           1                 486837.07         1569.6
     16970938       GR2. SOFTPP/OTHER                                                    II-1                    493230         2152.5
     17004837       GR2. SOFTPP/OTHER                                                    II-2                 187968.75         781.25
     17004789       GR5. 1YRHARD/2YRSOFT                                                 II-2                    249422        1010.75
     17004794       GR5. 1YRHARD/2YRSOFT                                                 II-1                    204510         913.75
     17004797       GR3. 3YR HARD                                                           I                 653096.02        1643.56
     17004806       GR3. 3YR HARD                                                           I                 598982.86        1517.14
     17004808       GR1. NOPP                                                            II-2                    399396         1203.5
     16970833       GR5. 1YRHARD/2YRSOFT                                                 II-2                  275687.5         888.02
     17004714       GR1. NOPP                                                            II-1                    488418        1979.25
     16970849       GR5. 1YRHARD/2YRSOFT                                                 II-1                 259037.99        1130.46
     16970851       GR3. 3YR HARD                                                           I                 261967.25         970.25
     16970854       GR2. SOFTPP/OTHER                                                    II-1                  264579.8        1182.14
     16970857       GR5. 1YRHARD/2YRSOFT                                                 II-1                    284710        1153.75
     16970880       GR1. NOPP                                                            II-2                    376940        1566.67
     17004759       GR1. NOPP                                                            II-1                 435774.24        1580.83
     17004765       GR5. 1YRHARD/2YRSOFT                                                 II-2                    368920           1495
     16970897       GR2. 1YR/Other                                                          I                 566847.23        2099.44
     17004768       GR2. 1YR/Other                                                          I                 648451.01        2090.66
     16970921       GR5. 1YRHARD/2YRSOFT                                                 II-1                    368920        1341.67
     16970928       GR1. NOPP                                                            II-1                    332830         1452.5
     17004782       GR1. NOPP                                                            II-1                    477190        1933.75
     17004679       GR5. 1YRHARD/2YRSOFT                                                 II-1                    521300         2112.5
     17004682       GR1. NOPP                                                            II-1                 264559.75         907.16
     17004690       GR3. 3YR HARD                                                           I                 472797.14        1197.53
     16970831       GR5. 1YRHARD/2YRSOFT                                                 II-2                    168420          542.5
     17004642       GR5. 1YRHARD/2YRSOFT                                                 II-2                 299246.25        1212.66
     17004643       GR5. 1YRHARD/2YRSOFT                                                 II-2                 299246.25        1212.66
     17004653       GR2. SOFTPP/OTHER                                                    II-1                    272680           1105
     17004660       GR1. NOPP                                                               I                 336097.15         1083.6
     17003571       GR5. 1YRHARD/2YRSOFT                                                 II-1                    291928           1183
     17003579       GR1. NOPP                                                            II-1                 576744.26        2097.47
     16970760       GR2. SOFTPP/OTHER                                                    II-1                    441100         1787.5
     16970763       GR3. 1YRHARD                                                         II-2                    352880        1356.67
     16970793       GR5. 1YRHARD/2YRSOFT                                                 II-1                 536487.87        2062.56
     17003410       GR5. 1YRHARD/2YRSOFT                                                 II-1                    284710        1153.75
     16970673       GR1. NOPP                                                            II-1                    992475        3506.25
     17003429       GR1. NOPP                                                            II-2                 323306.25         907.03
     17003434       GR3. 3YR HARD                                                           I                 325587.87        1205.88
     16970709       GR3. 3YR HARD                                                           I                 487009.59        1803.74
     17003466       GR5. 1YRHARD/2YRSOFT                                                 II-1                    344860        1110.83
     16970724       GR5. 1YRHARD/2YRSOFT                                                 II-1                    244610         813.33
     16970726       GR3. 3YR HARD                                                           I                 399321.91        1011.42
     17003517       GR3. 3YR HARD                                                           I                 648898.11        1643.56
     17003560       GR3. 3YR HARD                                                           I                 418999.11        1350.89
     17003563       GR3. 3YR HARD                                                           I                 275439.85        1020.15
     16970641       GR4. 1YRHARD/1YRSOFT                                                 II-2                  175437.5         656.25
     16970594       GR5. 1YRHARD/2YRSOFT                                                 II-1                    304760           1140
     16970599       GR5. 1YRHARD/2YRSOFT                                                 II-1                    525310           1965
     16970600       GR3. 3YR HARD                                                           I                 369118.26        1190.07
     16970611       GR1. NOPP                                                            II-1                 544598.09        2150.33
     16970629       GR1. NOPP                                                            II-1                    264259         878.67
     17003350       GR1. NOPP                                                            II-2                 390495.84        1218.75
     17003353       GR5. 1YRHARD/2YRSOFT                                                 II-1                    380950         1662.5
     17003358       GR5. 1YRHARD/2YRSOFT                                                 II-2                 403506.25        1341.67
     17003362       GR2. 1YR/Other                                                          I                 566063.45        1814.05
     17003376       GR1. NOPP                                                            II-1                    437090        1680.42
     17003379       GR5. 1YRHARD/2YRSOFT                                                 II-1                    401000        1666.67
     16970551       GR3. 3YR HARD                                                           I                 426980.05        1376.62
     16970557       GR5. 1YRHARD/2YRSOFT                                                 II-2                    154786         595.08
     16970569       GR2. SOFTPP/OTHER                                                    II-2                  265662.5         883.33
     16970580       GR1. NOPP                                                            II-2                    108270         303.75
     16970513       GR1. NOPP                                                            II-2                 217492.38         790.96
     16970524       GR5. 1YRHARD/2YRSOFT                                                 II-2                  385962.5        1604.17
     17003327       GR5. 1YRHARD/2YRSOFT                                                 II-1                    320800        1066.67
     17003335       GR5. 1YRHARD/2YRSOFT                                                 II-2                 236489.75        1032.06
     16968802       GR1. NOPP                                                            II-1                 380699.37        1344.95
     16968822       GR3. 3YR HARD                                                           I                 130983.62         485.13
     16968839       GR5. 1YRHARD/2YRSOFT                                                 II-1                    536538           2007
     16968843       GR5. 1YRHARD/2YRSOFT                                                 II-1                    569420        2425.83
     16968855       GR5. 1YRHARD/2YRSOFT                                                 II-2                    118295         479.38
     16968859       GR5. 1YRHARD/2YRSOFT                                                 II-2                  400999.8        1666.67
     16968883       GR5. 1YRHARD/2YRSOFT                                                 II-1                    283106        1147.25
     16968892       GR1. NOPP                                                            II-1                 220299.38         801.17
     16968925       GR5. 1YRHARD/2YRSOFT                                                 II-2                 270173.75        1066.77
     16970361       GR1. NOPP                                                            II-1                  646612.5        2821.88
     16970364       GR5. 1YRHARD/2YRSOFT                                                 II-2                    308770        1219.17
     16970371       GR3. 3YR HARD                                                           I                 687941.03        2540.67
     16970403       GR5. 1YRHARD/2YRSOFT                                                 II-2                  227567.5          874.9
     17003280       GR5. 1YRHARD/2YRSOFT                                                 II-1                    601500           2500
     17003311       GR2. 1YR/Other                                                          I                 226024.82         568.93
     16970457       GR3. 3YR HARD                                                           I                  251572.8          637.2
     16970498       GR2. SOFTPP/OTHER                                                    II-2                    521300        2220.83
     16970500       GR3. 3YR HARD                                                           I                 648898.11        1643.56
     17002448       GR1. NOPP                                                            II-1                    461150        1581.25
     17003219       GR2. 1YR/Other                                                          I                 245014.72         789.95
     16968747       GR3. 3YR HARD                                                           I                 425662.88        1072.11
     16968756       GR5. 1YRHARD/2YRSOFT                                                 II-1                    149974          654.5
     16968766       GR5. 1YRHARD/2YRSOFT                                                 II-1                    569420           2130
     17003237       GR2. 1YR/Other                                                          I                 306617.56         988.56
     17003243       GR5. 1YRHARD/2YRSOFT                                                 II-2                  164329.8            683
     16968788       GR2. 1YR/Other                                                          I                 318315.99         965.26
     16968568       GR3. 1YRHARD                                                         II-1                 527816.25        1919.53
     16968582       GR5. 1YRHARD/2YRSOFT                                                 II-1                    530122        2038.08
     17002312       GR3. 3YR HARD                                                           I                 359389.72         910.28
     17002317       GR3. 3YR HARD                                                           I                 213316.19         790.06
     17002362       GR3. 1YRHARD                                                         II-1                    441100           1650
     16968620       GR5. 1YRHARD/2YRSOFT                                                 II-2                    356890           1335
     16968652       GR5. 1YRHARD/2YRSOFT                                                 II-1                    396990        1691.25
     16968703       GR5. 1YRHARD/2YRSOFT                                                 II-2                    145162         422.33
     16968706       GR3. 3YR HARD                                                           I                 681865.62        1719.42
     16968709       GR1. NOPP                                                            II-1                 653260.66        2640.63
     16968735       GR2. 1YR/Other                                                          I                 862359.46        2174.56
     17002155       GR2. SOFTPP/OTHER                                                    II-1                    472378        1963.33
     16968350       GR1. NOPP                                                            II-1                    364910        1327.08
     17002160       GR5. 1YRHARD/2YRSOFT                                                 II-1                    613530        1848.75
     16968358       GR5. 1YRHARD/2YRSOFT                                                 II-2                    118295          442.5
     16968369       GR5. 1YRHARD/2YRSOFT                                                 II-2                    170024            530
     17002216       GR1. NOPP                                                            II-1                 273822.85        1024.28
     16968381       GR5. 1YRHARD/2YRSOFT                                                 II-1                 550623.13        2002.47
     16968391       GR3. 3YR HARD                                                           I                 472072.33           1522
     16968396       GR1. NOPP                                                            II-1                    208520         671.67
     17002227       GR5. 1YRHARD/2YRSOFT                                                 II-1                    593480           2405
     16968416       GR5. 1YRHARD/2YRSOFT                                                 II-2                    224560         886.67
     16968427       GR5. 1YRHARD/2YRSOFT                                                 II-1                    441100        1833.33
     16968430       GR5. 1YRHARD/2YRSOFT                                                 II-2                 380900.32        1184.38
     16968433       GR5. 1YRHARD/2YRSOFT                                                 II-2                 297484.54        1079.17
     16968434       GR5. 1YRHARD/2YRSOFT                                                 II-2                 510547.94           1905
     16968435       GR2. SOFTPP/OTHER                                                    II-1                 667330.05        2628.33
     16968464       GR2. SOFTPP/OTHER                                                    II-1                 498488.39        2118.33
     17002265       GR5. 1YRHARD/2YRSOFT                                                 II-1                    208520         823.33
     16968480       GR1. NOPP                                                            II-2                    212530          927.5
     16968481       GR5. 1YRHARD/2YRSOFT                                                 II-2                 179146.75         651.51
     16968482       GR2. SOFTPP/OTHER                                                    II-1                 532658.01        1877.08
     16968486       GR2. SOFTPP/OTHER                                                    II-1                 627884.33         2668.2
     16968487       GR5. 1YRHARD/2YRSOFT                                                 II-1                    431476           1883
     16968497       GR5. 1YRHARD/2YRSOFT                                                 II-2                 328037.27           1292
     16968505       GR1. NOPP                                                            II-1                 522558.55        2220.62
     17002288       GR3. 3YR HARD                                                           I                 501797.73         1848.1
     17002291       GR3. 3YR HARD                                                           I                  245162.2         616.97
     16968520       GR5. 1YRHARD/2YRSOFT                                                 II-1                 522607.99        1895.83
     16968528       GR2. SOFTPP/OTHER                                                    II-1                    573430        2562.08
     17002303       GR3. 3YR HARD                                                           I                 642608.18        2058.49
     16968544       GR3. 1YRHARD                                                         II-2                    350875        1203.13
     16965656       GR5. 1YRHARD/2YRSOFT                                                 II-2                    304760        1203.33
     16965657       GR5. 1YRHARD/2YRSOFT                                                 II-1                    268670           1005
     16965660       GR5. 1YRHARD/2YRSOFT                                                 II-1                    320800        1266.67
     16965667       GR1. NOPP                                                            II-2                    338444         1371.5
     16965677       GR2. SOFTPP/OTHER                                                    II-2                  137342.5          442.4
     16965701       GR3. 3YR HARD                                                           I                 313011.46         793.34
     16968201       GR5. 1YRHARD/2YRSOFT                                                 II-1                    721800           3150
     17002112       GR3. 3YR HARD                                                           I                 429538.86        1581.97
     17002117       GR1. NOPP                                                            II-2                 410523.75        1322.34
     16968237       GR3. 3YR HARD                                                           I                 348474.31        1119.31
     16968264       GR5. 1YRHARD/2YRSOFT                                                 II-1                 477440.62        1984.38
     16968275       GR1. NOPP                                                            II-1                    651625        2031.25
     16968282       GR5. 1YRHARD/2YRSOFT                                                 II-1                    561400           2275
     16968289       GR3. 3YR HARD                                                           I                 484342.79        1561.88
     16968295       GR3. 3YR HARD                                                           I                 501797.73         1848.1
     16968301       GR2. 1YR/Other                                                          I                 542088.15        1736.85
     17002137       GR5. 1YRHARD/2YRSOFT                                                 II-2                 232880.75         943.72
     16968311       GR1. NOPP                                                            II-1                    401000        1541.67
     16968313       GR3. 3YR HARD                                                           I                 658867.41        2782.59
     16968331       GR5. 1YRHARD/2YRSOFT                                                 II-2                    360900         1237.5
     16965611       GR5. 1YRHARD/2YRSOFT                                                 II-1                    296740           1295
     16965620       GR5. 1YRHARD/2YRSOFT                                                 II-1                  379947.5        1539.69
     16965625       GR5. 1YRHARD/2YRSOFT                                                 II-1                 540514.05         2411.5
     16965626       GR3. 3YR HARD                                                           I                 210771.36         780.64
     16965641       GR3. 3YR HARD                                                           I                 207647.39         525.94
     16965649       GR5. 1YRHARD/2YRSOFT                                                 II-1                    384960           1560
     16965651       GR5. 1YRHARD/2YRSOFT                                                 II-1                  120219.8         462.19
     16965652       GR5. 1YRHARD/2YRSOFT                                                 II-2                    248620        1059.17
     16965654       GR5. 1YRHARD/2YRSOFT                                                 II-1                    378544        1455.33
     17002085       GR5. 1YRHARD/2YRSOFT                                                 II-2                    217342         767.83
     17001933       GR5. 1YRHARD/2YRSOFT                                                 II-2                  171427.5         552.19
     17001938       GR3. 3YR HARD                                                           I                 379355.82         960.85
     17001961       GR5. 1YRHARD/2YRSOFT                                                 II-1                    437090        1725.83
     17001973       GR1. NOPP                                                            II-2                    208520            845
     16965337       GR5. 1YRHARD/2YRSOFT                                                 II-2                    199698          871.5
     16965348       GR3. 3YR HARD                                                           I                 399333.89        1006.87
     16965351       GR5. 1YRHARD/2YRSOFT                                                 II-2                    249422         1088.5
     16965358       GR2. 1YR/Other                                                          I                 496307.92        1251.51
     17001983       GR5. 1YRHARD/2YRSOFT                                                 II-1                  128239.8         519.68
     16965425       GR1. NOPP                                                            II-1                  636587.5        2116.67
     16965426       GR5. 1YRHARD/2YRSOFT                                                 II-2                 184209.37         765.63
     16965432       GR1. NOPP                                                            II-1                    296740           1295
     16965433       GR1. NOPP                                                            II-1                  169422.5         651.35
     17001997       GR5. 1YRHARD/2YRSOFT                                                 II-2                    401000        1333.33
     16965488       GR3. 3YR HARD                                                           I                 391335.47          991.2
     16965503       GR1. NOPP                                                            II-1                    413030           1545
     17002029       GR5. 1YRHARD/2YRSOFT                                                 II-2                    197292          799.5
     16965589       GR3. 3YR HARD                                                           I                 212213.08         684.19
     17002065       GR1. NOPP                                                            II-2                 482102.25        1853.47
     16965601       GR1. NOPP                                                            II-1                    557390        2490.42
     16965605       GR3. 3YR HARD                                                           I                 223545.38         827.95
     16965217       GR1. NOPP                                                            II-1                    144360            585
     16965223       GR2. 1YR/Other                                                          I                 343531.61        1041.72
     16965259       GR5. 1YRHARD/2YRSOFT                                                 II-2                    414634        1680.25
     16965270       GR3. 3YR HARD                                                           I                 673106.99        1704.88
     16965272       GR2. SOFTPP/OTHER                                                    II-2                    380950        1385.42
     16965275       GR5. 1YRHARD/2YRSOFT                                                 II-2                 218444.75         839.82
     16965276       GR5. 1YRHARD/2YRSOFT                                                 II-1                    244610         940.42
     17001928       GR1. NOPP                                                            II-2                    417040        1646.67
     16965281       GR3. 3YR HARD                                                           I                    247409         797.67
     16965292       GR5. 1YRHARD/2YRSOFT                                                 II-2                 237291.75         986.25
     17000238       GR5. 1YRHARD/2YRSOFT                                                 II-2                  195487.5         731.25
     17000243       GR1. NOPP                                                            II-2                 159297.25         562.77
     17000249       GR3. 3YR HARD                                                           I                  983789.6        3152.07
     17000253       GR2. SOFTPP/OTHER                                                    II-1                    401000        1541.67
     17000257       GR3. 3YR HARD                                                           I                 389354.63        1434.12
     17000273       GR2. SOFTPP/OTHER                                                    II-1                    601500           2375
     17000309       GR1. NOPP                                                            II-1                 663310.48        2543.75
     17000438       GR5. 1YRHARD/2YRSOFT                                                 II-1                    421050        1881.25
     17000445       GR1. NOPP                                                            II-1                 543603.33        1756.67
     17000448       GR5. 1YRHARD/2YRSOFT                                                 II-2                    344860        1218.33
     17000463       GR1. NOPP                                                            II-1                    453130        1506.67
     17000468       GR1. NOPP                                                            II-2                    320800        1166.67
     17000475       GR3. 1YRHARD                                                         II-1                    922300           4025
     17000494       GR5. 1YRHARD/2YRSOFT                                                 II-1                    481200           1800
     16965179       GR3. 1YRHARD                                                         II-1                 532658.01        1877.08
     16965188       GR3. 1YRHARD                                                         II-1                    625560           2470
     16965192       GR5. 1YRHARD/2YRSOFT                                                 II-1                 439795.52         1914.5
     16965197       GR2. SOFTPP/OTHER                                                    II-1                 522608.81        2220.83
     16963375       GR5. 1YRHARD/2YRSOFT                                                 II-2                 313451.69         978.13
     17000122       GR5. 1YRHARD/2YRSOFT                                                 II-2                    237392         986.67
     17000127       GR1. NOPP                                                            II-1                    244610        1042.08
     16963384       GR3. 1YRHARD                                                         II-2                    417040        1473.33
     16963388       GR3. 3YR HARD                                                           I                 407008.86        1030.89
     16963412       GR1. NOPP                                                            II-1                    327216           1258
     17000158       GR1. NOPP                                                            II-1                 384663.26        1518.83
     17000182       GR1. NOPP                                                            II-1                    701750        2697.92
     17000185       GR5. 1YRHARD/2YRSOFT                                                 II-1                    164410         700.42
     17000187       GR1. NOPP                                                            II-1                1165406.24        3390.63
     17000194       GR2. 1YR/Other                                                          I                 531098.14        1345.19
     17000197       GR5. 1YRHARD/2YRSOFT                                                 II-2                  130645.8         529.43
     17000199       GR3. 3YR HARD                                                           I                  499319.2        1514.13
     17000206       GR5. 1YRHARD/2YRSOFT                                                 II-1                 964906.25        3108.07
     17000216       GR5. 1YRHARD/2YRSOFT                                                 II-2                  163646.1         697.16
     17000227       GR2. SOFTPP/OTHER                                                    II-2                 346002.96        1114.06
     16963308       GR1. NOPP                                                            II-2                    332028         1138.5
     16995354       GR1. NOPP                                                            II-2                    200500            875
     16995358       GR3. 3YR HARD                                                           I                 290409.41        1075.59
     16995361       GR1. NOPP                                                            II-1                    481200           1550
     16963341       GR3. 3YR HARD                                                           I                 369086.17         930.51
     16963344       GR2. 1YR/Other                                                          I                  582608.3        1878.37
     16995363       GR1. NOPP                                                            II-1                   1002500           3750
     16995367       GR1. NOPP                                                            II-2                    284710        1035.42
     16995369       GR1. NOPP                                                            II-1                  418042.5        1563.75
     17000080       GR3. 3YR HARD                                                           I                 376987.11         948.72
     17000085       GR3. 3YR HARD                                                           I                 315246.95        1016.38
     16963352       GR3. 3YR HARD                                                           I                 826043.19        2083.42
     17000089       GR3. 3YR HARD                                                           I                 479025.83        1774.17
     16963356       GR3. 3YR HARD                                                           I                 387342.25         981.08
     17000095       GR1. NOPP                                                            II-1                 401290.72        1501.09
     16963231       GR5. 1YRHARD/2YRSOFT                                                 II-1                    224560            980
     16963250       GR5. 1YRHARD/2YRSOFT                                                 II-1                    521300        2220.83
     16963253       GR1. NOPP                                                            II-1                    781950         3087.5
     16963254       GR5. 1YRHARD/2YRSOFT                                                 II-1                    220550         847.92
     16963257       GR5. 1YRHARD/2YRSOFT                                                 II-1                    429070         1872.5
     16963290       GR5. 1YRHARD/2YRSOFT                                                 II-2                    243006         984.75
     16963097       GR3. 3YR HARD                                                           I                  445336.2         1435.8
     16963104       GR5. 1YRHARD/2YRSOFT                                                 II-1                    351276           1387
     16963108       GR1. NOPP                                                            II-1                 389638.66        1497.99
     16963111       GR1. NOPP                                                            II-2                 399996.01        1409.58
     16963113       GR5. 1YRHARD/2YRSOFT                                                 II-1                    441100           1925
     16963122       GR1. NOPP                                                            II-2                    186866         601.92
     16963130       GR1. NOPP                                                            II-1                    401000           1750
     16963150       GR3. 3YR HARD                                                           I                 652188.88        1643.56
     16963156       GR5. 1YRHARD/2YRSOFT                                                 II-2                 132313.96         536.19
     16963206       GR5. 1YRHARD/2YRSOFT                                                 II-2                    178044          721.5
     16963051       GR5. 1YRHARD/2YRSOFT                                                 II-1                 695469.91        2234.58
     16963059       GR3. 3YR HARD                                                           I                 186121.49         689.34
     16963064       GR1. NOPP                                                            II-1                  660647.5        2333.96
     16963065       GR3. 1YRHARD                                                         II-1                    413030        1373.33
     16963080       GR3. 3YR HARD                                                           I                 366624.22        1182.03
     16963081       GR5. 1YRHARD/2YRSOFT                                                 II-1                    994480           4030
     16963018       GR5. 1YRHARD/2YRSOFT                                                 II-2                 182406.88         739.18
     16963026       GR1. NOPP                                                            II-2                    376940        1566.67
     16963030       GR5. 1YRHARD/2YRSOFT                                                 II-1                    465160        1933.33
     16963040       GR3. 3YR HARD                                                           I                 467362.78        1417.22
     16963045       GR2. SOFTPP/OTHER                                                    II-1                    344860           1505
     16859503       GR1. NOPP                                                            II-1                    257442            963
     16859515       GR1. NOPP                                                               I                  485661.1        1559.95
     16859516       GR5. 1YRHARD/2YRSOFT                                                 II-2                 142349.25         458.54
     16859518       GR1. NOPP                                                            II-1                    360900         1387.5
     16859523       GR1. NOPP                                                            II-1                    396188        1564.33
     16859598       GR1. NOPP                                                            II-1                    413030           1545
     16859613       GR1. NOPP                                                               I                 234318.95         752.64
     16859619       GR5. 1YRHARD/2YRSOFT                                                 II-2                    326715         1222.5
     16859667       GR5. 1YRHARD/2YRSOFT                                                 II-2                    252630          997.5
     16859670       GR5. 1YRHARD/2YRSOFT                                                 II-1                    481200           2100
     16962967       GR3. 3YR HARD                                                           I                 169195.83          545.5
     16962972       GR5. 1YRHARD/2YRSOFT                                                 II-2                    268670         1172.5
     16962981       GR3. 3YR HARD                                                           I                 274802.54         882.58
     16962987       GR3. 3YR HARD                                                           I                 900834.66        3326.58
     16963013       GR5. 1YRHARD/2YRSOFT                                                 II-2                    392980         1592.5
     16859055       GR5. 1YRHARD/2YRSOFT                                                 II-1                   1002500           4375
     16859065       GR5. 1YRHARD/2YRSOFT                                                 II-2                 193983.75         705.47
     16859067       GR3. 3YR HARD                                                           I                 534622.91        1723.67
     16859078       GR3. 3YR HARD                                                           I                 424577.94        1363.75
     16859103       GR5. 1YRHARD/2YRSOFT                                                 II-1                    472378         2061.5
     16859139       GR3. 3YR HARD                                                           I                 196466.38         497.62
     16859148       GR2. SOFTPP/OTHER                                                    II-1                    579846         2048.5
     16859155       GR2. 1YR/Other                                                          I                 650805.52        2402.53
     16859166       GR5. 1YRHARD/2YRSOFT                                                 II-1                    481200           2100
     16859183       GR3. 3YR HARD                                                           I                 157180.35         582.15
     16859194       GR5. 1YRHARD/2YRSOFT                                                 II-2                 321605.41        1366.67
     16859219       GR5. 1YRHARD/2YRSOFT                                                 II-2                 191577.75         836.06
     16859221       GR1. NOPP                                                            II-1                 369159.21        1226.33
     16859259       GR5. 1YRHARD/2YRSOFT                                                 II-1                  337321.2         1261.8
     16859310       GR3. 3YR HARD                                                           I                 307266.02         990.65
     16859318       GR5. 1YRHARD/2YRSOFT                                                 II-2                    262254         1035.5
     16859324       GR5. 1YRHARD/2YRSOFT                                                 II-2                    104260         444.17
     16859352       GR5. 1YRHARD/2YRSOFT                                                 II-2                 209043.25            780
     16859360       GR1. NOPP                                                            II-1                   1002500           3750
     16859383       GR3. 3YR HARD                                                           I                 527104.92        1335.08
     16859397       GR3. 1YRHARD                                                         II-1                 745583.01        2543.75
     16859412       GR3. 1YRHARD                                                         II-1                 216018.29         848.67
     16859434       GR2. SOFTPP/OTHER                                                    II-1                    560598           2330
     16859436       GR1. NOPP                                                            II-2                  145362.5         573.96
     16859448       GR5. 1YRHARD/2YRSOFT                                                 II-2                    249422         1088.5
     16859452       GR3. 1YRHARD                                                         II-2                 401407.23           1494
     16859459       GR5. 1YRHARD/2YRSOFT                                                 II-2                    249422         1088.5
     16859462       GR2. 1YR/Other                                                          I                 279525.33            708
     16859466       GR5. 1YRHARD/2YRSOFT                                                 II-1                    401000           1625
     16859473       GR5. 1YRHARD/2YRSOFT                                                 II-1                    449120           1960
     16859484       GR5. 1YRHARD/2YRSOFT                                                 II-1                    651625        2708.33
     16859497       GR2. 1YR/Other                                                          I                 469985.89        1185.14
     16859502       GR2. 1YR/Other                                                          I                 365626.61        1178.81
     16857024       GR3. 1YRHARD                                                         II-1                 996234.37        4347.66
     16857034       GR1. NOPP                                                            II-1                 477983.98        1787.97
     16857048       GR5. 1YRHARD/2YRSOFT                                                 II-1                    400198           1497
     16857312       GR5. 1YRHARD/2YRSOFT                                                 II-1                    561400        2391.67
     16857321       GR3. 3YR HARD                                                           I                 448610.65        1440.95
     16857330       GR3. 3YR HARD                                                           I                 613957.44        1555.06
     16857335       GR1. NOPP                                                            II-2                  235587.5         758.85
     16857337       GR2. SOFTPP/OTHER                                                    II-2                 303757.49        1073.13
     16857386       GR3. 3YR HARD                                                           I                 466182.56        1176.03
     16857408       GR3. 3YR HARD                                                           I                 274544.18         885.15
     16857473       GR3. 3YR HARD                                                           I                 388367.59        1247.96
     16857509       GR2. 1YR/Other                                                          I                 450426.33        1447.38
     16857511       GR2. SOFTPP/OTHER                                                    II-1                  432197.8        1706.52
     16857520       GR3. 3YR HARD                                                           I                 440371.14        1415.21
     16857614       GR1. NOPP                                                            II-2                  205512.5         704.69
     16857628       GR3. 3YR HARD                                                           I                 455226.98        1153.02
     16857677       GR1. NOPP                                                            II-1                 594965.15        2589.98
     16856542       GR5. 1YRHARD/2YRSOFT                                                 II-1                1330818.75        5392.97
     16856564       GR3. 3YR HARD                                                           I                 177493.46            536
     16856566       GR1. NOPP                                                            II-1                    497240           2170
     16856581       GR3. 3YR HARD                                                           I                 556842.56        2056.93
     16856609       GR5. 1YRHARD/2YRSOFT                                                 II-1                    425060        1545.83
     16856632       GR5. 1YRHARD/2YRSOFT                                                 II-1                    651625         2437.5
     16856652       GR1. NOPP                                                            II-2                    401000        1458.33
     16856662       GR5. 1YRHARD/2YRSOFT                                                 II-2                  335837.5        1256.25
     16856699       GR5. 1YRHARD/2YRSOFT                                                 II-1                    360900           1575
     16856702       GR5. 1YRHARD/2YRSOFT                                                 II-2                 377886.17         1527.5
     16856736       GR1. NOPP                                                            II-2                    220550         710.42
     16856738       GR5. 1YRHARD/2YRSOFT                                                 II-1                    405010           1515
     16856796       GR5. 1YRHARD/2YRSOFT                                                 II-1                  759792.4        3071.25
     16856826       GR1. NOPP                                                            II-1                    651625        2234.38
     16856839       GR5. 1YRHARD/2YRSOFT                                                 II-2                    404208           1512
     16856857       GR1. NOPP                                                            II-1                    421050         1837.5
     16856858       GR5. 1YRHARD/2YRSOFT                                                 II-1                 406340.63           1521
     16856865       GR5. 1YRHARD/2YRSOFT                                                 II-1                    521300        2220.83
     16856868       GR5. 1YRHARD/2YRSOFT                                                 II-2                    602302        2378.17
     16856879       GR5. 1YRHARD/2YRSOFT                                                 II-1                 219495.58         887.25
     16856890       GR5. 1YRHARD/2YRSOFT                                                 II-1                    257843          964.5
     16856908       GR5. 1YRHARD/2YRSOFT                                                 II-2                    287918        1106.92
     16856913       GR1. NOPP                                                            II-2                    356890           1335
     16856921       GR1. NOPP                                                            II-2                    190475         752.08
     16856923       GR1. NOPP                                                            II-1                    625560           2405
     16856928       GR5. 1YRHARD/2YRSOFT                                                 II-2                    165212            721
     16856931       GR5. 1YRHARD/2YRSOFT                                                 II-1                    380148           1501
     16856934       GR5. 1YRHARD/2YRSOFT                                                 II-1                 413431.25        1460.94
     16857016       GR5. 1YRHARD/2YRSOFT                                                 II-1                    512478        2183.25
     16856496       GR1. NOPP                                                            II-2                    412228           1799
     16856511       GR2. SOFTPP/OTHER                                                    II-1                    320800           1300
     16856522       GR5. 1YRHARD/2YRSOFT                                                 II-2                    320800        1266.67
     16856529       GR5. 1YRHARD/2YRSOFT                                                 II-1                 723611.06           2625
     16853241       GR2. 1YR/Other                                                          I                 511032.21        1294.37
     16853279       GR5. 1YRHARD/2YRSOFT                                                 II-2                    332830        1383.33
     16853282       GR5. 1YRHARD/2YRSOFT                                                 II-1                    441100         1512.5
     16853285       GR1. NOPP                                                            II-1                    641600        2533.33
     16853286       GR1. NOPP                                                            II-1                    505260         1732.5
     16853299       GR5. 1YRHARD/2YRSOFT                                                 II-2                    300750        1031.25
     16853319       GR3. 3YR HARD                                                           I                 618948.96        1567.71
     16853330       GR2. 1YR/Other                                                          I                 498808.47         1608.2
     16853335       GR1. NOPP                                                            II-1                 280349.12        1019.56
     16853379       GR3. 3YR HARD                                                           I                 475863.28        1534.22
     16852738       GR1. NOPP                                                            II-2                 418042.49        1476.88
     16852799       GR1. NOPP                                                            II-1                    651625         2437.5
     16852804       GR5. 1YRHARD/2YRSOFT                                                 II-2                    344860        1361.67
     16852805       GR3. 3YR HARD                                                           I                 688806.33        1744.65
     16852812       GR5. 1YRHARD/2YRSOFT                                                 II-1                  542708.3        1968.75
     16852813       GR3. 3YR HARD                                                           I                 287511.77         728.23
     16852835       GR3. 3YR HARD                                                           I                 502798.93        1621.07
     16852854       GR1. NOPP                                                            II-2                  418042.5        1607.19
     16852863       GR2. SOFTPP/OTHER                                                    II-2                    240600            750
     16852865       GR2. SOFTPP/OTHER                                                    II-1                    469170           1950
     16852871       GR5. 1YRHARD/2YRSOFT                                                 II-2                 321605.25           1300
     16852895       GR1. NOPP                                                            II-2                 376238.25        1290.09
     16852968       GR5. 1YRHARD/2YRSOFT                                                 II-2                 259696.38        1103.58
     16852988       GR1. NOPP                                                            II-1                    596688           1860
     16853087       GR5. 1YRHARD/2YRSOFT                                                 II-2                    180450         693.75
     16853116       GR5. 1YRHARD/2YRSOFT                                                 II-1                 184451.98          728.3
     16853141       GR1. NOPP                                                            II-2                    300750           1000
     16853159       GR2. SOFTPP/OTHER                                                    II-2                 220675.31         871.33
     16853184       GR2. SOFTPP/OTHER                                                    II-1                 384776.46        1515.47
     16853191       GR5. 1YRHARD/2YRSOFT                                                 II-2                  275687.5         916.67
     16853202       GR2. 1YR/Other                                                          I                 737003.22        2367.27
     16853207       GR2. SOFTPP/OTHER                                                    II-1                    457140         1757.5
     16853216       GR3. 3YR HARD                                                           I                 311212.59        1003.37
     16853226       GR1. NOPP                                                            II-2                    268670         893.33
     16852154       GR3. 3YR HARD                                                           I                 229533.21         850.12
     16852170       GR5. 1YRHARD/2YRSOFT                                                 II-1                    200500         729.17
     16852231       GR3. 3YR HARD                                                           I                  532459.2         1710.8
     16852281       GR2. 1YR/Other                                                          I                 317468.61         800.54
     16852312       GR5. 1YRHARD/2YRSOFT                                                 II-1                    348870         1232.5
     16852317       GR5. 1YRHARD/2YRSOFT                                                 II-1                    336840           1435
     16852330       GR1. NOPP                                                            II-1                    348870           1305
     16852340       GR5. 1YRHARD/2YRSOFT                                                 II-1                    693730        2667.08
     16852352       GR1. NOPP                                                            II-1                 340818.75        1168.75
     16852379       GR2. SOFTPP/OTHER                                                    II-1                 334772.84        1460.98
     16852383       GR5. 1YRHARD/2YRSOFT                                                 II-1                    457140           1805
     16852385       GR1. NOPP                                                            II-1                 273364.11         963.33
     16852416       GR3. 3YR HARD                                                           I                 142069.22         360.07
     16852715       GR3. 3YR HARD                                                           I                 224343.77          830.9
     16852028       GR1. NOPP                                                            II-2                 264318.83         876.67
     16852051       GR5. 1YRHARD/2YRSOFT                                                 II-1                    376138        1524.25
     16852063       GR2. SOFTPP/OTHER                                                    II-1                    344860           1505
     16852070       GR5. 1YRHARD/2YRSOFT                                                 II-1                    304760        1203.33
     16852096       GR2. SOFTPP/OTHER                                                    II-2                  265662.5        1104.17
     16852110       GR3. 3YR HARD                                                           I                 207504.32         669.01
     16852119       GR3. 3YR HARD                                                           I                 257784.21         831.12
     16851998       GR5. 1YRHARD/2YRSOFT                                                 II-1                 368840.73        1376.25
     16851999       GR5. 1YRHARD/2YRSOFT                                                 II-2                    329091        1134.38
     16851255       GR5. 1YRHARD/2YRSOFT                                                 II-1                    601500           2375
     16851269       GR2. SOFTPP/OTHER                                                    II-1                 540342.49        2021.23
     16851281       GR5. 1YRHARD/2YRSOFT                                                 II-2                 256278.92         929.69
     16851296       GR5. 1YRHARD/2YRSOFT                                                 II-1                 329645.64           1435
     16851299       GR5. 1YRHARD/2YRSOFT                                                 II-1                    344860        1361.67
     16851301       GR3. 3YR HARD                                                           I                 464366.86        1408.14
     16851317       GR5. 1YRHARD/2YRSOFT                                                 II-1                 667330.89         2697.5
     16851326       GR1. NOPP                                                            II-2                  418042.5        1303.13
     16851327       GR3. 3YR HARD                                                           I                 416567.04        1338.02
     16851341       GR3. 3YR HARD                                                           I                 335542.51        1017.49
     16851352       GR1. NOPP                                                            II-2                 161653.13         587.89
     16851384       GR5. 1YRHARD/2YRSOFT                                                 II-2                    284710        1124.17
     16851397       GR5. 1YRHARD/2YRSOFT                                                 II-1                    161202            670
     16851410       GR5. 1YRHARD/2YRSOFT                                                 II-1                    597490         2607.5
     16851416       GR1. NOPP                                                            II-2                 233081.25         799.22
     16851428       GR1. NOPP                                                            II-2                    224560            910
     16851845       GR5. 1YRHARD/2YRSOFT                                                 II-1                    489220        2033.33
     16851922       GR1. NOPP                                                            II-1                    681700        2691.67
     16849506       GR3. 3YR HARD                                                           I                 412596.25        1522.83
     16849517       GR3. 3YR HARD                                                           I                1431354.78        4599.45
     16849529       GR5. 1YRHARD/2YRSOFT                                                 II-2                    396990        1443.75
     16849530       GR3. 3YR HARD                                                           I                 597496.42        2217.72
     16849552       GR5. 1YRHARD/2YRSOFT                                                 II-1                    212530         839.17
     16849570       GR2. 1YR/Other                                                          I                 400545.22        1286.56
     16849575       GR3. 3YR HARD                                                           I                 263640.54         799.46
     16849585       GR3. 3YR HARD                                                           I                 500681.54         1608.2
     16849587       GR3. 3YR HARD                                                           I                 274359.32         945.63
     16851052       GR5. 1YRHARD/2YRSOFT                                                 II-1                  173151.8         755.65
     16851087       GR1. NOPP                                                            II-2                    360900         1162.5
     16851129       GR5. 1YRHARD/2YRSOFT                                                 II-1                    284710        1153.75
     16851155       GR3. 3YR HARD                                                           I                  422540.7        1564.97
     16851157       GR3. 3YR HARD                                                           I                 253195.18         816.32
     16851161       GR3. 3YR HARD                                                           I                 648898.11        1643.56
     16851169       GR3. 3YR HARD                                                           I                 431267.66        1092.34
     16849426       GR5. 1YRHARD/2YRSOFT                                                 II-1                 612183.49        1909.38
     16849428       GR3. 3YR HARD                                                           I                  292458.7         939.19
     16849434       GR5. 1YRHARD/2YRSOFT                                                 II-1                 269566.24         980.34
     16849443       GR5. 1YRHARD/2YRSOFT                                                 II-1                    481200           2100
     16849445       GR2. 1YR/Other                                                          I                 601646.12        1517.14
     16849473       GR1. NOPP                                                            II-2                    360900           1350
     16849479       GR2. 1YR/Other                                                          I                 339478.83         856.04
     16849484       GR2. 1YR/Other                                                          I                 449105.62        1356.51
     16849490       GR1. NOPP                                                            II-1                    445912        1436.33
     16849123       GR1. NOPP                                                            II-1                 838992.25        2964.02
     16849127       GR3. 3YR HARD                                                           I                 381082.07         960.85
     16849134       GR5. 1YRHARD/2YRSOFT                                                 II-1                    533330           1995
     16849141       GR3. 3YR HARD                                                           I                 292801.11         738.34
     16849159       GR2. SOFTPP/OTHER                                                    II-1                 418962.38        1436.88
     16849176       GR5. 1YRHARD/2YRSOFT                                                 II-1                    589470         2327.5
     16849195       GR2. 1YR/Other                                                          I                 446908.34        1435.48
     16849196       GR3. 3YR HARD                                                           I                 377109.77         950.74
     16849212       GR3. 3YR HARD                                                           I                  618957.5        1560.79
     16849232       GR3. 3YR HARD                                                           I                 411018.18        1325.15
     16849245       GR3. 3YR HARD                                                           I                 440599.77        1415.21
     16849251       GR3. 3YR HARD                                                           I                  595978.1        2509.81
     16849272       GR3. 3YR HARD                                                           I                 435260.88        1102.45
     16849292       GR1. NOPP                                                            II-2                  351877.5        1316.25
     16849299       GR1. NOPP                                                            II-2                 217041.25         676.56
     16849325       GR5. 1YRHARD/2YRSOFT                                                 II-2                    272680        1076.67
     16849331       GR5. 1YRHARD/2YRSOFT                                                 II-2                    271878         1073.5
     16849380       GR5. 1YRHARD/2YRSOFT                                                 II-1                    737840           2760
     16849411       GR1. NOPP                                                            II-2                    308770          962.5
     16849418       GR2. 1YR/Other                                                          I                 585577.06        1476.68
     16849100       GR5. 1YRHARD/2YRSOFT                                                 II-1                    429070         1872.5
     16849070       GR5. 1YRHARD/2YRSOFT                                                 II-1                    561400           2100
     16847866       GR1. NOPP                                                               I                 320944.49         809.14
     16847867       GR2. 1YR/Other                                                          I                 450922.86        1453.81
     16847886       GR3. 3YR HARD                                                           I                 427417.24        1296.09
     16847959       GR1. NOPP                                                            II-1                    513280        2133.33
     16847962       GR3. 3YR HARD                                                           I                 500723.59         1848.1
     16847966       GR2. SOFTPP/OTHER                                                    II-2                 287216.25         925.16
     16847976       GR5. 1YRHARD/2YRSOFT                                                 II-1                    282304           1144
     16848000       GR2. 1YR/Other                                                          I                  216559.6         802.07
     16848003       GR1. NOPP                                                            II-1                  981736.2        3777.08
     16848013       GR3. 3YR HARD                                                           I                 498808.47         1608.2
     16848020       GR3. 3YR HARD                                                           I                 485428.54        1223.82
     16848021       GR2. 1YR/Other                                                          I                 240327.15         771.93
     16848042       GR5. 1YRHARD/2YRSOFT                                                 II-2                    372930           1395
     16848047       GR2. 1YR/Other                                                          I                 401097.42        1011.42
     16848057       GR1. NOPP                                                            II-2                    278695         984.58
     16848064       GR1. NOPP                                                            II-1                    368920           1265
     16848080       GR5. 1YRHARD/2YRSOFT                                                 II-2                    396990        1608.75
     16848089       GR5. 1YRHARD/2YRSOFT                                                 II-2                    288720           1260
     16848096       GR2. 1YR/Other                                                          I                 291196.73         734.29
     16848105       GR3. 1YRHARD                                                         II-1                 511585.78        1541.56
     16848122       GR1. NOPP                                                            II-1                    240600            900
     16848999       GR3. 3YR HARD                                                           I                  618522.5        1994.17
     16847651       GR1. NOPP                                                            II-2                  175437.5         583.33
     16847653       GR3. 3YR HARD                                                           I                 424279.53        1074.64
     16847676       GR3. 3YR HARD                                                           I                 572898.56        1839.78
     16847693       GR5. 1YRHARD/2YRSOFT                                                 II-2                  329822.5        1028.13
     16847694       GR3. 3YR HARD                                                           I                 281141.08         900.59
     16847701       GR5. 1YRHARD/2YRSOFT                                                 II-2                 414568.73        1460.94
     16847706       GR1. NOPP                                                            II-1                  238915.8         769.58
     16847712       GR5. 1YRHARD/2YRSOFT                                                 II-1                 361001.14        1159.92
     16847719       GR5. 1YRHARD/2YRSOFT                                                 II-1                1005016.66        4166.67
     16847727       GR5. 1YRHARD/2YRSOFT                                                 II-1                 421302.98        1746.67
     16845756       GR1. NOPP                                                            II-2                    340850        1133.33
     16845772       GR3. 3YR HARD                                                           I                 331208.83        1067.84
     16845787       GR5. 1YRHARD/2YRSOFT                                                 II-1                    368920           1265
     16845788       GR1. NOPP                                                            II-1                 147737.36         581.88
     16845789       GR3. 3YR HARD                                                           I                 463213.42        1173.25
     16845796       GR5. 1YRHARD/2YRSOFT                                                 II-1                  182510.7         624.25
     16845810       GR5. 1YRHARD/2YRSOFT                                                 II-2                 270173.75         954.48
     16845825       GR1. NOPP                                                            II-1                    344860           1075
     16845830       GR1. NOPP                                                            II-1                 452155.48        1265.34
     16847607       GR1. NOPP                                                            II-1                    505260           1680
     16846012       GR1. NOPP                                                            II-1                    457140         1757.5
     16846072       GR5. 1YRHARD/2YRSOFT                                                 II-1                 350627.98         1522.5
     16846099       GR3. 1YRHARD                                                         II-1                    214936         848.67
     16846160       GR5. 1YRHARD/2YRSOFT                                                 II-2                    372930         1317.5
     16846177       GR3. 3YR HARD                                                           I                 533459.57        1345.19
     16846179       GR5. 1YRHARD/2YRSOFT                                                 II-2                  95716.96         356.25
     16846193       GR5. 1YRHARD/2YRSOFT                                                 II-1                    761900           3325
     16846209       GR3. 3YR HARD                                                           I                  494575.1        1494.44
     16846248       GR3. 3YR HARD                                                           I                 235540.39         869.34
     16846262       GR3. 3YR HARD                                                           I                 340534.12        1093.57
     16846284       GR5. 1YRHARD/2YRSOFT                                                 II-1                 255587.38         849.83
     16847470       GR5. 1YRHARD/2YRSOFT                                                 II-2                 139996.99         466.67
     16847472       GR5. 1YRHARD/2YRSOFT                                                 II-2                    323206         940.33
     16847479       GR1. NOPP                                                               I                 648299.12        1642.05
     16847493       GR5. 1YRHARD/2YRSOFT                                                 II-1                    501250        1718.75
     16847515       GR3. 3YR HARD                                                           I                 240347.32         887.09
     16847533       GR3. 3YR HARD                                                           I                 211574.85         680.27
     16847541       GR3. 3YR HARD                                                           I                 496379.99        1498.99
     16847542       GR3. 3YR HARD                                                           I                 217505.79         702.46
     16847547       GR5. 1YRHARD/2YRSOFT                                                 II-2                    348870         1522.5
     16847572       GR2. 1YR/Other                                                          I                 299407.57          961.7
     16847590       GR3. 3YR HARD                                                           I                 409204.23        1031.65
     16844845       GR1. NOPP                                                            II-1                    477190        1933.75
     16844849       GR3. 3YR HARD                                                           I                    264736         799.46
     16844857       GR3. 3YR HARD                                                           I                 573569.31        1446.34
     16844891       GR5. 1YRHARD/2YRSOFT                                                 II-2                    340850         1487.5
     16844892       GR3. 3YR HARD                                                           I                 376821.88         950.74
     16845563       GR3. 3YR HARD                                                           I                 576904.85        1852.64
     16845694       GR5. 1YRHARD/2YRSOFT                                                 II-1                    348870         1232.5
     16845713       GR1. NOPP                                                            II-2                    178044            481
     16845714       GR1. NOPP                                                            II-1                 368177.75        1183.17
     16840068       GR3. 3YR HARD                                                           I                 645455.78        2084.22
     16840135       GR1. NOPP                                                               I                 646901.49        1638.51
     16840140       GR1. NOPP                                                            II-1                    529320           2255
     16840161       GR5. 1YRHARD/2YRSOFT                                                 II-1                    445110        1526.25
     16840174       GR5. 1YRHARD/2YRSOFT                                                 II-2                    249422            933
     16840188       GR5. 1YRHARD/2YRSOFT                                                 II-1                    421050        1443.75
     16840193       GR5. 1YRHARD/2YRSOFT                                                 II-1                    296740        1140.83
     16840200       GR1. NOPP                                                            II-2                    186465         523.13
     16840237       GR1. NOPP                                                            II-1                    448318        1723.58
     16840254       GR2. 1YR/Other                                                          I                 268014.82         860.87
     16840263       GR3. 3YR HARD                                                           I                  392419.9         989.93
     16840275       GR3. 3YR HARD                                                           I                 335199.29        1080.71
     16840293       GR3. 3YR HARD                                                           I                 380549.94        1404.55
     16840300       GR1. NOPP                                                            II-1                1461290.45        4543.75
     16840307       GR5. 1YRHARD/2YRSOFT                                                 II-1                 221829.19         945.03
     16844273       GR3. 3YR HARD                                                           I                 421239.63           1062
     16844318       GR3. 1YRHARD                                                         II-1                    505260           1470
     16844429       GR3. 3YR HARD                                                           I                 344872.25         869.82
     16844454       GR1. NOPP                                                            II-1                    978440        2846.67
     16844468       GR3. 3YR HARD                                                           I                 516009.33        1657.09
     16844552       GR5. 1YRHARD/2YRSOFT                                                 II-1                    681700        2904.17
     16844558       GR1. NOPP                                                            II-1                  335212.3        1007.57
     16844587       GR3. 3YR HARD                                                           I                 499152.39        1264.28
     16844603       GR5. 1YRHARD/2YRSOFT                                                 II-1                    368920        1456.67
     16844624       GR2. 1YR/Other                                                          I                 215485.26         694.74
     16844634       GR1. NOPP                                                               I                 192662.26         618.83
     16844657       GR3. 3YR HARD                                                           I                  264779.2         667.54
     16844729       GR2. 1YR/Other                                                          I                 558665.49        1801.18
     16844742       GR5. 1YRHARD/2YRSOFT                                                 II-1                 217083.32          787.5
     16844746       GR3. 3YR HARD                                                           I                 294061.23         944.33
     16844788       GR3. 3YR HARD                                                           I                 651021.09        2090.66
     16839986       GR1. NOPP                                                            II-1                 307362.92         895.42
     16838876       GR1. NOPP                                                            II-2                  96380.97         349.64
     16838975       GR5. 1YRHARD/2YRSOFT                                                 II-2                    304760           1140
     16838981       GR3. 3YR HARD                                                           I                 205251.45         519.88
     16839031       GR3. 3YR HARD                                                           I                 383762.15        1232.52
     16839046       GR2. SOFTPP/OTHER                                                    II-2                    348870         1232.5
     16839076       GR3. 3YR HARD                                                           I                 537247.59        1355.31
     16839095       GR1. NOPP                                                               I                 179964.98         578.05
     16839101       GR5. 1YRHARD/2YRSOFT                                                 II-2                 289471.87        1142.97
     16839112       GR1. NOPP                                                            II-2                  223557.5         743.33
     16839117       GR3. 3YR HARD                                                           I                 423612.16        1563.49
     16839154       GR3. 3YR HARD                                                           I                 744325.62         2747.2
     16839166       GR1. NOPP                                                            II-2                    172430         609.17
     16839190       GR5. 1YRHARD/2YRSOFT                                                 II-1                    801198        3413.25
     16839191       GR2. 1YR/Other                                                          I                 592806.93        1904.11
     16839200       GR3. 3YR HARD                                                           I                 514770.34        1659.66
     16839212       GR3. 3YR HARD                                                           I                 632125.97        2030.19
     16839245       GR3. 3YR HARD                                                           I                 328224.31        1211.43
     16839303       GR5. 1YRHARD/2YRSOFT                                                 II-1                    328820        1059.17
     16839316       GR3. 3YR HARD                                                           I                 400628.36        1286.56
     16839334       GR2. 1YR/Other                                                          I                 328150.11          823.8
     16839672       GR3. 3YR HARD                                                           I                 520762.83        1672.53
     16839705       GR3. 3YR HARD                                                           I                 180260.48         665.32
     16839710       GR3. 3YR HARD                                                           I                  360453.3         1157.9
     16839722       GR2. 1YR/Other                                                          I                 439318.76         1621.8
     16839724       GR5. 1YRHARD/2YRSOFT                                                 II-2                 365825.31        1213.33
     16839767       GR3. 3YR HARD                                                           I                 456384.62        1466.68
     16839784       GR1. NOPP                                                            II-2                 375473.84           1401
     16839789       GR1. NOPP                                                            II-1                 368639.83        1413.71
     16839818       GR3. 3YR HARD                                                           I                 490968.31           1577
     16839847       GR2. 1YR/Other                                                          I                 452616.12        1453.81
     16839893       GR3. 3YR HARD                                                           I                1381064.25        3481.83
     16839901       GR5. 1YRHARD/2YRSOFT                                                 II-1                    465160        1981.67
     16838762       GR2. 1YR/Other                                                          I                 624785.72        2007.03
     16838791       GR3. 3YR HARD                                                           I                 247496.67         916.66
     16838852       GR2. 1YR/Other                                                          I                 624850.56        2007.03
     16838869       GR1. NOPP                                                            II-2                 227133.06         659.17
     16838599       GR3. 3YR HARD                                                           I                 238845.14         881.55
     16838628       GR2. 1YR/Other                                                          I                 212288.97         681.88
     16835990       GR1. NOPP                                                               I                  438196.5        1407.49
     16835835       GR3. 1YRHARD                                                         II-2                 247987.66         951.02
     16835844       GR3. 3YR HARD                                                           I                 530113.94        1340.14
     16835891       GR3. 3YR HARD                                                           I                  596812.4        1916.97
     16835894       GR1. NOPP                                                            II-1                 524357.63        2124.89
     16835920       GR3. 3YR HARD                                                           I                 445310.48        1122.68
     16835328       GR3. 3YR HARD                                                           I                 270919.51         999.92
     16835339       GR3. 3YR HARD                                                           I                 208570.66         525.94
     16835457       GR3. 3YR HARD                                                           I                 457298.48        1153.02
     16835496       GR3. 3YR HARD                                                           I                 492571.45        1582.47
     16835503       GR3. 3YR HARD                                                           I                 480754.04        1543.87
     16835532       GR3. 3YR HARD                                                           I                 300434.15        1108.86
     16835545       GR1. NOPP                                                            II-1                 490723.75        2090.57
     16835579       GR3. 3YR HARD                                                           I                 215485.26         694.74
     16835612       GR5. 1YRHARD/2YRSOFT                                                 II-1                    304760        1266.67
     16835689       GR1. NOPP                                                            II-1                 567833.98         2177.6
     16835721       GR3. 3YR HARD                                                           I                 493452.16        1244.05
     16835727       GR3. 3YR HARD                                                           I                 452710.06        1453.81
     16835761       GR2. 1YR/Other                                                          I                 308419.83         990.65
     16833136       GR1. NOPP                                                            II-1                  516287.5        1931.25
     16833176       GR2. 1YR/Other                                                          I                 265100.64         978.75
     16833244       GR3. 3YR HARD                                                           I                  325142.6        1044.36
     16833263       GR2. SOFTPP/OTHER                                                    II-1                    651625        2776.04
     16833330       GR3. 3YR HARD                                                           I                 315929.72          796.5
     16833355       GR2. 1YR/Other                                                          I                 537470.54        1355.31
     16835175       GR5. 1YRHARD/2YRSOFT                                                 II-1                    184460         670.83
     16835219       GR3. 3YR HARD                                                           I                 356503.89        1145.04
     16835257       GR5. 1YRHARD/2YRSOFT                                                 II-1                 490447.76        1880.83
     16835285       GR5. 1YRHARD/2YRSOFT                                                 II-1                    537340        2289.17
     16835290       GR2. 1YR/Other                                                          I                 263558.75         846.56
     16835298       GR2. 1YR/Other                                                          I                 144196.29         463.16
     16826986       GR3. 3YR HARD                                                           I                 562497.13        2069.72
     16826994       GR3. 3YR HARD                                                           I                  499785.3        1254.17
     16827027       GR3. 3YR HARD                                                           I                 137830.45          442.9
     16827036       GR5. 1YRHARD/2YRSOFT                                                 II-1                    461150        1916.67
     16827049       GR1. NOPP                                                            II-1                    260650        1029.17
     16827051       GR3. 3YR HARD                                                           I                 881893.38        2843.29
     16832760       GR3. 3YR HARD                                                           I                 341649.82        1031.73
     16832805       GR3. 3YR HARD                                                           I                    698345        2246.33
     16832870       GR1. NOPP                                                            II-2                 225111.38         888.84
     16832911       GR2. 1YR/Other                                                          I                 474405.71           1752
     16832992       GR3. 3YR HARD                                                           I                 201350.53         745.74
     16833053       GR2. 1YR/Other                                                          I                 307166.18         988.08
     16833054       GR3. 3YR HARD                                                           I                 504791.75        1621.06
     16833079       GR1. NOPP                                                               I                  368501.6        1183.64
     16833095       GR3. 3YR HARD                                                           I                 224324.16         827.95
     16833103       GR3. 3YR HARD                                                           I                 501393.93        1514.13
     16833105       GR3. 3YR HARD                                                           I                 224244.06         827.65
     16826956       GR3. 3YR HARD                                                           I                 380596.95        1222.23
     16826713       GR3. 3YR HARD                                                           I                 516703.35        1659.66
     16826761       GR5. 1YRHARD/2YRSOFT                                                 II-1                 317585.26        1316.67
     16826763       GR3. 3YR HARD                                                           I                 400439.99         1211.3
     16826810       GR3. 3YR HARD                                                           I                 465328.59        1718.73
     16826827       GR3. 3YR HARD                                                           I                 255389.93          823.4
     16826828       GR3. 3YR HARD                                                           I                1002951.53        2528.56
     16826829       GR5. 1YRHARD/2YRSOFT                                                 II-2                    194084         705.83
     16826831       GR5. 1YRHARD/2YRSOFT                                                 II-2                    405010           1515
     16826668       GR1. NOPP                                                            II-1                 290905.29            960
     16826632       GR3. 3YR HARD                                                           I                 424666.07        1363.75
     16826529       GR3. 1YRHARD                                                         II-2                  187146.7          719.5
     16824236       GR3. 3YR HARD                                                           I                  402998.8        1487.72
     16824243       GR3. 3YR HARD                                                           I                 334514.67        1074.24
     16824303       GR1. NOPP                                                            II-1                  289602.2        1173.58
     16824385       GR3. 3YR HARD                                                           I                 502387.98        1613.34
     16824421       GR1. NOPP                                                            II-1                    481200           1700
     16823845       GR2. 1YR/Other                                                          I                 444605.21        1428.08
     16823942       GR3. 3YR HARD                                                           I                 117700.13         298.12
     16824032       GR3. 3YR HARD                                                           I                 455915.08         1464.1
     16824056       GR1. NOPP                                                            II-1                 265323.57            770
     16824096       GR5. 1YRHARD/2YRSOFT                                                 II-2                    409020           1530
     16824101       GR1. NOPP                                                            II-2                  283707.5         913.85
     16823716       GR2. 1YR/Other                                                          I                 456935.22        1153.02
     16823717       GR2. 1YR/Other                                                          I                 300327.68         964.76
     16823728       GR3. 3YR HARD                                                           I                 433275.06        1092.34
     16823793       GR1. NOPP                                                            II-2                 343368.59         961.88
     16823798       GR2. 1YR/Other                                                          I                 721098.37        1818.54
     16819521       GR5. 1YRHARD/2YRSOFT                                                 II-1                 395473.76        1516.61
     16819642       GR3. 3YR HARD                                                           I                 192261.71         617.55
     16819724       GR3. 3YR HARD                                                           I                  593747.3        1496.91
     16819847       GR3. 3YR HARD                                                           I                 215397.84         691.72
     16819863       GR3. 3YR HARD                                                           I                 432545.07        1596.46
     16814289       GR3. 3YR HARD                                                           I                 665043.08        2135.69
     16814305       GR3. 3YR HARD                                                           I                 409204.23        1031.65
     16819137       GR5. 1YRHARD/2YRSOFT                                                 II-1                 389946.27        1535.83
     16819152       GR1. NOPP                                                            II-1                    902250           3375
     16819175       GR3. 3YR HARD                                                           I                 560646.94        1801.18
     16819176       GR5. 1YRHARD/2YRSOFT                                                 II-1                    537340        1954.17
     16819237       GR5. 1YRHARD/2YRSOFT                                                 II-1                 313484.39        1137.21
     16819255       GR2. 1YR/Other                                                          I                 277758.08         892.17
     16819303       GR5. 1YRHARD/2YRSOFT                                                 II-1                 184923.06         766.67
     16819390       GR3. 3YR HARD                                                           I                 389145.19         981.08
     16819439       GR1. NOPP                                                            II-2                    264660            990
     16819450       GR3. 3YR HARD                                                           I                 763176.96        2460.54
     16813718       GR3. 3YR HARD                                                           I                 416591.08        1338.02
     16813778       GR2. 1YR/Other                                                          I                 244332.59          784.8
     16813783       GR3. 3YR HARD                                                           I                 147212.74         543.34
     16813873       GR1. NOPP                                                            II-1                    388970        1252.92
     16813905       GR5. 1YRHARD/2YRSOFT                                                 II-2                 110551.63         378.13
     16813925       GR3. 3YR HARD                                                           I                 370690.88         934.56
     16813938       GR3. 3YR HARD                                                           I                 435406.35        1320.32
     16813939       GR3. 3YR HARD                                                           I                 651918.51        1643.56
     16813947       GR3. 3YR HARD                                                           I                 360565.53         1157.9
     16813973       GR2. 1YR/Other                                                          I                 377773.79        1209.36
     16813984       GR3. 3YR HARD                                                           I                 288764.18         728.23
     16814061       GR3. 3YR HARD                                                           I                    410602        1510.82
     16814156       GR3. 3YR HARD                                                           I                 479803.38         1541.3
     16809784       GR3. 3YR HARD                                                           I                 507138.82        1284.51
     16809785       GR1. NOPP                                                            II-1                 641123.83        2143.33
     16809837       GR3. 3YR HARD                                                           I                 528829.44        1698.26
     16809851       GR3. 3YR HARD                                                           I                  464728.9        1492.41
     16809885       GR3. 1YRHARD                                                         II-1                 723611.62           2850
     16809900       GR3. 3YR HARD                                                           I                 556452.01        1403.35
     16809906       GR3. 3YR HARD                                                           I                 462325.13        1484.69
     16813530       GR3. 3YR HARD                                                           I                 945369.67        2394.48
     16813537       GR3. 3YR HARD                                                           I                 210303.91          776.2
     16813538       GR3. 3YR HARD                                                           I                 190258.97         611.12
     16813541       GR3. 3YR HARD                                                           I                 350513.45        1125.74
     16813569       GR5. 1YRHARD/2YRSOFT                                                 II-1                 373865.81           1395
     16813618       GR3. 3YR HARD                                                           I                 313251.72        1009.95
     16813676       GR5. 1YRHARD/2YRSOFT                                                 II-2                    204510            765
     16813717       GR1. NOPP                                                            II-2                    149974         483.08
     16809516       GR5. 1YRHARD/2YRSOFT                                                 II-2                 285424.51        1094.58
     16809646       GR1. NOPP                                                            II-1                 457440.75        1568.53
     16809659       GR2. SOFTPP/OTHER                                                    II-1                 378689.89           1413
     16809667       GR3. 3YR HARD                                                           I                    504687        1621.06
     16809675       GR3. 3YR HARD                                                           I                 248358.89         916.66
     16809757       GR3. 3YR HARD                                                           I                 473393.12        1193.48
     16809763       GR1. NOPP                                                            II-1                1005014.06           3125
     16807361       GR3. 3YR HARD                                                           I                 428118.68        1580.12
     16807364       GR3. 3YR HARD                                                           I                 501393.93        1514.13
     16809256       GR3. 3YR HARD                                                           I                  195282.2         720.76
     16809304       GR3. 3YR HARD                                                           I                1002951.53        2528.56
     16809329       GR5. 1YRHARD/2YRSOFT                                                 II-2                 271353.94            900
     16809332       GR3. 3YR HARD                                                           I                  344074.5        1111.59
     16809337       GR3. 3YR HARD                                                           I                 171597.05          518.2
     16809377       GR2. 1YR/Other                                                          I                 184000.47         591.01
     16809453       GR2. SOFTPP/OTHER                                                    II-1                 568706.93         2363.7
     16809468       GR5. 1YRHARD/2YRSOFT                                                 II-2                 201003.07         729.17
     16809488       GR3. 3YR HARD                                                           I                 339991.31        1254.86
     16807034       GR5. 1YRHARD/2YRSOFT                                                 II-2                 241203.94            975
     16807086       GR1. NOPP                                                            II-1                 450246.65           1540
     16807123       GR2. SOFTPP/OTHER                                                    II-1                   1964900        8166.67
     16807199       GR3. 3YR HARD                                                           I                 469137.97        1183.37
     16807235       GR3. 3YR HARD                                                           I                 601672.73        1816.95
     16807261       GR2. SOFTPP/OTHER                                                    II-1                 200876.41            625
     16807337       GR3. 3YR HARD                                                           I                 364571.81        1170.77
     16804162       GR3. 3YR HARD                                                           I                 275532.12         697.88
     16806845       GR3. 1YRHARD                                                         II-1                    822852           3249
     16806849       GR3. 3YR HARD                                                           I                 272427.29         874.86
     16806862       GR2. 1YR/Other                                                          I                  314628.3         793.46
     16806867       GR1. NOPP                                                            II-1                 528638.08        1917.71
     16806904       GR1. NOPP                                                               I                 266342.55          855.5
     16806906       GR2. 1YR/Other                                                          I                 376512.52        1209.36
     16806984       GR3. 3YR HARD                                                           I                 641888.97        1618.28
     16806997       GR3. 3YR HARD                                                           I                 264414.72         849.13
     16807008       GR3. 3YR HARD                                                           I                 303174.34         969.74
     16803464       GR3. 3YR HARD                                                           I                 378869.51         950.74
     16803490       GR3. 3YR HARD                                                           I                 331250.92        1063.98
     16803610       GR3. 3YR HARD                                                           I                 260300.37         836.26
     16803674       GR3. 3YR HARD                                                           I                  380049.2        1402.71
     16803678       GR3. 3YR HARD                                                           I                 403269.94        1017.11
     16803684       GR3. 3YR HARD                                                           I                 370943.38        1191.35
     16803781       GR3. 3YR HARD                                                           I                 620909.53        1994.17
     16803832       GR3. 3YR HARD                                                           I                 423864.81        1361.18
     16803887       GR1. NOPP                                                            II-2                 309545.14        1283.33
     16803900       GR3. 3YR HARD                                                           I                 237310.58         759.07
     16801684       GR1. NOPP                                                            II-1                1005015.88        3854.17
     16801838       GR3. 3YR HARD                                                           I                  691064.1         1735.6
     16801899       GR1. NOPP                                                               I                 530561.83        1333.06
     16801948       GR3. 3YR HARD                                                           I                 184247.16          680.1
     16802016       GR3. 3YR HARD                                                           I                 648451.01        2090.66
     16803277       GR3. 3YR HARD                                                           I                 228329.96         842.73
     16803296       GR3. 3YR HARD                                                           I                 239546.17         884.13
     16803391       GR1. NOPP                                                            II-2                    250625         755.21
     16803438       GR3. 3YR HARD                                                           I                 301352.57         964.92
     16801607       GR1. NOPP                                                            II-1                 322415.78           1300
     16851500       GR3. 3YR HARD                                                           I                 111465.94         413.98
     16798665       GR3. 3YR HARD                                                           I                 389145.19         981.08
     16798737       GR3. 3YR HARD                                                           I                 651020.45        2090.66
     16798764       GR2. 1YR/Other                                                          I                 429174.25        1082.22
     16798830       GR3. 3YR HARD                                                           I                 475906.61        1200.81
     16798904       GR5. 1YRHARD/2YRSOFT                                                 II-1                 392027.63        1344.23
     16384086       GR3. 3YR HARD                                                           I                 406772.02        1493.26
     16323454       GR3. 3YR HARD                                                           I                 195275.02         663.86
     16848778       GR5. 1YRHARD/2YRSOFT                                                 II-1                 397982.48        1773.75
     16848945       GR1. NOPP                                                            II-1                    429276        1341.49
     16848948       GR3. 1YRHARD                                                         II-2                    360900           1425
     16848913       GR3. 3YR HARD                                                           I                 274603.99         797.05
     16848764       GR5. 1YRHARD/2YRSOFT                                                 II-2                    280700        1195.83
     16848767       GR3. 3YR HARD                                                           I                 264967.06         854.27
     16848820       GR3. 3YR HARD                                                           I                 403315.13        1021.54
     16848746       GR3. 3YR HARD                                                           I                 399321.91        1011.42
     16848870       GR2. 1YR/Other                                                          I                 648451.01        2090.66
     16848757       GR3. 1YRHARD                                                         II-2                    308770        1219.17
     16847360       GR1. NOPP                                                            II-1                 492427.99        2097.84
     16847174       GR3. 3YR HARD                                                           I                 321592.89        1048.54
     16847388       GR5. 1YRHARD/2YRSOFT                                                 II-1                 361627.81        1427.88
     16847415       GR2. 1YR/Other                                                          I                 459066.42        1700.25
     16847289       GR1. NOPP                                                               I                 867776.41        2197.96
     16847157       GR3. 1YRHARD                                                         II-1                    352078        1390.17
     16847212       GR3. 3YR HARD                                                           I                 498010.37        1605.63
     16847221       GR3. 3YR HARD                                                           I                    786165        1991.25
     16847225       GR5. 1YRHARD/2YRSOFT                                                 II-1                 389721.87        1457.82
     16847233       GR3. 3YR HARD                                                           I                 367376.15         930.52
     16847145       GR3. 3YR HARD                                                           I                 446932.38        1440.95
     16847260       GR4. 1YRHARD/1YRSOFT                                                 II-1                 381743.97        1308.98
     16845494       GR3. 3YR HARD                                                           I                 232183.43         704.07
     16845503       GR5. 1YRHARD/2YRSOFT                                                 II-2                 356889.99        1483.34
     16845529       GR3. 3YR HARD                                                           I                 442941.92        1428.08
     16845535       GR1. NOPP                                                               I                 957712.26        3087.74
     16845453       GR2. 1YR/Other                                                          I                 166602.03         537.14
     16845462       GR5. 1YRHARD/2YRSOFT                                                 II-1                 239843.01           1025
     16843904       GR3. 3YR HARD                                                           I                 263552.46         667.54
     16843951       GR1. NOPP                                                            II-1                 469169.99        1755.01
     16843961       GR3. 1YRHARD                                                         II-2                 117543.12         390.84
     16843979       GR3. 3YR HARD                                                           I                 211640.61         536.06
     16843989       GR2. 1YR/Other                                                          I                 139571.24          450.3
     16844004       GR5. 1YRHARD/2YRSOFT                                                 II-1                 136656.93         481.67
     16843763       GR2. 1YR/Other                                                          I                 288362.64         926.32
     16843882       GR3. 3YR HARD                                                           I                 157180.34         582.16
     16843883       GR5. 1YRHARD/2YRSOFT                                                 II-1                    600000         2187.5
     16843898       GR3. 1YRHARD                                                         II-1                 615885.87        2431.81
     16843773       GR2. 1YR/Other                                                          I                 211494.79         681.88
     16839402       GR3. 3YR HARD                                                           I                 499152.39        1264.28
     16839405       GR3. 3YR HARD                                                           I                 291304.14         939.19
     16839593       GR1. NOPP                                                            II-1                 465159.99        1498.34
     16839415       GR5. 1YRHARD/2YRSOFT                                                 II-1                  360819.8        1537.16
     16839620       GR3. 3YR HARD                                                           I                 255389.93          823.4
     16839626       GR1. NOPP                                                               I                 554244.31        1680.69
     16843802       GR3. 3YR HARD                                                           I                 531098.13         1345.2
     16843810       GR2. 1YR/Other                                                          I                 434960.98        1402.35
     16843817       GR2. 1YR/Other                                                          I                 359387.72         910.28
     16843762       GR3. 1YRHARD                                                         II-2                    206916            817
     16843858       GR3. 3YR HARD                                                           I                 146050.86         442.89
     16839393       GR2. 1YR/Other                                                          I                 542849.93         1943.4
     16839378       GR2. SOFTPP/OTHER                                                    II-1                    434684        1851.83
     16839496       GR3. 3YR HARD                                                           I                 515436.19        1672.53
     16839501       GR5. 1YRHARD/2YRSOFT                                                 II-2                 200499.99         770.84
     16839380       GR1. NOPP                                                            II-1                    561400           2275
     16838554       GR5. 1YRHARD/2YRSOFT                                                 II-1                    424000        1766.67
     16838555       GR3. 1YRHARD                                                         II-1                 342453.99        1281.01
     16838302       GR5. 1YRHARD/2YRSOFT                                                 II-1                 432424.67        1658.83
     16838569       GR2. 1YR/Other                                                          I                 478856.13        1543.87
     16839454       GR3. 3YR HARD                                                           I                 388671.56        1253.11
     16838287       GR3. 3YR HARD                                                           I                 550684.55        1775.45
     16838540       GR2. 1YR/Other                                                          I                 319529.32        1031.82
     16838394       GR5. 1YRHARD/2YRSOFT                                                 II-1                  467766.5        1603.94
     16838259       GR3. 3YR HARD                                                           I                 326519.86        1375.48
     16838477       GR5. 1YRHARD/2YRSOFT                                                 II-2                 138281.84         833.37
     16834934       GR3. 3YR HARD                                                           I                 561546.43        1422.32
     16838321       GR3. 3YR HARD                                                           I                 594579.69        1916.98
     16838337       GR3. 3YR HARD                                                           I                  250907.9         760.85
     16838343       GR3. 3YR HARD                                                           I                 379355.81         960.86
     16838348       GR5. 1YRHARD/2YRSOFT                                                 II-1                    662452        3235.17
     16838226       GR3. 1YRHARD                                                         II-1                    372930         1627.5
     16835011       GR3. 3YR HARD                                                           I                 367376.15         930.52
     16835057       GR3. 3YR HARD                                                           I                 299491.43         758.57
     16834855       GR3. 1YRHARD                                                         II-1                    352078         1536.5
     16835072       GR2. 1YR/Other                                                          I                  518760.8        1672.53
     16835104       GR3. 3YR HARD                                                           I                  483636.7        1559.29
     16835112       GR2. 1YR/Other                                                          I                 277736.55         895.45
     16835115       GR3. 3YR HARD                                                           I                 598982.86        1517.14
     16835136       GR5. 1YRHARD/2YRSOFT                                                 II-1                 227366.99         874.13
     16832745       GR3. 3YR HARD                                                           I                 254652.79         772.21
     16832461       GR3. 3YR HARD                                                           I                 496727.63        1595.33
     16832650       GR5. 1YRHARD/2YRSOFT                                                 II-2                 135703.28         453.34
     16832673       GR5. 1YRHARD/2YRSOFT                                                 II-1                    296740         986.67
     16832685       GR3. 3YR HARD                                                           I                 323227.88        1042.12
     16825952       GR5. 1YRHARD/2YRSOFT                                                 II-1                    312780           1105
     16826185       GR1. NOPP                                                            II-2                 100249.99         437.51
     16832518       GR5. 1YRHARD/2YRSOFT                                                 II-2                    364000        1478.76
     16832451       GR5. 1YRHARD/2YRSOFT                                                 II-1                 419092.06        1780.94
     16832453       GR3. 3YR HARD                                                           I                 340968.16         859.71
     16832604       GR2. 1YR/Other                                                          I                 250302.08            807
     16832606       GR5. 1YRHARD/2YRSOFT                                                 II-2                    292730        1125.42
     16823618       GR3. 3YR HARD                                                           I                 470875.19        1518.14
     16826009       GR1. NOPP                                                               I                 253793.74         818.26
     16826066       GR5. 1YRHARD/2YRSOFT                                                 II-2                 280699.99        1050.01
     16826067       GR5. 1YRHARD/2YRSOFT                                                 II-1                    449120        1726.67
     16823489       GR3. 3YR HARD                                                           I                 335199.29        1080.71
     16823520       GR5. 1YRHARD/2YRSOFT                                                 II-2                    264660          962.5
     16823359       GR4. 1YRHARD/1YRSOFT                                                 II-2                 224559.99         723.34
     16823334       GR3. 3YR HARD                                                           I                 277949.54         892.87
     16818731       GR3. 3YR HARD                                                           I                 449086.71        1663.29
     16818738       GR3. 3YR HARD                                                           I                 496409.53        1251.64
     16823299       GR3. 3YR HARD                                                           I                 190679.32          612.4
     16798377       GR2. 1YR/Other                                                          I                 252253.37         810.24
     16798389       GR3. 3YR HARD                                                           I                 316657.59        1168.74
     16798391       GR3. 3YR HARD                                                           I                 520816.86        1672.53
     16798349       GR5. 1YRHARD/2YRSOFT                                                 II-2                 309545.21        1315.42
     16798209       GR3. 3YR HARD                                                           I                 380557.46        1222.23
     16791138       GR3. 3YR HARD                                                           I                 432171.11        1389.48
     16791159       GR3. 3YR HARD                                                           I                 409119.37        1031.65
     16798158       GR2. 1YR/Other                                                          I                 163309.46         524.92
     16798165       GR3. 3YR HARD                                                           I                 152238.79         488.89
     16791089       GR5. 1YRHARD/2YRSOFT                                                 II-1                 199344.86         743.81
     16790955       GR3. 3YR HARD                                                           I                 260381.43         836.26
     16790934       GR3. 3YR HARD                                                           I                 524509.68        1684.38
     16790938       GR5. 1YRHARD/2YRSOFT                                                 II-1                 279342.86        1123.48
     16790949       GR3. 3YR HARD                                                           I                 224305.34         720.47
     16790904       GR5. 1YRHARD/2YRSOFT                                                 II-1                 185858.78         785.83
     16790909       GR5. 1YRHARD/2YRSOFT                                                 II-1                 214141.63         905.42
     16694686       GR1. NOPP                                                            II-2                 356453.47        1246.67
     16694692       GR1. NOPP                                                            II-2                 127270.85         406.88
     16694714       GR1. NOPP                                                            II-1                 281346.44          697.5
     16694724       GR1. NOPP                                                            II-1                 552430.15        1769.58
     16694740       GR1. NOPP                                                            II-1                 341705.05        1168.75
     16694742       GR1. NOPP                                                            II-1                  163617.2         590.63
     16694743       GR1. NOPP                                                            II-2                 202016.94            625
     16694749       GR1. NOPP                                                            II-2                 101107.95         366.41
     16694667       GR1. NOPP                                                            II-1                 420572.51         1062.5
     16689231       GR5. 1YRHARD/2YRSOFT                                                 II-1                  185857.9         728.33
     16685324       GR3. 3YR HARD                                                           I                  303935.4         758.57
     16685329       GR3. 3YR HARD                                                           I                 473197.28        1492.41
     16685336       GR3. 3YR HARD                                                           I                 462781.52        1153.02
     16685338       GR2. 1YR/Other                                                          I                 609480.03        1517.14
     16686740       GR5. 1YRHARD/2YRSOFT                                                 II-1                 492557.74        1874.67
     16646036       GR3. 3YR HARD                                                           I                 259131.03          823.4
     17034243       GR3. 1YRHARD                                                         II-1                    167200         609.59
     17020960       GR3. 1YRHARD                                                         II-1                    465000        1743.76
     17020967       GR3. 1YRHARD                                                         II-1                    440000        1604.17
     17021006       GR2. SOFTPP/OTHER                                                    II-2                    112000         455.01
     17021819       GR5. 1YRHARD/2YRSOFT                                                 II-2                    368000        1418.34
     17021857       GR1. NOPP                                                            II-1                    284000        1124.17
     17027359       GR5. 1YRHARD/2YRSOFT                                                 II-2                    216000          922.5
     17027437       GR3. 1YRHARD                                                         II-2                    372600        1358.44
     17032793       GR4. 1YRHARD/1YRSOFT                                                 II-1                    799200        3246.76
     17032810       GR5. 1YRHARD/2YRSOFT                                                 II-1                    245511         869.52
     17014538       GR5. 1YRHARD/2YRSOFT                                                 II-2                    226500         731.41
     17014548       GR3. 1YRHARD                                                         II-2                     67900         240.48
     17014565       GR2. SOFTPP/OTHER                                                    II-2                    249920        1093.41
     17014578       GR2. SOFTPP/OTHER                                                    II-2                    307000         991.36
     17014628       GR5. 1YRHARD/2YRSOFT                                                 II-1                    234497         830.52
     17014649       GR3. 1YRHARD                                                         II-2                    510000        2284.38
     17014664       GR3. 1YRHARD                                                         II-1                    611530        2484.35
     17014666       GR3. 1YRHARD                                                         II-1                    420000        1531.25
     17016200       GR3. 1YRHARD                                                         II-1                    255600        1011.75
     17012556       GR5. 1YRHARD/2YRSOFT                                                 II-1                    241360         905.11
     17012570       GR3. 1YRHARD                                                         II-1                    300000        1312.51
     17012574       GR3. 1YRHARD                                                         II-2                    417000        1694.07
     17012592       GR5. 1YRHARD/2YRSOFT                                                 II-1                    465600        1891.51
     17013273       GR4. 1YRHARD/1YRSOFT                                                 II-2                    170800         533.76
     17013308       GR3. 1YRHARD                                                         II-2                    378000        1417.51
     17013310       GR1. NOPP                                                            II-2                    312000        1690.01
     17013349       GR5. 1YRHARD/2YRSOFT                                                 II-2                    335000         837.51
     17013386       GR3. 1YRHARD                                                         II-2                    380000        1543.76
     17013399       GR5. 1YRHARD/2YRSOFT                                                 II-1                    248000         955.84
     17013407       GR5. 1YRHARD/2YRSOFT                                                 II-1                    305200        1112.71
     17014510       GR5. 1YRHARD/2YRSOFT                                                 II-1                    296000        1171.67
     17014521       GR1. NOPP                                                            II-1                    266250         998.44
     17002965       GR5. 1YRHARD/2YRSOFT                                                 II-2                    289600         965.34
     17002993       GR5. 1YRHARD/2YRSOFT                                                 II-2                    360000        1350.01
     17002999       GR1. NOPP                                                               I                    232000         857.52
     17003001       GR1. NOPP                                                            II-2                    385000        1283.34
     17003008       GR5. 1YRHARD/2YRSOFT                                                 II-1                    304000        1203.34
     17003014       GR3. 1YRHARD                                                         II-1                    564000        2115.01
     17003023       GR3. 3YR HARD                                                           I                 249404.23          804.1
     17003024       GR3. 3YR HARD                                                           I                    428000        1376.62
     17003032       GR5. 1YRHARD/2YRSOFT                                                 II-1                    504000        2100.01
     17003042       GR3. 1YRHARD                                                         II-1                    489600        1989.01
     17003055       GR3. 1YRHARD                                                         II-2                    285000        1009.38
     17003061       GR1. NOPP                                                            II-2                    355000        1331.26
     17003066       GR5. 1YRHARD/2YRSOFT                                                 II-1                    313600        1208.67
     17003088       GR3. 1YRHARD                                                         II-1                    280000        1020.84
     17003090       GR5. 1YRHARD/2YRSOFT                                                 II-1                    574700        2095.27
     17003094       GR1. NOPP                                                            II-1                    268000         977.09
     17003097       GR3. 1YRHARD                                                         II-1                    247200         849.76
     17003103       GR5. 1YRHARD/2YRSOFT                                                 II-1                    500000        2083.34
     17003111       GR5. 1YRHARD/2YRSOFT                                                 II-1                    650000        2437.51
     17004450       GR1. NOPP                                                            II-2                    380000        1543.76
     17004452       GR1. NOPP                                                            II-2                    362000        1395.21
     17004456       GR2. 1YR/Other                                                          I                    483000        1553.52
     17004508       GR5. 1YRHARD/2YRSOFT                                                 II-2                    153600         576.01
     17004529       GR3. 3YR HARD                                                           I                    150000         535.87
     17004539       GR5. 1YRHARD/2YRSOFT                                                 II-2                 203707.99         825.51
     17004596       GR1. NOPP                                                               I                    255920         823.14
     17004602       GR5. 1YRHARD/2YRSOFT                                                 II-1                    356000        1260.84
     17004606       GR3. 1YRHARD                                                         II-1                    300000        1218.76
     17004611       GR2. SOFTPP/OTHER                                                    II-2                    416000        1430.01
     17008796       GR3. 1YRHARD                                                         II-1                    396000        1485.01
     17008830       GR3. 1YRHARD                                                         II-1                 545359.99        2153.34
     17008842       GR5. 1YRHARD/2YRSOFT                                                 II-1                    728536        2504.35
     17008858       GR1. NOPP                                                               I                    981000        3155.29
     17008870       GR2. SOFTPP/OTHER                                                    II-2                    272000         963.34
     17008876       GR4. 1YRHARD/1YRSOFT                                                 II-1                    530000        1987.51
     17008769       GR3. 3YR HARD                                                           I                 426632.38        1580.12
     17008889       GR3. 3YR HARD                                                           I                    524000        1324.97
     17008894       GR5. 1YRHARD/2YRSOFT                                                 II-1                    350400        1204.51
     17008899       GR3. 3YR HARD                                                           I                    313500         792.71
     17008924       GR5. 1YRHARD/2YRSOFT                                                 II-1                    452000        1695.01
     17008937       GR5. 1YRHARD/2YRSOFT                                                 II-2                 327918.14        1151.57
     17010841       GR5. 1YRHARD/2YRSOFT                                                 II-1                    312091        1137.84
     17010848       GR5. 1YRHARD/2YRSOFT                                                 II-1                    455200        2086.34
     17010765       GR5. 1YRHARD/2YRSOFT                                                 II-1                    437090        1862.08
     17010867       GR3. 1YRHARD                                                         II-1                    565600        2121.01
     17010874       GR5. 1YRHARD/2YRSOFT                                                 II-2                    408000           1615
     17010893       GR3. 3YR HARD                                                           I                    166700         595.53
     17010903       GR5. 1YRHARD/2YRSOFT                                                 II-1                    996000        4046.26
     17010923       GR3. 3YR HARD                                                           I                    256000         647.32
     17010925       GR5. 1YRHARD/2YRSOFT                                                 II-2                 208519.99         693.34
     17010929       GR3. 1YRHARD                                                         II-1                 169221.99         597.84
     17010938       GR5. 1YRHARD/2YRSOFT                                                 II-1                    438000        1688.13
     17012447       GR1. NOPP                                                            II-2                    230000         862.51
     17012477       GR3. 1YRHARD                                                         II-2                    209600         917.01
     17012491       GR5. 1YRHARD/2YRSOFT                                                 II-1                    448000        1633.34
     17012500       GR3. 1YRHARD                                                         II-1                    740000        2389.59
     17012515       GR5. 1YRHARD/2YRSOFT                                                 II-1                    380000        1504.17
     17012526       GR5. 1YRHARD/2YRSOFT                                                 II-1                    500000        2395.84
     17012403       GR5. 1YRHARD/2YRSOFT                                                 II-1                    362000        1470.63
     17012550       GR3. 1YRHARD                                                         II-1                    615072        2434.66
     16997867       GR3. 1YRHARD                                                         II-1                 477189.99        1785.01
     16997871       GR2. SOFTPP/OTHER                                                    II-2                 252629.99         971.26
     16997883       GR3. 1YRHARD                                                         II-2                    355200        1221.01
     16997887       GR3. 1YRHARD                                                         II-2                 360899.99        1237.51
     16997905       GR3. 1YRHARD                                                         II-2                    395000        1398.96
     16997907       GR5. 1YRHARD/2YRSOFT                                                 II-2                    308000        1251.26
     16997909       GR5. 1YRHARD/2YRSOFT                                                 II-2                    264000            880
     16997925       GR3. 1YRHARD                                                         II-1                 588567.75        2323.94
     16997928       GR5. 1YRHARD/2YRSOFT                                                 II-2                    352000        1466.67
     17001445       GR5. 1YRHARD/2YRSOFT                                                 II-1                    292800        1098.01
     17001457       GR5. 1YRHARD/2YRSOFT                                                 II-1                    192000            760
     17001481       GR1. NOPP                                                            II-2                    409000        1533.76
     17001482       GR3. 1YRHARD                                                         II-2                    296250        1080.08
     17001511       GR5. 1YRHARD/2YRSOFT                                                 II-1                    143840         569.37
     17001520       GR3. 3YR HARD                                                           I                    260000         657.43
     17001528       GR1. NOPP                                                            II-2                    196000         592.09
     17001340       GR3. 3YR HARD                                                           I                 325667.98         824.87
     17001536       GR5. 1YRHARD/2YRSOFT                                                 II-1                 276689.99        1063.76
     17001558       GR5. 1YRHARD/2YRSOFT                                                 II-1                    228800        1001.01
     17001559       GR3. 1YRHARD                                                         II-2                    388000        1455.01
     17001567       GR3. 1YRHARD                                                         II-1                    203200         783.17
     17001583       GR5. 1YRHARD/2YRSOFT                                                 II-2                 150374.99         531.26
     17001626       GR3. 3YR HARD                                                           I                 635232.58        2048.04
     17001631       GR2. SOFTPP/OTHER                                                    II-1                    881600        3857.01
     17001634       GR5. 1YRHARD/2YRSOFT                                                 II-1                    467000        1945.84
     16989945       GR1. NOPP                                                            II-1                 356889.99        1483.34
     16989987       GR3. 1YRHARD                                                         II-2                    284710        1035.42
     16989349       GR5. 1YRHARD/2YRSOFT                                                 II-1                    279898         1221.5
     16989350       GR1. NOPP                                                            II-2                    245700         793.41
     16990003       GR3. 1YRHARD                                                         II-2                 415673.21        1563.76
     16990011       GR1. NOPP                                                            II-1                  456137.5        1516.67
     16989358       GR3. 1YRHARD                                                         II-1                    592678        2340.17
     16990935       GR5. 1YRHARD/2YRSOFT                                                 II-2                 360599.25        1498.75
     16991053       GR2. SOFTPP/OTHER                                                    II-2                 228569.99         807.51
     16991054       GR5. 1YRHARD/2YRSOFT                                                 II-1                    415200        1557.01
     16991058       GR3. 1YRHARD                                                         II-1                    210124         829.67
     16991060       GR3. 1YRHARD                                                         II-1                    151200         567.01
     16991068       GR3. 3YR HARD                                                           I                 426860.98        1082.23
     16990958       GR3. 3YR HARD                                                           I                 471199.85        1193.48
     16994758       GR1. NOPP                                                            II-2                    328000        1332.51
     16994761       GR2. SOFTPP/OTHER                                                    II-1                 838340.62        3397.27
     16994763       GR3. 1YRHARD                                                         II-1                    712000        2892.51
     16994772       GR1. NOPP                                                               I                  371113.5         1196.5
     16994779       GR5. 1YRHARD/2YRSOFT                                                 II-2                    248000         981.67
     16994784       GR5. 1YRHARD/2YRSOFT                                                 II-2                    118800            396
     16994805       GR3. 1YRHARD                                                         II-1                 545359.99        2380.01
     16994807       GR1. NOPP                                                            II-1                    353600        1436.51
     16994823       GR3. 1YRHARD                                                         II-2                     68170         247.92
     16994824       GR3. 1YRHARD                                                         II-1                 641944.86        2801.51
     16994830       GR3. 1YRHARD                                                         II-2                    367500        1416.41
     16994530       GR2. SOFTPP/OTHER                                                    II-1                    576000           2760
     16994844       GR1. NOPP                                                            II-2                    240000         775.01
     16994538       GR5. 1YRHARD/2YRSOFT                                                 II-2                    264000         1127.5
     16994853       GR2. 1YR/Other                                                          I                 507080.18        1294.63
     16994861       GR5. 1YRHARD/2YRSOFT                                                 II-1                    344000        1325.84
     16994863       GR3. 1YRHARD                                                         II-1                 609519.99        2533.34
     16994551       GR3. 1YRHARD                                                         II-2                    280700          962.5
     16994880       GR1. NOPP                                                            II-2                    205600         835.26
     16994901       GR5. 1YRHARD/2YRSOFT                                                 II-2                    320000        1333.34
     16994903       GR5. 1YRHARD/2YRSOFT                                                 II-2                 365912.49        1368.76
     16994904       GR5. 1YRHARD/2YRSOFT                                                 II-1                    172000         716.67
     16994926       GR3. 3YR HARD                                                           I                 535091.36        1355.31
     16997749       GR3. 1YRHARD                                                         II-1                    580000        3020.84
     16997685       GR3. 3YR HARD                                                           I                 391335.47          991.2
     16997770       GR5. 1YRHARD/2YRSOFT                                                 II-2                    364000        1365.01
     16997776       GR5. 1YRHARD/2YRSOFT                                                 II-1                  228489.8         973.41
     16997790       GR1. NOPP                                                               I                  371113.5         1196.5
     16997803       GR1. NOPP                                                            II-2                    133600         542.76
     16997696       GR5. 1YRHARD/2YRSOFT                                                 II-2                    401000           1500
     16997708       GR5. 1YRHARD/2YRSOFT                                                 II-2                    364910        1516.67
     16694062       GR2. 1YR/Other                                                          I                 461046.19        1474.72
     16694084       GR2. 1YR/Other                                                          I                 345910.34        1106.44
     16693373       GR3. 3YR HARD                                                           I                 322052.88        1028.92
     16616158       GR3. 3YR HARD                                                           I                 559694.89         1671.6
     16597468       GR2. 1YR/Other                                                          I                 647557.45        2058.49
     16570632       GR3. 3YR HARD                                                           I                 413781.19        1312.29
     16808348       GR3. 1YRHARD                                                         II-1                 521299.99        2058.34
     16808202       GR3. 3YR HARD                                                           I                 371369.38         940.62
     16808224       GR3. 3YR HARD                                                           I                 497412.37        1254.17
     16812438       GR2. 1YR/Other                                                          I                 278498.22         705.47
     16812469       GR3. 3YR HARD                                                           I                 367123.03        1183.64
     16812485       GR3. 3YR HARD                                                           I                 190544.83         614.34
     16812492       GR2. 1YR/Other                                                          I                 498808.47         1608.2
     16812570       GR1. NOPP                                                               I                 498808.47         1608.2
     16812603       GR1. NOPP                                                               I                 255566.01         647.32
     16812605       GR2. 1YR/Other                                                          I                 957712.26        3087.74
     16806587       GR2. SOFTPP/OTHER                                                    II-2                    140000         408.34
     16806641       GR3. 3YR HARD                                                           I                 478856.13        1543.87
     16808343       GR3. 3YR HARD                                                           I                 586598.75        1891.25
     16803270       GR3. 3YR HARD                                                           I                 219444.43         707.61
     16802883       GR3. 3YR HARD                                                           I                 284386.57         913.46
     16802901       GR2. 1YR/Other                                                          I                 324441.64        1042.11
     16803206       GR3. 3YR HARD                                                           I                 446932.38        1440.95
     16803255       GR3. 1YRHARD                                                         II-2                    280000         991.67
     16797961       GR3. 3YR HARD                                                           I                 464366.86        1408.14
     16798039       GR3. 3YR HARD                                                           I                 171708.41         434.92
     16799260       GR1. NOPP                                                               I                 419986.81        1063.77
     16323874       GR3. 3YR HARD                                                           I                  656033.8        2068.79
     16833561       GR5. 1YRHARD/2YRSOFT                                                 II-2                 356671.36        1290.62
     16846246       GR3. 3YR HARD                                                           I                 561361.69        1415.99
     16963259       GR5. 1YRHARD/2YRSOFT                                                 II-1                    242204            906
     16965133       GR5. 1YRHARD/2YRSOFT                                                 II-1                    288720           1260
     16968253       GR5. 1YRHARD/2YRSOFT                                                 II-1                    501250         2187.5
     16968429       GR5. 1YRHARD/2YRSOFT                                                 II-1                 442207.34        1833.33
     16973798       GR2. SOFTPP/OTHER                                                    II-1                    360900         1312.5
     16980432       GR5. 1YRHARD/2YRSOFT                                                 II-1                 278942.02         1011.9
     16981148       GR5. 1YRHARD/2YRSOFT                                                 II-1                 286815.25         923.86
     16852798       GR3. 3YR HARD                                                           I                 639966.97        1613.77
     16691652       GR3. 3YR HARD                                                           I                 214325.92         783.59
     16714425       GR5. 1YRHARD/2YRSOFT                                                 II-2                  169697.4            735
     16707284       GR3. 3YR HARD                                                           I                 229045.36        1087.19
     16714453       GR5. 1YRHARD/2YRSOFT                                                 II-1                 183649.03         738.77
     16814844       GR3. 3YR HARD                                                           I                 297341.15        1094.07
     16814846       GR3. 3YR HARD                                                           I                  305377.4        1123.64
     16814873       GR1. NOPP                                                               I                 204902.96         754.02
     16784508       GR3. 3YR HARD                                                           I                 169100.17         508.75
     16814848       GR2. 1YR/Other                                                          I                 404211.71        1659.09
     16814845       GR3. 3YR HARD                                                           I                 166350.31         612.09
     16814868       GR1. NOPP                                                               I                  160708.2         591.39
     16814849       GR3. 3YR HARD                                                           I                  220794.7         813.16
     17010304       GR5. 1YRHARD/2YRSOFT                                                 II-2                 138645.75         590.66
     17010308       GR1. NOPP                                                            II-1                    433080           1620
     17010288       GR5. 1YRHARD/2YRSOFT                                                 II-1                 346564.25         1368.4
     17010293       GR5. 1YRHARD/2YRSOFT                                                 II-1                 448980.99        1913.33
     17010303       GR1. NOPP                                                            II-2                     91829         324.42
     17010269       GR5. 1YRHARD/2YRSOFT                                                 II-2                 200399.75         812.09
     17010284       GR5. 1YRHARD/2YRSOFT                                                 II-1                 157230.75         523.67
     17010309       GR4. 1YRHARD/1YRSOFT                                                 II-1                    288720           1260
     17010302       GR5. 1YRHARD/2YRSOFT                                                 II-1                    256640            960
     17010273       GR5. 1YRHARD/2YRSOFT                                                 II-1                    549370        2340.42
     16965781       GR1. NOPP                                                            II-2                 207032.95         665.21
     16965815       GR5. 1YRHARD/2YRSOFT                                                 II-1                    506126        1940.96
     16979991       GR5. 1YRHARD/2YRSOFT                                                 II-2                    103300          408.9
     16965765       GR5. 1YRHARD/2YRSOFT                                                 II-1                1145596.84        3693.36
     16966592       GR3. 3YR HARD                                                           I                 212415.13         884.71
     16965849       GR2. SOFTPP/OTHER                                                    II-2                 233081.28         871.87
     16966607       GR1. NOPP                                                               I                 274706.88         829.74
     16965841       GR5. 1YRHARD/2YRSOFT                                                 II-2                 241153.55            950
     17010229       GR1. NOPP                                                            II-2                 157893.76         442.96
     16965859       GR3. 1YRHARD                                                         II-2                  241203.5            800
     16979985       GR5. 1YRHARD/2YRSOFT                                                 II-2                 273364.46           1105
     16979978       GR3. 1YRHARD                                                         II-2                 216279.53         874.25
     16979975       GR1. NOPP                                                            II-1                 466663.75        1648.65
     16966593       GR3. 3YR HARD                                                           I                 142576.47         526.34
     16965861       GR5. 1YRHARD/2YRSOFT                                                 II-1                 319997.47           1393
     16979998       GR5. 1YRHARD/2YRSOFT                                                 II-2                 257283.66         826.67
     16966612       GR3. 3YR HARD                                                           I                 395615.48        1271.12
     16979988       GR1. NOPP                                                            II-2                 207435.49          881.5
     16966605       GR3. 3YR HARD                                                           I                 208158.81         991.83
     16965870       GR1. NOPP                                                            II-2                 331152.48        1166.98
     16965855       GR5. 1YRHARD/2YRSOFT                                                 II-1                    521300        2220.83
     17004265       GR2. 1YR/Other                                                          I                 147390.29         527.36
     16965852       GR5. 1YRHARD/2YRSOFT                                                 II-2                 151154.12            470
     17010236       GR3. 1YRHARD                                                         II-2                 230179.05         863.81
     16980001       GR5. 1YRHARD/2YRSOFT                                                 II-1                 356931.49         1405.8
     16979987       GR5. 1YRHARD/2YRSOFT                                                 II-2                    149573         652.75
     16979996       GR5. 1YRHARD/2YRSOFT                                                 II-2                 105854.24            407
     16979989       GR1. NOPP                                                            II-2                 207435.44            860
     17004252       GR2. 1YR/Other                                                          I                 268691.39         811.57
     16965869       GR1. NOPP                                                            II-1                 211053.74            880
     17010245       GR5. 1YRHARD/2YRSOFT                                                 II-1                    533330        2272.08
     16965863       GR5. 1YRHARD/2YRSOFT                                                 II-1                 402408.26         1501.5
     17004258       GR3. 3YR HARD                                                           I                 186330.64         687.86
     16965860       GR5. 1YRHARD/2YRSOFT                                                 II-1                 289444.73           1170
     16979963       GR5. 1YRHARD/2YRSOFT                                                 II-1                 213063.54         883.33
     16979970       GR2. SOFTPP/OTHER                                                    II-2                 172762.01            573
     16965768       GR5. 1YRHARD/2YRSOFT                                                 II-1                    183164         645.47
     16980007       GR5. 1YRHARD/2YRSOFT                                                 II-1                    471175        1909.38
     16979992       GR1. NOPP                                                            II-1                 341705.49        1345.83
     16979972       GR5. 1YRHARD/2YRSOFT                                                 II-1                 313564.47         1007.5
     16965836       GR5. 1YRHARD/2YRSOFT                                                 II-1                 127034.17            553
     16979959       GR5. 1YRHARD/2YRSOFT                                                 II-1                 506527.88           1890
     16979979       GR5. 1YRHARD/2YRSOFT                                                 II-1                 132963.54         482.34
     17010224       GR5. 1YRHARD/2YRSOFT                                                 II-2                  119297.5         471.04
     16979994       GR5. 1YRHARD/2YRSOFT                                                 II-2                    160400         683.33
     17004257       GR3. 3YR HARD                                                           I                 449036.66        1137.85
     16979986       GR1. NOPP                                                            II-2                    222154         784.83
     16979971       GR5. 1YRHARD/2YRSOFT                                                 II-1                 301504.69           1125
     17010240       GR5. 1YRHARD/2YRSOFT                                                 II-2                    405010        1472.92
     17004259       GR3. 3YR HARD                                                           I                 329086.65         834.42
     16979981       GR1. NOPP                                                            II-1                 1001497.5        3746.25
     16979974       GR5. 1YRHARD/2YRSOFT                                                 II-1                1491218.75        4803.39
     17004260       GR3. 3YR HARD                                                           I                  287415.5         1064.5
     16979984       GR5. 1YRHARD/2YRSOFT                                                 II-1                 232397.33         821.67
     16979990       GR5. 1YRHARD/2YRSOFT                                                 II-1                 236489.75         810.91
     16979969       GR2. SOFTPP/OTHER                                                    II-2                 152661.84          553.8
     16979961       GR1. NOPP                                                            II-1                 357785.56           1335
     16979976       GR5. 1YRHARD/2YRSOFT                                                 II-1                    661650         2887.5
     16980002       GR5. 1YRHARD/2YRSOFT                                                 II-2                    180450         768.75
     16979993       GR3. 1YRHARD                                                         II-2                 112981.75         375.67
     16965867       GR5. 1YRHARD/2YRSOFT                                                 II-2                 329645.13           1230
     16979983       GR5. 1YRHARD/2YRSOFT                                                 II-1                 196983.06            735
     17010235       GR5. 1YRHARD/2YRSOFT                                                 II-2                    228570         973.75
     16979960       GR5. 1YRHARD/2YRSOFT                                                 II-1                 485623.55           1812
     16980014       GR5. 1YRHARD/2YRSOFT                                                 II-2                    192480            840
     17004245       GR3. 3YR HARD                                                           I                 269851.22         999.45
     16980003       GR5. 1YRHARD/2YRSOFT                                                 II-2                    163608            663
     16979995       GR5. 1YRHARD/2YRSOFT                                                 II-2                    376940         1292.5
     17004244       GR1. NOPP                                                               I                 335905.62        1083.93
     17010230       GR1. NOPP                                                            II-2                    328820        1195.83
     16980010       GR5. 1YRHARD/2YRSOFT                                                 II-2                    246615         768.75
     16980013       GR5. 1YRHARD/2YRSOFT                                                 II-1                 239396.99         920.38
     16979968       GR5. 1YRHARD/2YRSOFT                                                 II-1                    591475        1905.21
     17010264       GR5. 1YRHARD/2YRSOFT                                                 II-2                  406012.5        1560.94
     16979982       GR5. 1YRHARD/2YRSOFT                                                 II-2                 146866.25         473.07
     17004267       GR3. 3YR HARD                                                           I                 376035.27        1392.73
     16979973       GR5. 1YRHARD/2YRSOFT                                                 II-2                 285143.55        1008.67
     17004254       GR1. NOPP                                                               I                 359768.35        1332.48
     16980011       GR1. NOPP                                                            II-2                    110165         343.75
     17010226       GR5. 1YRHARD/2YRSOFT                                                 II-2                    121102            453
     16979964       GR5. 1YRHARD/2YRSOFT                                                 II-2                 172862.73         662.92
     16980015       GR5. 1YRHARD/2YRSOFT                                                 II-2                 418086.39        1516.67
     17010233       GR5. 1YRHARD/2YRSOFT                                                 II-1                    589470         2327.5
     16980009       GR5. 1YRHARD/2YRSOFT                                                 II-1                    374935        1090.83
     16979999       GR5. 1YRHARD/2YRSOFT                                                 II-2                 330524.25        1236.38
     16979997       GR5. 1YRHARD/2YRSOFT                                                 II-1                 538111.14        2343.25
     16980004       GR5. 1YRHARD/2YRSOFT                                                 II-1                 592828.37        2587.16
     17010242       GR5. 1YRHARD/2YRSOFT                                                 II-1                  680697.5        2758.44
     17010249       GR1. NOPP                                                            II-2                    310775        1065.63
     17010257       GR2. SOFTPP/OTHER                                                    II-1                 327366.37        1190.55
     16980012       GR1. NOPP                                                            II-1                 150074.25         623.75
     17010260       GR5. 1YRHARD/2YRSOFT                                                 II-2                    212530         817.08
     17010259       GR5. 1YRHARD/2YRSOFT                                                 II-2                    174034         632.92
     17010258       GR5. 1YRHARD/2YRSOFT                                                 II-2                     99448         423.67
     17010268       GR2. SOFTPP/OTHER                                                    II-2                    132330            495
     17010285       GR5. 1YRHARD/2YRSOFT                                                 II-1                    501250        2031.25
     17010228       GR5. 1YRHARD/2YRSOFT                                                 II-2                    202104            882
     16979980       GR5. 1YRHARD/2YRSOFT                                                 II-1                 328421.36           1435
     17010263       GR1. NOPP                                                            II-2                    284710          887.5
     16980000       GR1. NOPP                                                            II-1                    324008        1178.33
     17010282       GR3. 1YRHARD                                                         II-2                    184460         498.33
     17010253       GR5. 1YRHARD/2YRSOFT                                                 II-1                    501250        1666.67
     17010251       GR5. 1YRHARD/2YRSOFT                                                 II-1                    138746          605.5
     17010255       GR5. 1YRHARD/2YRSOFT                                                 II-2                    258645        1021.25
     17010265       GR2. SOFTPP/OTHER                                                    II-2                  131327.5         450.31
     17010291       GR5. 1YRHARD/2YRSOFT                                                 II-2                    216540            900
     16980016       GR5. 1YRHARD/2YRSOFT                                                 II-1                    135939         480.25
     17010286       GR5. 1YRHARD/2YRSOFT                                                 II-1                    206916            731
     16980005       GR5. 1YRHARD/2YRSOFT                                                 II-1                 413029.65        1244.58
     17010241       GR5. 1YRHARD/2YRSOFT                                                 II-2                 248399.48         878.33
     17010262       GR1. NOPP                                                            II-2                    227367         779.63
     17010239       GR5. 1YRHARD/2YRSOFT                                                 II-2                 149170.25         527.71
     17010279       GR5. 1YRHARD/2YRSOFT                                                 II-2                 184359.75         804.56
     17010290       GR5. 1YRHARD/2YRSOFT                                                 II-1                    501250        1979.17
     17010248       GR5. 1YRHARD/2YRSOFT                                                 II-1                    149172            651
     17010266       GR1. NOPP                                                            II-2                 296586.23        1140.83
     17010246       GR5. 1YRHARD/2YRSOFT                                                 II-1                    280700          962.5
     17010300       GR5. 1YRHARD/2YRSOFT                                                 II-2                    208520         823.33
     17010275       GR2. SOFTPP/OTHER                                                    II-1                 365411.25        1480.78
     17010301       GR3. 1YRHARD                                                         II-2                  260462.5          812.5
     17010267       GR5. 1YRHARD/2YRSOFT                                                 II-2                    144360            525
     17010280       GR5. 1YRHARD/2YRSOFT                                                 II-2                    409020         1657.5
     17010278       GR3. 1YRHARD                                                         II-2                 247116.25          898.7
     17010232       GR5. 1YRHARD/2YRSOFT                                                 II-2                    222956            973
     17010283       GR5. 1YRHARD/2YRSOFT                                                 II-1                 128219.75         492.95
     17010244       GR2. SOFTPP/OTHER                                                    II-2                    401000        1291.67
     17010277       GR5. 1YRHARD/2YRSOFT                                                 II-2                    308770        1058.75
     17010287       GR5. 1YRHARD/2YRSOFT                                                 II-2                 129823.75         485.63
     17010261       GR5. 1YRHARD/2YRSOFT                                                 II-2                    116290         459.17
     17010247       GR5. 1YRHARD/2YRSOFT                                                 II-1                 175863.33         623.33
     17010297       GR5. 1YRHARD/2YRSOFT                                                 II-1                    485210        1865.42
     17010225       GR5. 1YRHARD/2YRSOFT                                                 II-2                  179447.5         596.67
     17010299       GR5. 1YRHARD/2YRSOFT                                                 II-2                    232580           1015
     17010234       GR3. 1YRHARD                                                         II-2                    154385         545.42
     17010276       GR5. 1YRHARD/2YRSOFT                                                 II-2                 100350.25         344.09
     17010243       GR1. NOPP                                                            II-1                   1419540         5162.5
     17010238       GR5. 1YRHARD/2YRSOFT                                                 II-2                    132330            495
     17010281       GR5. 1YRHARD/2YRSOFT                                                 II-2                    164410         666.25
     17010237       GR5. 1YRHARD/2YRSOFT                                                 II-1                    306364           1337
     17010294       GR5. 1YRHARD/2YRSOFT                                                 II-1                    131528            574
     17010252       GR2. SOFTPP/OTHER                                                    II-2                    265462         1158.5
     17010298       GR5. 1YRHARD/2YRSOFT                                                 II-2                    118696            481
     17010292       GR5. 1YRHARD/2YRSOFT                                                 II-2                    102656            448
     17010272       GR5. 1YRHARD/2YRSOFT                                                 II-1                    401000        1416.67
     17010289       GR5. 1YRHARD/2YRSOFT                                                 II-1                 169873.62         653.09
     17010271       GR5. 1YRHARD/2YRSOFT                                                 II-2                    368920           1610
     17010306       GR5. 1YRHARD/2YRSOFT                                                 II-2                    240600            850
     17010295       GR5. 1YRHARD/2YRSOFT                                                 II-1                 294414.49           1288
     17010305       GR5. 1YRHARD/2YRSOFT                                                 II-2                    340850           1275
     17010296       GR5. 1YRHARD/2YRSOFT                                                 II-2                    266665         858.96
     16814894       GR3. 3YR HARD                                                           I                 221440.72         666.22
     16814897       GR3. 3YR HARD                                                           I                 317622.77        1016.38
     16814902       GR3. 3YR HARD                                                           I                 401525.32        1684.26
     16814912       GR3. 3YR HARD                                                           I                 265162.37          975.8
     16814896       GR1. NOPP                                                               I                 125157.99          595.1
     16814890       GR3. 3YR HARD                                                           I                 101099.71         480.65
     16692062       GR5. 1YRHARD/2YRSOFT                                                 II-1                 156735.61          630.5
     16663517       GR3. 3YR HARD                                                           I                 442351.52        1415.21
     16658266       GR3. 3YR HARD                                                           I                 242787.72         614.95
     16653468       GR3. 3YR HARD                                                           I                1303620.97        4173.27
     16653486       GR3. 3YR HARD                                                           I                 387430.62         1235.1
     16649538       GR3. 3YR HARD                                                           I                 226026.35          566.4
     16615788       GR1. NOPP                                                            II-1                 199887.89         979.17
     16612420       GR3. 3YR HARD                                                           I                 438162.26        1402.35
     16603717       GR3. 3YR HARD                                                           I                  466892.2        1718.74
     16605392       GR3. 3YR HARD                                                           I                 328364.08         882.73
     16599124       GR3. 3YR HARD                                                           I                 323147.58        1029.25
     16965721       GR5. 1YRHARD/2YRSOFT                                                 II-2                 154370.36            560
     16848697       GR3. 3YR HARD                                                           I                 490228.51        1582.47
     16965722       GR5. 1YRHARD/2YRSOFT                                                 II-1                 493664.06         1995.5
     16965724       GR5. 1YRHARD/2YRSOFT                                                 II-1                 431353.27        1833.04
     16848687       GR2. 1YR/Other                                                          I                 292361.87        1079.29
     16966564       GR3. 3YR HARD                                                           I                 144578.96         533.73
     16965708       GR3. 1YRHARD                                                         II-1                 699489.24         1957.5
     16965706       GR5. 1YRHARD/2YRSOFT                                                 II-1                 941697.93        2830.52
     16965738       GR1. NOPP                                                            II-2                 192862.98            560
     16965726       GR5. 1YRHARD/2YRSOFT                                                 II-2                 462307.19           1725
     16965729       GR5. 1YRHARD/2YRSOFT                                                 II-2                 194550.57            726
     16965723       GR5. 1YRHARD/2YRSOFT                                                 II-2                 343312.54         960.75
     16965740       GR5. 1YRHARD/2YRSOFT                                                 II-2                 265324.05          962.5
     16966567       GR3. 3YR HARD                                                           I                 300371.78        1108.86
     16979949       GR1. NOPP                                                            II-1                    272680         991.67
     16965741       GR5. 1YRHARD/2YRSOFT                                                 II-1                 217039.85         812.48
     16965709       GR1. NOPP                                                            II-1                 440195.81        1231.88
     16979952       GR5. 1YRHARD/2YRSOFT                                                 II-2                 241203.62            850
     16965720       GR5. 1YRHARD/2YRSOFT                                                 II-1                 190551.16            790
     16966569       GR3. 3YR HARD                                                           I                 224577.87         678.33
     16965730       GR5. 1YRHARD/2YRSOFT                                                 II-2                 305524.35         981.67
     16965715       GR5. 1YRHARD/2YRSOFT                                                 II-2                 207435.23            774
     16966563       GR3. 3YR HARD                                                           I                 264816.94         983.19
     17010214       GR5. 1YRHARD/2YRSOFT                                                 II-1                 542707.45        1631.25
     16965727       GR3. 1YRHARD                                                         II-1                 422103.12        1706.25
     16965728       GR5. 1YRHARD/2YRSOFT                                                 II-1                 353765.59        1356.67
     16966572       GR3. 3YR HARD                                                           I                 308381.69        1138.43
     16965725       GR3. 1YRHARD                                                         II-1                 494468.07        1998.75
     16965743       GR1. NOPP                                                            II-1                 214164.98          865.7
     16966568       GR3. 3YR HARD                                                           I                 389000.98        1174.96
     16979955       GR5. 1YRHARD/2YRSOFT                                                 II-2                 310046.92          996.2
     16966573       GR2. 1YR/Other                                                          I                 177441.53         569.95
     16966577       GR3. 3YR HARD                                                           I                 400498.45        1286.56
     16965714       GR5. 1YRHARD/2YRSOFT                                                 II-1                 249545.57        1008.72
     16965742       GR3. 1YRHARD                                                         II-1                 442206.65        1558.33
     16966574       GR3. 3YR HARD                                                           I                 135447.52         502.68
     16979951       GR5. 1YRHARD/2YRSOFT                                                 II-2                 402006.77        1708.33
     16965739       GR5. 1YRHARD/2YRSOFT                                                 II-2                 176882.84         696.67
     16966576       GR3. 3YR HARD                                                           I                 248807.97          804.1
     16979950       GR5. 1YRHARD/2YRSOFT                                                 II-2                  211527.5         659.38
     16979946       GR3. 1YRHARD                                                         II-1                  327233.5        1390.58
     17010211       GR3. 1YRHARD                                                         II-1                    453932        1886.67
     16979953       GR5. 1YRHARD/2YRSOFT                                                 II-2                 137843.75         544.27
     16965744       GR5. 1YRHARD/2YRSOFT                                                 II-1                 393965.51           1225
     17010208       GR5. 1YRHARD/2YRSOFT                                                 II-2                 284208.75         856.41
     17004234       GR1. NOPP                                                               I                 421616.75        1363.11
     16979956       GR1. NOPP                                                            II-2                 316580.07        1246.88
     16979948       GR5. 1YRHARD/2YRSOFT                                                 II-1                 276439.37        1005.34
     16979947       GR1. NOPP                                                            II-1                  449082.5           1400
     16965710       GR5. 1YRHARD/2YRSOFT                                                 II-1                 140595.55         542.67
     17004233       GR3. 3YR HARD                                                           I                    192157         709.67
     16979954       GR1. NOPP                                                            II-2                 340700.46        1341.88
     17004229       GR2. 1YR/Other                                                          I                 430382.71        1588.81
     17010217       GR5. 1YRHARD/2YRSOFT                                                 II-2                    217342         767.83
     17010218       GR1. NOPP                                                            II-2                  96390.37         390.61
     17010219       GR1. NOPP                                                            II-2                    144360            480
     17010210       GR5. 1YRHARD/2YRSOFT                                                 II-1                    553380         1782.5
     17010216       GR3. 1YRHARD                                                         II-1                  551954.3        1945.08
     17010221       GR1. NOPP                                                            II-2                  333832.5        1283.44
     17004236       GR3. 3YR HARD                                                           I                 135347.91         502.31
     17010212       GR5. 1YRHARD/2YRSOFT                                                 II-1                    401000        1458.33
     17010213       GR5. 1YRHARD/2YRSOFT                                                 II-2                    401000        1541.67
     17010220       GR5. 1YRHARD/2YRSOFT                                                 II-2                    224560         793.33
     17010209       GR5. 1YRHARD/2YRSOFT                                                 II-1                    308770        1251.25
     16814862       GR3. 3YR HARD                                                           I                 175993.83         647.57
     16814883       GR3. 3YR HARD                                                           I                 502265.44         1848.1
     16814843       GR3. 3YR HARD                                                           I                 281469.56        1035.67
     16814855       GR3. 3YR HARD                                                           I                 156706.81         576.61
     16814874       GR3. 3YR HARD                                                           I                 228335.58         686.96
     16814875       GR3. 3YR HARD                                                           I                 383293.75        1153.16
     16814885       GR3. 3YR HARD                                                           I                 394827.61          991.2
     16814863       GR3. 3YR HARD                                                           I                 184833.69          680.1
     16814847       GR3. 3YR HARD                                                           I                 266360.87         852.34
     16814860       GR3. 3YR HARD                                                           I                  142879.4          599.6
     16814859       GR3. 3YR HARD                                                           I                 124365.15         591.28
     16965733       GR5. 1YRHARD/2YRSOFT                                                 II-2                 177328.27            660
     16814866       GR1. NOPP                                                               I                 294075.71         738.34
     16814889       GR3. 3YR HARD                                                           I                 341436.05        1093.57
     16814870       GR3. 3YR HARD                                                           I                 268211.25        1125.09
     16814856       GR3. 3YR HARD                                                           I                  393776.1        1448.91
     16965716       GR3. 1YRHARD                                                         II-1                1005015.63           3750
     16814861       GR3. 3YR HARD                                                           I                 301359.26        1108.86
     16814871       GR3. 3YR HARD                                                           I                 191377.78          612.4
     16848677       GR3. 3YR HARD                                                           I                 361461.05        1330.63
     16814857       GR3. 3YR HARD                                                           I                 191257.73         703.76
     16965713       GR1. NOPP                                                            II-2                 212259.24            770
     16814858       GR3. 3YR HARD                                                           I                 174386.55         641.66
     16965731       GR1. NOPP                                                            II-1                 190438.22            711
     16848676       GR3. 3YR HARD                                                           I                 128158.63         473.11
     16848689       GR3. 3YR HARD                                                           I                 231486.51         854.56
     16966575       GR3. 3YR HARD                                                           I                  576039.5        1461.51
     16848680       GR3. 3YR HARD                                                           I                 220272.64         813.16
     16848693       GR3. 3YR HARD                                                           I                    186631         688.97
     16848688       GR3. 3YR HARD                                                           I                 328406.49        1212.35
     16965734       GR5. 1YRHARD/2YRSOFT                                                 II-2                  393625.3        1146.25
     16965736       GR5. 1YRHARD/2YRSOFT                                                 II-1                 164822.48         580.83
     16965737       GR5. 1YRHARD/2YRSOFT                                                 II-2                 112561.86         466.67
     16965712       GR5. 1YRHARD/2YRSOFT                                                 II-1                1733651.51        6289.06
     16848679       GR2. 1YR/Other                                                          I                 211457.63         780.64
     17010215       GR5. 1YRHARD/2YRSOFT                                                 II-2                 133801.73         428.83
     16814887       GR2. 1YR/Other                                                          I                 251116.44           1194
     16848681       GR1. NOPP                                                               I                 454705.24        1912.69
     16847043       GR5. 1YRHARD/2YRSOFT                                                 II-2                 402006.88           1750
     16814872       GR3. 3YR HARD                                                           I                 180928.42         665.32
     16848678       GR2. 1YR/Other                                                          I                 159820.87         588.06
     16848686       GR3. 3YR HARD                                                           I                 345470.25        1109.66
     16848691       GR3. 3YR HARD                                                           I                 268691.39         811.57
     16848694       GR3. 3YR HARD                                                           I                 272579.62        1008.32
     16848696       GR1. NOPP                                                               I                 153348.81         546.83
     16848682       GR1. NOPP                                                               I                 148922.53         549.99
     17021097       GR5. 1YRHARD/2YRSOFT                                                 II-2                    360900           1650
     17021115       GR1. NOPP                                                            II-2                    392980        1551.67
     17021144       GR5. 1YRHARD/2YRSOFT                                                 II-2                 373865.81           1395
     17021308       GR3. 3YR HARD                                                           I                 489887.07         1569.6
     16776830       GR1. NOPP                                                            II-2                 416058.43        1587.53
     16718154       GR1. NOPP                                                            II-1                 884413.75           3300
     16803699       GR3. 3YR HARD                                                           I                 448849.62        1440.95
     16978215       GR4. 1YRHARD/1YRSOFT                                                 II-2                 168871.12         631.69
     17014600       GR1. NOPP                                                            II-2                    319600        1131.92
     16971864       GR2. 1YR/Other                                                          I                    380000        1222.24
     16984338       GR2. SOFTPP/OTHER                                                    II-1                    226412         943.39
     16969040       GR2. SOFTPP/OTHER                                                    II-1                 535592.79        1942.94
     16984359       GR3. 1YRHARD                                                         II-1                    354659        1329.98
     16969052       GR1. NOPP                                                            II-1                 189193.86         568.67
     17014644       GR3. 1YRHARD                                                         II-1                    470000        1566.67
     16969064       GR1. NOPP                                                            II-1                 157489.97         587.64
     17014659       GR3. 1YRHARD                                                         II-1                    560000        2158.34
     16982776       GR5. 1YRHARD/2YRSOFT                                                 II-2                    416000        1386.67
     16978167       GR4. 1YRHARD/1YRSOFT                                                 II-2                 420913.07           1251
     16978171       GR5. 1YRHARD/2YRSOFT                                                 II-1                 503769.56        1354.17
     16978173       GR5. 1YRHARD/2YRSOFT                                                 II-1                 545448.29        1856.25
     16978341       GR1. NOPP                                                            II-1                  209043.6         916.93
     16978348       GR1. NOPP                                                            II-1                 337685.25           1260
     16851544       GR5. 1YRHARD/2YRSOFT                                                 II-1                    217500         838.29
     16978521       GR1. NOPP                                                            II-2                    340000        1204.17
     17008801       GR3. 3YR HARD                                                           I                    432000        1092.34
     17010307       GR5. 1YRHARD/2YRSOFT                                                 II-2                    159100         662.92
     16968060       GR3. 1YRHARD                                                         II-1                    452000        1600.84
     16971962       GR3. 3YR HARD                                                           I                 514826.19        1672.53
     16978038       GR4. 1YRHARD/1YRSOFT                                                 II-2                 342518.45        1204.17
     16978094       GR5. 1YRHARD/2YRSOFT                                                 II-1                 201551.54         719.67
     16994814       GR3. 1YRHARD                                                         II-1                    328000        1127.51
     16978295       GR5. 1YRHARD/2YRSOFT                                                 II-1                 505723.44        1719.27
     16978298       GR1. NOPP                                                            II-2                    321605        1197.33
     17008919       GR5. 1YRHARD/2YRSOFT                                                 II-1                    205000         768.76
     16978641       GR5. 1YRHARD/2YRSOFT                                                 II-1                    594000        2351.25
     16968853       GR1. NOPP                                                            II-2                 253263.74         866.25
     17010250       GR5. 1YRHARD/2YRSOFT                                                 II-1                 272629.88        1019.81
     16968858       GR1. NOPP                                                            II-1                 642405.99           2397
     17010254       GR5. 1YRHARD/2YRSOFT                                                 II-1                    461150        1916.67
     17010256       GR5. 1YRHARD/2YRSOFT                                                 II-1                    196490         796.25
     16968886       GR2. 1YR/Other                                                          I                 263370.87         849.13
     17001538       GR5. 1YRHARD/2YRSOFT                                                 II-1                    256000        1120.01
     16968890       GR5. 1YRHARD/2YRSOFT                                                 II-2                 261303.86         893.75
     16819199       GR5. 1YRHARD/2YRSOFT                                                 II-1                 196983.11         755.42
     16825945       GR1. NOPP                                                            II-1                    236590        1155.42
     16834865       GR2. SOFTPP/OTHER                                                    II-2                    388970        1172.08
     16823907       GR3. 3YR HARD                                                           I                 354839.21        1309.93
     16823776       GR1. NOPP                                                            II-2                 401705.66           1500
     16819341       GR2. 1YR/Other                                                          I                  340932.8         859.71
     16833152       GR2. 1YR/Other                                                          I                 540511.61        1736.85
     16836984       GR5. 1YRHARD/2YRSOFT                                                 II-1                 151155.11         579.67
     16814093       GR3. 3YR HARD                                                           I                 362596.79         910.28
     16814095       GR3. 3YR HARD                                                           I                 233148.18         704.07
     16803565       GR1. NOPP                                                            II-1                 653260.32        2505.21
     16838758       GR3. 3YR HARD                                                           I                 192618.48         711.52
     16721731       GR3. 3YR HARD                                                           I                 456521.21        1460.24
     16819650       GR3. 3YR HARD                                                           I                 469381.31        1183.37
     16802939       GR2. 1YR/Other                                                          I                 647581.51        2080.04
     16826720       GR3. 3YR HARD                                                           I                 439973.17        1328.65
     16772552       GR3. 3YR HARD                                                           I                 310448.63        1145.82
     16771666       GR5. 1YRHARD/2YRSOFT                                                 II-1                 234344.03           1015
     16832984       GR3. 3YR HARD                                                           I                 464632.47        1492.41
     16819635       GR3. 3YR HARD                                                           I                 360565.53         1157.9
     16835617       GR5. 1YRHARD/2YRSOFT                                                 II-1                 297484.39         1017.5
     16846025       GR3. 1YRHARD                                                         II-2                  417956.1        1513.02
     16853340       GR2. SOFTPP/OTHER                                                    II-1                    557390        2316.67
     16965468       GR5. 1YRHARD/2YRSOFT                                                 II-1                    409020           1785
     17013834       GR5. 1YRHARD/2YRSOFT                                                 II-1                    182455         663.54
     16980592       GR5. 1YRHARD/2YRSOFT                                                 II-1                 626455.19        2662.13
     16980624       GR5. 1YRHARD/2YRSOFT                                                 II-1                    613530         2677.5
     17002121       GR5. 1YRHARD/2YRSOFT                                                 II-2                    224560        1003.33
     17011010       GR1. NOPP                                                            II-1                 448468.38        1677.56
     16984830       GR5. 1YRHARD/2YRSOFT                                                 II-1                 676687.49        2671.88
     16991561       GR5. 1YRHARD/2YRSOFT                                                 II-1                  189015.8          703.5
     16991564       GR5. 1YRHARD/2YRSOFT                                                 II-1                 201005.61         748.13
     17016338       GR1. NOPP                                                            II-1                 320749.87        1266.47
     16857011       GR5. 1YRHARD/2YRSOFT                                                 II-2                    417040           1560
     16973945       GR1. NOPP                                                            II-1                    449120           1820
     16857358       GR5. 1YRHARD/2YRSOFT                                                 II-1                    360900           1425
     16803933       GR2. SOFTPP/OTHER                                                    II-1                 767832.93        3262.92
     17000139       GR2. SOFTPP/OTHER                                                    II-1                    421050         1487.5
     16968687       GR2. SOFTPP/OTHER                                                    II-1                    441100           1925
     17009274       GR5. 1YRHARD/2YRSOFT                                                 II-1                    429070         1872.5
     17002159       GR5. 1YRHARD/2YRSOFT                                                 II-2                    308770        1058.75
     17014988       GR5. 1YRHARD/2YRSOFT                                                 II-1                    505260           1890
     17015000       GR1. NOPP                                                            II-2                    304760           1045
     17015003       GR1. NOPP                                                            II-2                  185462.5         578.13
     16790801       GR5. 1YRHARD/2YRSOFT                                                 II-1                    501250        2135.42
     16823991       GR1. NOPP                                                            II-2                    212530         706.67
     16990068       GR5. 1YRHARD/2YRSOFT                                                 II-2                  305762.5          984.9
     16819404       GR3. 3YR HARD                                                           I                 285273.49        1053.42
     16856629       GR1. NOPP                                                            II-2                    340850        1452.08
     16991521       GR3. 1YRHARD                                                         II-1                    240600            850
     17011013       GR5. 1YRHARD/2YRSOFT                                                 II-1                    445110           1665
     16990390       GR1. NOPP                                                            II-1                    713780        2744.17
     16823830       GR3. 3YR HARD                                                           I                  452038.9        1663.29
     16808363       GR3. 1YRHARD                                                         II-2                    316000        1119.17
     16823822       GR5. 1YRHARD/2YRSOFT                                                 II-2                 256278.98         956.25
     16308297       GR3. 3YR HARD                                                           I                 265392.75         788.56
     16836779       GR1. NOPP                                                            II-1                 409448.05        1655.83
     16814042       GR1. NOPP                                                            II-2                 309544.26        1122.92
     16826969       GR2. 1YR/Other                                                          I                 506482.92        1621.06
     16790671       GR3. 3YR HARD                                                           I                 416567.04        1338.02
     16786226       GR3. 3YR HARD                                                           I                 601708.52        1517.14
     16838655       GR3. 3YR HARD                                                           I                 341003.52         859.71
     16835784       GR3. 3YR HARD                                                           I                 576785.14        1852.64
     16780431       GR3. 3YR HARD                                                           I                 393116.23          991.2
     16833526       GR3. 1YRHARD                                                         II-1                 397377.13        1561.17
     16833529       GR5. 1YRHARD/2YRSOFT                                                 II-2                 326420.07         1417.5
     16833547       GR3. 1YRHARD                                                         II-2                 232138.82            864
     16833555       GR3. 1YRHARD                                                         II-2                 258583.75        1013.33
     16833559       GR1. NOPP                                                            II-1                 875811.58        3440.78
     16833564       GR5. 1YRHARD/2YRSOFT                                                 II-1                 283624.26         1026.3
     16833573       GR5. 1YRHARD/2YRSOFT                                                 II-1                 411078.52           1445
     16833574       GR3. 1YRHARD                                                         II-1                 411079.81           1615
     16833578       GR1. NOPP                                                            II-2                 386898.34           1480
     16833586       GR5. 1YRHARD/2YRSOFT                                                 II-1                 607584.84           2250
     16833587       GR1. NOPP                                                            II-1                 412801.06        1792.44
     16836774       GR1. NOPP                                                            II-2                 377831.59        1601.56
     16836784       GR5. 1YRHARD/2YRSOFT                                                 II-1                 229719.64          712.5
     16836790       GR1. NOPP                                                            II-1                 536014.15        1884.17
     16836800       GR1. NOPP                                                            II-1                  474301.3         1917.5
     16836801       GR1. NOPP                                                            II-1                 705279.04        2114.58
     16836803       GR1. NOPP                                                            II-1                 604528.19           2250
     16836813       GR1. NOPP                                                            II-1                 261911.21         920.83
     16836819       GR1. NOPP                                                            II-1                 602917.04        2368.67
     16836823       GR1. NOPP                                                            II-2                 155162.36         593.54
     16836833       GR1. NOPP                                                            II-2                 302262.68          937.5
     16836841       GR1. NOPP                                                            II-1                 310322.13        1122.92
     16836848       GR1. NOPP                                                            II-1                  499743.3           1860
     16836899       GR1. NOPP                                                            II-1                 745583.61        2620.83
     16836909       GR1. NOPP                                                            II-1                 145086.65            525
     16836931       GR5. 1YRHARD/2YRSOFT                                                 II-2                 166244.74            550
     16836938       GR1. NOPP                                                            II-1                 648699.53        2749.94
     16836941       GR5. 1YRHARD/2YRSOFT                                                 II-2                 173294.39         612.71
     16836943       GR1. NOPP                                                            II-2                 362717.47           1425
     16836956       GR5. 1YRHARD/2YRSOFT                                                 II-1                 171686.81          745.5
     16836978       GR5. 1YRHARD/2YRSOFT                                                 II-1                 310324.22        1122.92
     16836983       GR1. NOPP                                                            II-1                    152380          617.5
     16845185       GR5. 1YRHARD/2YRSOFT                                                 II-1                 295072.51        1070.42
     16845196       GR5. 1YRHARD/2YRSOFT                                                 II-1                 265892.76         1127.5
     16845214       GR1. NOPP                                                            II-1                 545120.76           2147
     16845226       GR1. NOPP                                                            II-1                 192962.75            620
     16845271       GR1. NOPP                                                            II-1                 465522.75           1544
     16845280       GR5. 1YRHARD/2YRSOFT                                                 II-1                 186732.05         754.81
     16833474       GR1. NOPP                                                            II-2                 378834.72        1018.33
     16833477       GR5. 1YRHARD/2YRSOFT                                                 II-1                 286144.91        1272.08
     16833479       GR3. 1YRHARD                                                         II-1                 213560.83            795
     16833480       GR5. 1YRHARD/2YRSOFT                                                 II-2                 227303.13          916.5
     16833487       GR1. NOPP                                                            II-1                 944572.34           3125
     16833499       GR5. 1YRHARD/2YRSOFT                                                 II-2                 238383.33         958.75
     16642701       GR3. 3YR HARD                                                           I                 301365.77         955.27
     16814918       GR3. 3YR HARD                                                           I                 156455.69         575.68
     16814910       GR3. 3YR HARD                                                           I                 228335.31         840.51
     16814913       GR1. NOPP                                                               I                 490098.27         1569.6
     16814916       GR3. 3YR HARD                                                           I                 198595.75         730.74
     16814909       GR3. 3YR HARD                                                           I                  122954.6         452.41
     16814919       GR3. 3YR HARD                                                           I                 205022.12         755.87
     16814905       GR3. 3YR HARD                                                           I                 386444.45        1162.85
     16814921       GR3. 3YR HARD                                                           I                 139830.69         514.51
     16814920       GR1. NOPP                                                               I                 163844.82         779.63
     16848705       GR3. 3YR HARD                                                           I                  252649.9         763.12
     17010222       GR3. 1YRHARD                                                         II-2                    256640            960
     16848713       GR3. 3YR HARD                                                           I                 225379.94         680.75
     16848719       GR2. 1YR/Other                                                          I                 359388.02        1712.81
     16966583       GR3. 3YR HARD                                                           I                 280213.79        1335.15
     16965758       GR5. 1YRHARD/2YRSOFT                                                 II-1                 683411.69           2975
     16848714       GR3. 3YR HARD                                                           I                 480399.25        2021.11
     16848707       GR3. 3YR HARD                                                           I                  333047.9        1125.82
     16965753       GR5. 1YRHARD/2YRSOFT                                                 II-1                 142712.32         576.88
     16848718       GR3. 3YR HARD                                                           I                 157814.81         506.91
     16814922       GR3. 3YR HARD                                                           I                 157510.44         579.56
     16848737       GR3. 3YR HARD                                                           I                 120148.71         443.54
     16848736       GR3. 3YR HARD                                                           I                 388286.96        1247.96
     16848711       GR2. 1YR/Other                                                          I                 139559.11         421.53
     16848741       GR3. 3YR HARD                                                           I                 392226.02        1329.48
     16848710       GR1. NOPP                                                               I                    280347        1034.93
     16848727       GR2. 1YR/Other                                                          I                 163324.61          778.2
     16848732       GR3. 3YR HARD                                                           I                 235393.67         869.35
     16965788       GR1. NOPP                                                            II-2                    280700        1195.83
     16848729       GR3. 3YR HARD                                                           I                 366053.07        1351.33
     16965787       GR5. 1YRHARD/2YRSOFT                                                 II-2                 102109.62         391.58
     16848724       GR3. 3YR HARD                                                           I                 496676.08        1595.33
     16965764       GR5. 1YRHARD/2YRSOFT                                                 II-1                 418086.94        1733.33
     16965793       GR5. 1YRHARD/2YRSOFT                                                 II-2                 207435.06          709.5
     16848739       GR3. 3YR HARD                                                           I                 152392.12          460.3
     16965776       GR5. 1YRHARD/2YRSOFT                                                 II-1                    241204           1000
     16965812       GR1. NOPP                                                            II-1                 408639.35        1524.75
     16965782       GR5. 1YRHARD/2YRSOFT                                                 II-2                 172862.46         555.42
     16965772       GR5. 1YRHARD/2YRSOFT                                                 II-2                 209042.81         606.67
     16965745       GR1. NOPP                                                            II-2                 402006.46        1583.33
     16965777       GR5. 1YRHARD/2YRSOFT                                                 II-2                 329645.13           1230
     16965843       GR5. 1YRHARD/2YRSOFT                                                 II-2                 254268.55         790.63
     16965784       GR1. NOPP                                                            II-2                 359796.06        1528.96
     16965803       GR5. 1YRHARD/2YRSOFT                                                 II-1                  202611.1            735
     16848703       GR1. NOPP                                                               I                 245904.35         907.79
     16965800       GR5. 1YRHARD/2YRSOFT                                                 II-2                 184118.63         591.58
     16965748       GR1. NOPP                                                            II-2                 321604.84        1133.33
     16965746       GR1. NOPP                                                            II-1                 527214.75        1698.22
     16965808       GR3. 1YRHARD                                                         II-1                 224319.44          883.5
     16965818       GR5. 1YRHARD/2YRSOFT                                                 II-1                 130893.56         475.05
     16966580       GR3. 3YR HARD                                                           I                 248307.33         916.66
     16965757       GR5. 1YRHARD/2YRSOFT                                                 II-1                 130027.57         486.75
     16965819       GR5. 1YRHARD/2YRSOFT                                                 II-2                  154370.4            576
     16965823       GR5. 1YRHARD/2YRSOFT                                                 II-2                 336527.15            945
     16965771       GR5. 1YRHARD/2YRSOFT                                                 II-2                 217083.26            765
     16965817       GR5. 1YRHARD/2YRSOFT                                                 II-1                 270548.92         897.33
     16965821       GR5. 1YRHARD/2YRSOFT                                                 II-2                 273364.04            935
     16965747       GR5. 1YRHARD/2YRSOFT                                                 II-2                 393966.13           1470
     16966588       GR3. 3YR HARD                                                           I                 400417.51        1684.26
     16965749       GR5. 1YRHARD/2YRSOFT                                                 II-2                 144722.32            570
     16965786       GR5. 1YRHARD/2YRSOFT                                                 II-1                  450247.7           1960
     16965847       GR5. 1YRHARD/2YRSOFT                                                 II-1                 490448.01         1982.5
     16965816       GR5. 1YRHARD/2YRSOFT                                                 II-2                 249243.88            930
     16965814       GR1. NOPP                                                            II-2                 238439.53         716.69
     16965813       GR1. NOPP                                                            II-1                 618084.91        2434.38
     16965840       GR5. 1YRHARD/2YRSOFT                                                 II-2                 180902.58         581.25
     16979965       GR1. NOPP                                                            II-2                 265775.61         772.92
     16965801       GR5. 1YRHARD/2YRSOFT                                                 II-1                 160802.29         516.67
     16848721       GR3. 3YR HARD                                                           I                 316490.16           1168
     16965856       GR5. 1YRHARD/2YRSOFT                                                 II-2                 304722.11        1076.67
     16965832       GR1. NOPP                                                            II-1                 334468.76        1074.67
     16965827       GR5. 1YRHARD/2YRSOFT                                                 II-2                 281403.79         816.67
     16965833       GR1. NOPP                                                            II-2                 228094.72         756.67
     16965798       GR5. 1YRHARD/2YRSOFT                                                 II-1                 414066.76        1673.75
     16965791       GR5. 1YRHARD/2YRSOFT                                                 II-1                 798986.59           2650
     16965810       GR5. 1YRHARD/2YRSOFT                                                 II-2                  350046.4        1088.44
     16848734       GR3. 3YR HARD                                                           I                 208257.77         768.81
     16966586       GR3. 3YR HARD                                                           I                    183886          557.2
     16848742       GR3. 3YR HARD                                                           I                 269133.11         993.54
     16965811       GR5. 1YRHARD/2YRSOFT                                                 II-2                 147486.11         580.89
     16965752       GR1. NOPP                                                            II-2                 184922.63         594.17
     16979966       GR5. 1YRHARD/2YRSOFT                                                 II-1                 253263.87         918.75
     16966598       GR3. 3YR HARD                                                           I                 113842.94         343.86
     16965799       GR5. 1YRHARD/2YRSOFT                                                 II-1                 271655.65         985.47
     16965825       GR5. 1YRHARD/2YRSOFT                                                 II-2                 276379.01         916.67
     16965805       GR5. 1YRHARD/2YRSOFT                                                 II-1                 192963.05            740
     16965761       GR5. 1YRHARD/2YRSOFT                                                 II-1                 233163.93         990.83
     16965830       GR5. 1YRHARD/2YRSOFT                                                 II-2                 212962.86          816.7
     16965796       GR5. 1YRHARD/2YRSOFT                                                 II-2                 205023.03         701.25
     16965780       GR5. 1YRHARD/2YRSOFT                                                 II-1                 173515.62         521.55
     16965829       GR1. NOPP                                                            II-1                  577411.3        2216.15
     17010223       GR1. NOPP                                                            II-1                 469320.37        1901.86
     16965846       GR5. 1YRHARD/2YRSOFT                                                 II-1                 164822.74         683.33
     16965828       GR5. 1YRHARD/2YRSOFT                                                 II-2                 267537.22          837.5
     16965766       GR5. 1YRHARD/2YRSOFT                                                 II-1                  343819.8        1212.67
     16965751       GR5. 1YRHARD/2YRSOFT                                                 II-2                  241203.5            800
     16966610       GR3. 3YR HARD                                                           I                 214563.05        1022.34
     16966609       GR3. 3YR HARD                                                           I                 357692.83        1706.13
     16965854       GR5. 1YRHARD/2YRSOFT                                                 II-2                 190952.97          712.5
     16965783       GR5. 1YRHARD/2YRSOFT                                                 II-2                 267133.42         942.08
     16965759       GR5. 1YRHARD/2YRSOFT                                                 II-2                 192058.43         696.72
     16965789       GR1. NOPP                                                            II-2                 257029.95         986.67
     16966591       GR1. NOPP                                                               I                 106832.23         394.38
     16965851       GR5. 1YRHARD/2YRSOFT                                                 II-2                 277384.67        1178.75
     16966585       GR2. 1YR/Other                                                          I                 108133.01         399.19
     16965831       GR1. NOPP                                                            II-1                 265324.33         1072.5
     16965767       GR5. 1YRHARD/2YRSOFT                                                 II-2                 176822.09            660
     16965837       GR1. NOPP                                                            II-1                1204894.07           4125
     16965794       GR5. 1YRHARD/2YRSOFT                                                 II-2                 253259.82        1023.75
     16965844       GR5. 1YRHARD/2YRSOFT                                                 II-2                  239193.9         966.88
     16965774       GR5. 1YRHARD/2YRSOFT                                                 II-2                 186931.01          542.5
     16965820       GR1. NOPP                                                            II-2                 211454.79         591.75
     16966597       GR3. 3YR HARD                                                           I                 242550.21          895.4
     16965785       GR1. NOPP                                                            II-2                 204946.87         874.67
     16965838       GR4. 1YRHARD/1YRSOFT                                                 II-2                 169064.29         474.75
     16965806       GR5. 1YRHARD/2YRSOFT                                                 II-2                 225123.44         816.67
     16965858       GR5. 1YRHARD/2YRSOFT                                                 II-2                  245223.7         864.16
     16965778       GR1. NOPP                                                            II-1                  264972.7        1126.01
     16965857       GR5. 1YRHARD/2YRSOFT                                                 II-2                 129647.02         483.75
     16965756       GR5. 1YRHARD/2YRSOFT                                                 II-1                  591953.3        1840.62
     16965802       GR5. 1YRHARD/2YRSOFT                                                 II-2                 116581.81            435
     16966590       GR3. 3YR HARD                                                           I                 321998.54         1188.7
     16965845       GR1. NOPP                                                            II-1                 188302.24         567.92
     16965775       GR1. NOPP                                                            II-2                  92762.94         346.13
     16965835       GR5. 1YRHARD/2YRSOFT                                                 II-1                    334835        1008.96
     16965760       GR1. NOPP                                                            II-1                 442206.88           1650
     16966608       GR2. 1YR/Other                                                          I                 236292.46          872.3
     16965804       GR1. NOPP                                                            II-2                 180902.72          637.5
     16965842       GR5. 1YRHARD/2YRSOFT                                                 II-1                  188933.7         744.17
     16965826       GR1. NOPP                                                            II-1                 587933.68        2010.94
     16979977       GR5. 1YRHARD/2YRSOFT                                                 II-1                  163214.7         676.67
     16965834       GR5. 1YRHARD/2YRSOFT                                                 II-2                 213063.54         883.33
     16979962       GR5. 1YRHARD/2YRSOFT                                                 II-2                  122505.5          394.6
     16965850       GR5. 1YRHARD/2YRSOFT                                                 II-2                  129779.5         419.79
     16965807       GR5. 1YRHARD/2YRSOFT                                                 II-1                 249243.81         904.17
     16965865       GR5. 1YRHARD/2YRSOFT                                                 II-2                 192600.71            700
     16965770       GR1. NOPP                                                            II-1                 844213.13           3150
     16965763       GR5. 1YRHARD/2YRSOFT                                                 II-2                    337685           1162
     16965824       GR1. NOPP                                                            II-1                 351755.93        1494.79
     16979967       GR5. 1YRHARD/2YRSOFT                                                 II-1                 196983.01         714.58
     16966611       GR3. 3YR HARD                                                           I                  108077.7         399.19
     16965853       GR5. 1YRHARD/2YRSOFT                                                 II-2                 208692.78          800.7
     16965750       GR3. 1YRHARD                                                         II-2                    264660          962.5
     16965864       GR5. 1YRHARD/2YRSOFT                                                 II-1                 144441.02         629.56
     16966606       GR3. 3YR HARD                                                           I                 190635.95         703.76
     16661822       GR5. 1YRHARD/2YRSOFT                                                 II-1                    650000        2979.17
     16844003       GR5. 1YRHARD/2YRSOFT                                                 II-1                 614532.49        2490.32
     16845517       GR3. 3YR HARD                                                           I                 495159.16        1254.17
     16847170       GR3. 3YR HARD                                                           I                 545074.41        1380.59
     16848890       GR3. 3YR HARD                                                           I                 546694.08        1762.59
     16848966       GR3. 3YR HARD                                                           I                 236827.09         718.16
     16851525       GR4. 1YRHARD/1YRSOFT                                                 II-2                    136340         439.17
     16851627       GR4. 1YRHARD/1YRSOFT                                                 II-2                 263406.88          903.2
     16851837       GR5. 1YRHARD/2YRSOFT                                                 II-1                1225556.25        4584.38
     16856267       GR3. 3YR HARD                                                           1                 367376.15         930.52
     16965052       GR5. 1YRHARD/2YRSOFT                                                 II-2                 202103.99         882.01
     16968115       GR2. 1YR/Other                                                          I                 267545.67         677.66
     16967992       GR3. 3YR HARD                                                           I                 310458.39        1000.94
     16968157       GR2. SOFTPP/OTHER                                                    II-2                    392980        2041.67
     16971926       GR3. 1YRHARD                                                         II-1                 437089.99        1725.84
     16980272       GR3. 1YRHARD                                                         II-1                 545359.99        1870.01
     16980119       GR5. 1YRHARD/2YRSOFT                                                 II-2                 270674.99         871.88
     16982666       GR5. 1YRHARD/2YRSOFT                                                 II-2                 316789.99        1250.84
     16982590       GR3. 1YRHARD                                                         II-1                 425485.26         1872.5
     16984222       GR5. 1YRHARD/2YRSOFT                                                 II-1                    184800         750.76
     16984270       GR3. 1YRHARD                                                         II-1                    400000        1541.67
     16984323       GR5. 1YRHARD/2YRSOFT                                                 II-1                    272000        1020.01
     16990996       GR5. 1YRHARD/2YRSOFT                                                 II-2                 392979.99        1470.01
     16991028       GR1. NOPP                                                            II-2                    277500        1011.72
     16994829       GR5. 1YRHARD/2YRSOFT                                                 II-1                    811500           2705
     16997801       GR3. 1YRHARD                                                         II-1                    416900        1259.39
     16997808       GR5. 1YRHARD/2YRSOFT                                                 II-2                    160000         600.01
     16997838       GR3. 1YRHARD                                                         II-2                    225000         820.32
     16997891       GR5. 1YRHARD/2YRSOFT                                                 II-2                    336000        1085.01
     17001501       GR3. 1YRHARD                                                         II-2                    400000        1333.34
     17001510       GR5. 1YRHARD/2YRSOFT                                                 II-2                    165000         653.13
     17003018       GR2. SOFTPP/OTHER                                                    II-1                    635000        2050.53
     17003104       GR4. 1YRHARD/1YRSOFT                                                 II-2                    285000        1068.76
     17004503       GR5. 1YRHARD/2YRSOFT                                                 II-2                    250250         860.24
     17008831       GR1. NOPP                                                            II-1                    452000        1695.01
     17010882       GR1. NOPP                                                               I                    716000        2557.87
     17010901       GR5. 1YRHARD/2YRSOFT                                                 II-1                    404000        1683.34
     17013271       GR3. 1YRHARD                                                         II-2                    348000        1087.51
     17014509       GR5. 1YRHARD/2YRSOFT                                                 II-2                    272000         963.34
     17014517       GR3. 1YRHARD                                                         II-1                    374000        1402.51
     17014612       GR5. 1YRHARD/2YRSOFT                                                 II-1                    236000         885.01
     17014657       GR3. 1YRHARD                                                         II-1                    414750        1684.93
     17016087       GR5. 1YRHARD/2YRSOFT                                                 II-1                    183040         648.27
     17016131       GR5. 1YRHARD/2YRSOFT                                                 II-1                    436000        2043.76
     17020943       GR5. 1YRHARD/2YRSOFT                                                 II-2                    416000        1473.34
     17021789       GR5. 1YRHARD/2YRSOFT                                                 II-1                    223920         909.68
     17027360       GR4. 1YRHARD/1YRSOFT                                                 II-2                    206400         709.51
     16811571       GR3. 3YR HARD                                                           I                 285830.59         923.75
     16826192       GR3. 3YR HARD                                                           I                 514770.34        1659.66
     16834872       GR5. 1YRHARD/2YRSOFT                                                 II-1                  418082.6        1733.33
     16802896       GR3. 3YR HARD                                                           I                 173159.75         437.54
     16543470       GR3. 3YR HARD                                                           I                 159176.94         576.61
     16814892       GR3. 3YR HARD                                                           I                 349576.74        1286.28
     16848706       GR3. 3YR HARD                                                           I                 200932.44         957.49
     16814917       GR3. 3YR HARD                                                           I                 277171.76         936.06
     16848726       GR1. NOPP                                                               I                 304542.02        1120.69
     16848735       GR3. 3YR HARD                                                           I                 206999.93         987.06
     16848731       GR3. 3YR HARD                                                           I                  95993.31         457.53
     16965762       GR1. NOPP                                                            II-2                 120601.84          437.5
     16965769       GR1. NOPP                                                            II-2                 149747.06          450.1
     16965779       GR5. 1YRHARD/2YRSOFT                                                 II-2                 281253.95         933.33
     16966579       GR3. 3YR HARD                                                           I                 138571.53         511.55
     16965809       GR5. 1YRHARD/2YRSOFT                                                 II-1                 159314.17         679.92
     16965839       GR5. 1YRHARD/2YRSOFT                                                 II-2                 180902.81            675
     16965790       GR5. 1YRHARD/2YRSOFT                                                 II-1                 321605.41        1366.67
     16965773       GR5. 1YRHARD/2YRSOFT                                                 II-2                 222930.85         718.17
     16966601       GR3. 3YR HARD                                                           I                 324401.52        1197.57
     16965862       GR5. 1YRHARD/2YRSOFT                                                 II-2                 201259.98         794.83
     16965868       GR5. 1YRHARD/2YRSOFT                                                 II-1                 474267.25        1917.09
     16965822       GR1. NOPP                                                            II-1                 442207.56           1925
     17004263       GR2. 1YR/Other                                                          I                 319350.55        1182.78
     17004239       GR1. NOPP                                                               I                 359610.92        1515.83
     17010270       GR5. 1YRHARD/2YRSOFT                                                 II-2                    324810        1316.25
     17010231       GR5. 1YRHARD/2YRSOFT                                                 II-2                  416037.5        1426.56
     17010274       GR1. NOPP                                                            II-2                    312780           1365
     16612435       GR3. 3YR HARD                                                           I                 354280.73        1125.74
     16616757       GR2. 1YR/Other                                                          I                 515986.61        1633.93
     16650593       GR3. 3YR HARD                                                           I                  364859.3         1157.9
     16772819       GR3. 3YR HARD                                                           I                 623348.51        2002.21
     16772849       GR3. 3YR HARD                                                           I                  383084.9         1235.1
     16775655       GR3. 3YR HARD                                                           I                 365810.31        1170.77
     16764815       GR5. 1YRHARD/2YRSOFT                                                 II-1                 385040.11        1636.58
     16773029       GR2. 1YR/Other                                                          I                  399321.9        1011.43
     16772807       GR2. 1YR/Other                                                          I                 199523.39         643.28
     16772808       GR1. NOPP                                                            II-1                 237987.57         838.67
     16731208       GR3. 3YR HARD                                                           1                 452233.37        1461.53
     16730079       GR3. 3YR HARD                                                           1                    884703        2830.43
     16731291       GR1. NOPP                                                            II-2                 164409.99         871.26
     16603034       GR2. 1YR/Other                                                          I                 413448.58        1308.42
     16722803       GR3. 3YR HARD                                                           I                 502798.94        1621.06
     16722891       GR3. 3YR HARD                                                           I                  335430.4          849.6
     16713313       GR3. 3YR HARD                                                           I                 305561.16         977.78
     16713307       GR2. 1YR/Other                                                          I                 619163.38         1981.3
     16710476       GR3. 3YR HARD                                                           I                 589009.32        1884.81
     16709209       GR1. NOPP                                                               I                 217109.24         694.74
     16709149       GR3. 3YR HARD                                                           I                 210196.84         529.99
     16996710       GR5. 1YRHARD/2YRSOFT                                                 II-2                 146615.62         548.44
     16996715       GR5. 1YRHARD/2YRSOFT                                                 II-1                 462306.71        1533.33
     16996716       GR5. 1YRHARD/2YRSOFT                                                 II-2                 239593.13           1050
     16996727       GR5. 1YRHARD/2YRSOFT                                                 II-2                 152279.75         569.63
     16996728       GR5. 1YRHARD/2YRSOFT                                                 II-2                    150375         468.75
     16996731       GR5. 1YRHARD/2YRSOFT                                                 II-2                    264660            935
     16990909       GR1. NOPP                                                            II-1                 434165.74           1215
     16990910       GR3. 1YRHARD                                                         II-2                 246027.33         765.63
     16990912       GR4. 1YRHARD/1YRSOFT                                                 II-2                 374003.78        1701.33
     16990913       GR5. 1YRHARD/2YRSOFT                                                 II-2                 326630.25        1286.46
     16990914       GR5. 1YRHARD/2YRSOFT                                                 II-1                 623108.55        1872.92
     16990916       GR1. NOPP                                                            II-1                    421050        1723.75
     16990917       GR3. 1YRHARD                                                         II-1                    641600        1933.33
     16990918       GR3. 1YRHARD                                                         II-2                    228570            855
     16990919       GR3. 1YRHARD                                                         II-1                    521300        1928.33
     16990920       GR5. 1YRHARD/2YRSOFT                                                 II-1                    336820           1330
     16990921       GR3. 1YRHARD                                                         II-1                    785158        3054.48
     16674883       GR5. 1YRHARD/2YRSOFT                                                 II-2                    240600           1075
     16978242       GR5. 1YRHARD/2YRSOFT                                                 II-1                 247050.52          919.5
     16978243       GR5. 1YRHARD/2YRSOFT                                                 II-2                 502507.56        1770.83
     16978244       GR2. SOFTPP/OTHER                                                    II-1                 370777.29           1380
     16978245       GR2. SOFTPP/OTHER                                                    II-1                 381404.59         1377.5
     16978246       GR3. 1YRHARD                                                         II-1                 415110.25        1665.17
     16978247       GR4. 1YRHARD/1YRSOFT                                                 II-1                 361805.21           1185
     16978250       GR5. 1YRHARD/2YRSOFT                                                 II-2                 201907.54         711.52
     16978251       GR5. 1YRHARD/2YRSOFT                                                 II-1                  171857.7         652.65
     16978253       GR5. 1YRHARD/2YRSOFT                                                 II-2                 292591.46         1064.8
     16978254       GR2. SOFTPP/OTHER                                                    II-1                 115666.48         442.46
     16978255       GR2. SOFTPP/OTHER                                                    II-1                 349745.89        1486.25
     16978256       GR1. NOPP                                                            II-1                  470021.4        1846.56
     16978257       GR5. 1YRHARD/2YRSOFT                                                 II-1                  228430.9         831.31
     16978258       GR2. SOFTPP/OTHER                                                    II-2                 345725.55        1361.67
     16978259       GR2. SOFTPP/OTHER                                                    II-2                 241811.27            900
     16978260       GR5. 1YRHARD/2YRSOFT                                                 II-1                 241178.44            775
     16978261       GR5. 1YRHARD/2YRSOFT                                                 II-1                 911951.65        3591.79
     16978262       GR3. 1YRHARD                                                         II-1                 467835.26        1939.58
     16978263       GR4. 1YRHARD/1YRSOFT                                                 II-1                 362714.37         1012.5
     16978264       GR3. 1YRHARD                                                         II-2                 154521.16         576.56
     16978265       GR5. 1YRHARD/2YRSOFT                                                 II-1                 218435.57          731.7
     16978266       GR3. 1YRHARD                                                         II-1                 241203.85            940
     16978267       GR5. 1YRHARD/2YRSOFT                                                 II-1                  634365.2           2104
     16978268       GR2. SOFTPP/OTHER                                                    II-2                    212530            795
     16978269       GR3. 1YRHARD                                                         II-1                 312719.82           1196
     16978270       GR5. 1YRHARD/2YRSOFT                                                 II-1                 336267.54        1084.69
     16978271       GR4. 1YRHARD/1YRSOFT                                                 II-2                  294202.8         973.33
     16978272       GR5. 1YRHARD/2YRSOFT                                                 II-2                 178892.55         574.79
     16978273       GR1. NOPP                                                            II-1                 152341.53          623.7
     16978274       GR5. 1YRHARD/2YRSOFT                                                 II-1                 831222.88        2646.88
     16978275       GR1. NOPP                                                            II-1                 276369.45         937.19
     16978277       GR4. 1YRHARD/1YRSOFT                                                 II-1                 309517.47           1024
     16978278       GR4. 1YRHARD/1YRSOFT                                                 II-1                 597983.51         1916.4
     16978279       GR5. 1YRHARD/2YRSOFT                                                 II-2                 316579.09         849.98
     16978280       GR5. 1YRHARD/2YRSOFT                                                 II-1                 201003.21         783.33
     16978281       GR5. 1YRHARD/2YRSOFT                                                 II-1                 270022.59           1005
     16978282       GR5. 1YRHARD/2YRSOFT                                                 II-2                  222359.6         783.59
     16978283       GR5. 1YRHARD/2YRSOFT                                                 II-1                 177938.19         730.33
     16978286       GR5. 1YRHARD/2YRSOFT                                                 II-2                 263715.62         792.01
     16978287       GR5. 1YRHARD/2YRSOFT                                                 II-1                 582221.44        1924.91
     16978288       GR3. 1YRHARD                                                         II-1                 474367.13        1671.67
     16978289       GR5. 1YRHARD/2YRSOFT                                                 II-2                 273363.75         820.99
     16978291       GR3. 1YRHARD                                                         II-1                 604525.36           1875
     16978292       GR5. 1YRHARD/2YRSOFT                                                 II-1                 491752.66         1244.4
     16978293       GR5. 1YRHARD/2YRSOFT                                                 II-1                 158993.63         657.85
     16978294       GR5. 1YRHARD/2YRSOFT                                                 II-1                 184923.28            851
     16978296       GR2. SOFTPP/OTHER                                                    II-1                    511275        1423.75
     16978297       GR1. NOPP                                                            II-2                 341705.84         1487.5
     16978300       GR5. 1YRHARD/2YRSOFT                                                 II-1                 536892.87         1708.5
     16978301       GR1. NOPP                                                            II-2                   93844.3         380.55
     16978302       GR4. 1YRHARD/1YRSOFT                                                 II-1                 474368.11           2065
     16978303       GR5. 1YRHARD/2YRSOFT                                                 II-2                 305524.75           1140
     16978304       GR3. 1YRHARD                                                         II-1                 518522.66           1935
     16978305       GR5. 1YRHARD/2YRSOFT                                                 II-1                 431227.55        1266.17
     16978306       GR3. 1YRHARD                                                         II-1                 484014.88        1545.13
     16978307       GR3. 1YRHARD                                                         II-1                  273364.6        1161.67
     16978309       GR3. 1YRHARD                                                         II-1                 482406.75           1500
     16978310       GR4. 1YRHARD/1YRSOFT                                                 II-1                 376880.89        1421.88
     16978312       GR1. NOPP                                                            II-2                 253264.33         1102.5
     16978313       GR5. 1YRHARD/2YRSOFT                                                 II-2                 389939.47        1333.75
     16978315       GR3. 1YRHARD                                                         II-1                 498487.24        1653.33
     16978316       GR3. 1YRHARD                                                         II-1                 412232.04        1445.87
     16978317       GR1. NOPP                                                            II-2                 151757.68         692.08
     16978318       GR4. 1YRHARD/1YRSOFT                                                 II-2                    334835         939.38
     16978319       GR5. 1YRHARD/2YRSOFT                                                 II-2                 288439.18         956.67
     16978320       GR5. 1YRHARD/2YRSOFT                                                 II-1                 655269.44        2146.17
     16978321       GR5. 1YRHARD/2YRSOFT                                                 II-1                 518536.04        1225.38
     16978322       GR5. 1YRHARD/2YRSOFT                                                 II-1                 446227.63         1942.5
     16978323       GR1. NOPP                                                            II-1                 208375.92            845
     16978324       GR5. 1YRHARD/2YRSOFT                                                 II-2                 257284.26        1064.53
     16978325       GR5. 1YRHARD/2YRSOFT                                                 II-1                 205023.19            765
     16978328       GR1. NOPP                                                            II-2                 241203.93            970
     16978329       GR4. 1YRHARD/1YRSOFT                                                 II-2                 357785.01         1112.5
     16978330       GR3. 1YRHARD                                                         II-1                 365825.31        1213.33
     16978331       GR1. NOPP                                                            II-2                 351754.02         984.38
     16978332       GR5. 1YRHARD/2YRSOFT                                                 II-1                 286429.45        1068.75
     16978333       GR2. SOFTPP/OTHER                                                    II-1                 498487.36           1705
     16978334       GR5. 1YRHARD/2YRSOFT                                                 II-2                    292730        1003.75
     16978335       GR2. SOFTPP/OTHER                                                    II-2                 199394.51         723.33
     16978337       GR5. 1YRHARD/2YRSOFT                                                 II-1                 442206.88           1650
     16978338       GR5. 1YRHARD/2YRSOFT                                                 II-1                 406026.72        1679.97
     16978339       GR2. SOFTPP/OTHER                                                    II-1                 572859.49        2370.25
     16978340       GR4. 1YRHARD/1YRSOFT                                                 II-2                 150717.31         404.75
     16978342       GR5. 1YRHARD/2YRSOFT                                                 II-2                 293947.45        1288.86
     16978343       GR2. SOFTPP/OTHER                                                    II-2                    209847          678.6
     16978345       GR2. SOFTPP/OTHER                                                    II-1                 162059.11         739.06
     16978346       GR5. 1YRHARD/2YRSOFT                                                 II-1                 263314.09          982.5
     16978347       GR5. 1YRHARD/2YRSOFT                                                 II-2                 297280.68        1171.67
     16978349       GR1. NOPP                                                            II-1                 459793.88        1410.63
     16978350       GR2. SOFTPP/OTHER                                                    II-1                 889437.62        2839.38
     16978351       GR3. 1YRHARD                                                         II-2                 354769.78        1029.58
     16978352       GR3. 1YRHARD                                                         II-1                 558788.55        2027.08
     16978353       GR2. SOFTPP/OTHER                                                    II-1                 438593.75        1549.48
     16978354       GR4. 1YRHARD/1YRSOFT                                                 II-2                 346729.57         968.88
     16978355       GR5. 1YRHARD/2YRSOFT                                                 II-2                 524127.74        1847.33
     16978356       GR3. 1YRHARD                                                         II-1                 554768.11           1863
     16978359       GR3. 1YRHARD                                                         II-1                 186530.78         645.73
     16978360       GR5. 1YRHARD/2YRSOFT                                                 II-1                    352078         1097.5
     16978361       GR5. 1YRHARD/2YRSOFT                                                 II-1                 206631.42         856.67
     16978362       GR4. 1YRHARD/1YRSOFT                                                 II-1                    160400         486.67
     16978363       GR5. 1YRHARD/2YRSOFT                                                 II-1                 548693.68        1706.25
     16978364       GR1. NOPP                                                            II-1                 537582.05        1779.54
     16978365       GR3. 1YRHARD                                                         II-1                 545924.21        1923.83
     16978366       GR4. 1YRHARD/1YRSOFT                                                 II-1                 285424.36        1030.68
     16978367       GR5. 1YRHARD/2YRSOFT                                                 II-1                 452256.74        1871.25
     16978369       GR4. 1YRHARD/1YRSOFT                                                 II-1                 282207.95          877.5
     16978370       GR5. 1YRHARD/2YRSOFT                                                 II-1                 144621.78         551.62
     16978372       GR2. SOFTPP/OTHER                                                    II-1                    577440           2520
     16978093       GR5. 1YRHARD/2YRSOFT                                                 II-1                 447352.25           1850
     16978095       GR4. 1YRHARD/1YRSOFT                                                 II-2                 317377.05        1148.44
     16978096       GR5. 1YRHARD/2YRSOFT                                                 II-2                 319191.85        1317.36
     16978097       GR5. 1YRHARD/2YRSOFT                                                 II-2                 194960.64         765.94
     16978101       GR5. 1YRHARD/2YRSOFT                                                 II-2                 219837.59           1001
     16978102       GR5. 1YRHARD/2YRSOFT                                                 II-2                 260350.33         995.92
     16978104       GR3. 1YRHARD                                                         II-2                 371784.84        1383.75
     16978105       GR4. 1YRHARD/1YRSOFT                                                 II-1                 374004.34        1778.67
     16978107       GR5. 1YRHARD/2YRSOFT                                                 II-1                 271554.06         1010.7
     16978108       GR5. 1YRHARD/2YRSOFT                                                 II-2                 394920.68         1391.7
     16978109       GR2. SOFTPP/OTHER                                                    II-1                 289444.73           1170
     16978110       GR1. NOPP                                                            II-2                 370778.15           1495
     16978112       GR5. 1YRHARD/2YRSOFT                                                 II-2                 220186.36         870.83
     16978113       GR3. 1YRHARD                                                         II-1                 387701.96        1162.42
     16978114       GR5. 1YRHARD/2YRSOFT                                                 II-2                 176682.04         776.45
     16978115       GR5. 1YRHARD/2YRSOFT                                                 II-2                 402006.25           1500
     16978116       GR5. 1YRHARD/2YRSOFT                                                 II-1                 344177.78        1245.42
     16978117       GR5. 1YRHARD/2YRSOFT                                                 II-2                 400398.43           1577
     16978119       GR5. 1YRHARD/2YRSOFT                                                 II-2                 332780.41           1290
     16978120       GR5. 1YRHARD/2YRSOFT                                                 II-2                 272238.85         901.67
     16978121       GR5. 1YRHARD/2YRSOFT                                                 II-1                 314052.89        1233.81
     16978122       GR3. 1YRHARD                                                         II-1                 228390.03         946.88
     16978123       GR1. NOPP                                                            II-2                  324117.2           1075
     16978124       GR1. NOPP                                                            II-1                 565320.55        1816.41
     16978126       GR5. 1YRHARD/2YRSOFT                                                 II-1                 360842.65           1050
     16978127       GR5. 1YRHARD/2YRSOFT                                                 II-1                 222310.14        1104.16
     16978128       GR5. 1YRHARD/2YRSOFT                                                 II-1                 239796.56         942.08
     16978129       GR5. 1YRHARD/2YRSOFT                                                 II-1                 523924.18         2112.5
     16978131       GR5. 1YRHARD/2YRSOFT                                                 II-1                 475562.91        1868.33
     16978132       GR3. 1YRHARD                                                         II-1                 975268.68         4245.5
     16978133       GR5. 1YRHARD/2YRSOFT                                                 II-1                    199698         643.25
     16978134       GR2. SOFTPP/OTHER                                                    II-2                 333263.61        1416.21
     16978135       GR5. 1YRHARD/2YRSOFT                                                 II-1                 506528.39         2095.8
     16978136       GR1. NOPP                                                            II-1                  460444.3         1094.9
     16978137       GR5. 1YRHARD/2YRSOFT                                                 II-1                 242811.78            906
     16978138       GR4. 1YRHARD/1YRSOFT                                                 II-1                 336880.98        1152.25
     16978139       GR5. 1YRHARD/2YRSOFT                                                 II-1                 203516.03         907.03
     16978140       GR5. 1YRHARD/2YRSOFT                                                 II-1                 513851.36        2231.25
     16978141       GR5. 1YRHARD/2YRSOFT                                                 II-1                 350448.77        1234.98
     16978143       GR5. 1YRHARD/2YRSOFT                                                 II-2                  385925.5           1240
     16978144       GR5. 1YRHARD/2YRSOFT                                                 II-1                 443321.35        1741.67
     16978145       GR5. 1YRHARD/2YRSOFT                                                 II-1                 299846.07        1087.73
     16978147       GR5. 1YRHARD/2YRSOFT                                                 II-2                 230623.59            984
     16978148       GR3. 1YRHARD                                                         II-1                 603009.84         2437.5
     16978149       GR3. 1YRHARD                                                         II-1                 482406.62           1450
     16978150       GR5. 1YRHARD/2YRSOFT                                                 II-1                 159998.49            597
     16978152       GR5. 1YRHARD/2YRSOFT                                                 II-1                 461301.68        1526.18
     16978153       GR5. 1YRHARD/2YRSOFT                                                 II-1                 300749.75        1343.75
     16978154       GR5. 1YRHARD/2YRSOFT                                                 II-1                 494467.94         1947.5
     16978155       GR5. 1YRHARD/2YRSOFT                                                 II-1                 683410.09         2337.5
     16978156       GR5. 1YRHARD/2YRSOFT                                                 II-2                 320494.79         866.67
     16978157       GR3. 1YRHARD                                                         II-1                 339192.42           1125
     16978158       GR5. 1YRHARD/2YRSOFT                                                 II-1                 253786.14         942.19
     16978159       GR1. NOPP                                                            II-1                    661650         2887.5
     16978161       GR4. 1YRHARD/1YRSOFT                                                 II-1                 747211.13        3451.41
     16978165       GR1. NOPP                                                            II-2                 314353.43         1007.5
     16978166       GR5. 1YRHARD/2YRSOFT                                                 II-2                 216409.23         894.04
     16978170       GR3. 1YRHARD                                                         II-2                 330474.64        1195.83
     16978172       GR5. 1YRHARD/2YRSOFT                                                 II-2                 370777.19        1456.67
     16978174       GR5. 1YRHARD/2YRSOFT                                                 II-1                 199264.08         851.47
     16978175       GR3. 1YRHARD                                                         II-1                 180602.38         616.17
     16978176       GR1. NOPP                                                            II-1                 433363.24        1818.23
     16978177       GR3. 1YRHARD                                                         II-1                  543801.7         2380.5
     16978180       GR5. 1YRHARD/2YRSOFT                                                 II-1                 191837.48          785.4
     16978181       GR5. 1YRHARD/2YRSOFT                                                 II-1                 211053.13            728
     16978182       GR1. NOPP                                                            II-1                 272036.82         897.75
     16978184       GR5. 1YRHARD/2YRSOFT                                                 II-1                    521300           1625
     16978185       GR5. 1YRHARD/2YRSOFT                                                 II-1                  276472.4        1229.08
     16978186       GR5. 1YRHARD/2YRSOFT                                                 II-1                 234908.94         825.74
     16978187       GR2. SOFTPP/OTHER                                                    II-1                 386896.53           1240
     16978188       GR5. 1YRHARD/2YRSOFT                                                 II-1                 353042.92         1109.6
     16978189       GR2. SOFTPP/OTHER                                                    II-2                 302263.13          997.5
     16978190       GR5. 1YRHARD/2YRSOFT                                                 II-1                 189419.71          822.5
     16978191       GR5. 1YRHARD/2YRSOFT                                                 II-1                  483623.3           1900
     16978192       GR1. NOPP                                                            II-1                 722807.97        2990.67
     16978194       GR5. 1YRHARD/2YRSOFT                                                 II-2                    366496        1470.16
     16978195       GR5. 1YRHARD/2YRSOFT                                                 II-1                 506448.48        2326.38
     16978196       GR1. NOPP                                                            II-2                 370777.41        1395.33
     16978197       GR1. NOPP                                                            II-2                 229720.43            817
     16978198       GR3. 1YRHARD                                                         II-1                 241810.52            800
     16978199       GR3. 1YRHARD                                                         II-2                 282112.44         956.67
     16978201       GR4. 1YRHARD/1YRSOFT                                                 II-2                 361708.91        1286.42
     16978203       GR5. 1YRHARD/2YRSOFT                                                 II-1                 378773.09        1535.33
     16978204       GR5. 1YRHARD/2YRSOFT                                                 II-1                 200703.97         828.34
     16978205       GR5. 1YRHARD/2YRSOFT                                                 II-2                 302263.62         1062.5
     16978206       GR5. 1YRHARD/2YRSOFT                                                 II-2                 151636.28         625.83
     16978207       GR5. 1YRHARD/2YRSOFT                                                 II-1                  394958.1        1429.17
     16978208       GR1. NOPP                                                            II-2                 260350.55        1022.83
     16978209       GR5. 1YRHARD/2YRSOFT                                                 II-2                    127117         554.75
     16978211       GR1. NOPP                                                            II-1                 520597.42        1672.71
     16978212       GR4. 1YRHARD/1YRSOFT                                                 II-2                    166014         679.65
     16978214       GR3. 1YRHARD                                                         II-1                 304681.02          976.5
     16978216       GR4. 1YRHARD/1YRSOFT                                                 II-1                 207806.87         816.41
     16978217       GR3. 1YRHARD                                                         II-1                 139796.92         491.41
     16978218       GR4. 1YRHARD/1YRSOFT                                                 II-1                 282114.25        1195.83
     16978219       GR5. 1YRHARD/2YRSOFT                                                 II-1                 312942.36        1034.74
     16978221       GR5. 1YRHARD/2YRSOFT                                                 II-1                  391524.6        1620.09
     16978222       GR5. 1YRHARD/2YRSOFT                                                 II-1                  358875.6        1237.97
     16978223       GR5. 1YRHARD/2YRSOFT                                                 II-1                 785892.34        3680.95
     16978226       GR3. 1YRHARD                                                         II-1                 515864.46        1973.33
     16978228       GR3. 1YRHARD                                                         II-2                 283370.84         820.31
     16978229       GR5. 1YRHARD/2YRSOFT                                                 II-1                 249065.61            927
     16978230       GR5. 1YRHARD/2YRSOFT                                                 II-2                 370777.68        1432.13
     16978231       GR5. 1YRHARD/2YRSOFT                                                 II-2                 143214.76         545.06
     16978233       GR5. 1YRHARD/2YRSOFT                                                 II-2                 168842.29            497
     16978234       GR1. NOPP                                                            II-2                 415029.62        1459.17
     16978236       GR5. 1YRHARD/2YRSOFT                                                 II-1                  562808.3         1919.4
     16978237       GR5. 1YRHARD/2YRSOFT                                                 II-2                 109796.88         296.51
     16978238       GR1. NOPP                                                            II-1                 290172.81            984
     16978239       GR2. SOFTPP/OTHER                                                    II-1                 717375.57        2951.83
     16978240       GR5. 1YRHARD/2YRSOFT                                                 II-2                 203712.27         780.08
     16977989       GR3. 1YRHARD                                                         II-1                 551912.01        1821.33
     16977990       GR5. 1YRHARD/2YRSOFT                                                 II-1                 566440.88        1815.76
     16977991       GR3. 1YRHARD                                                         II-2                 280542.96        1195.83
     16977992       GR5. 1YRHARD/2YRSOFT                                                 II-1                 579845.08        2397.92
     16977993       GR2. SOFTPP/OTHER                                                    II-1                 935739.55           2702
     16977994       GR3. 1YRHARD                                                         II-1                 339391.63           1260
     16977996       GR5. 1YRHARD/2YRSOFT                                                 II-1                  246464.9        1042.08
     16977997       GR3. 1YRHARD                                                         II-2                 151211.02         468.75
     16978002       GR5. 1YRHARD/2YRSOFT                                                 II-1                 484851.24           2200
     16978003       GR3. 1YRHARD                                                         II-1                  479594.6         2082.5
     16978004       GR4. 1YRHARD/1YRSOFT                                                 II-1                 371718.13           1610
     16978005       GR5. 1YRHARD/2YRSOFT                                                 II-1                 398080.26        1275.84
     16978008       GR5. 1YRHARD/2YRSOFT                                                 II-1                 278082.32         948.75
     16978009       GR3. 1YRHARD                                                         II-1                  686136.5         2156.5
     16978010       GR3. 1YRHARD                                                         II-2                 403019.42        1583.33
     16978011       GR5. 1YRHARD/2YRSOFT                                                 II-1                  278083.4         1092.5
     16978013       GR1. NOPP                                                            II-1                  523927.7        2383.33
     16978014       GR5. 1YRHARD/2YRSOFT                                                 II-1                 452529.96        2193.33
     16978015       GR5. 1YRHARD/2YRSOFT                                                 II-1                 399996.66        1443.75
     16978017       GR5. 1YRHARD/2YRSOFT                                                 II-1                 438789.69        1945.75
     16978018       GR1. NOPP                                                            II-2                 266494.11         716.35
     16978019       GR5. 1YRHARD/2YRSOFT                                                 II-1                 482718.02        2096.06
     16978021       GR5. 1YRHARD/2YRSOFT                                                 II-1                 349090.72           1440
     16978022       GR2. SOFTPP/OTHER                                                    II-1                 248260.15           1001
     16978023       GR5. 1YRHARD/2YRSOFT                                                 II-1                 256967.95            954
     16978024       GR3. 1YRHARD                                                         II-1                 198246.29         886.88
     16978025       GR1. NOPP                                                            II-1                 390929.14        1576.25
     16978026       GR5. 1YRHARD/2YRSOFT                                                 II-2                 317376.06        1017.19
     16978027       GR5. 1YRHARD/2YRSOFT                                                 II-2                 258588.12        1226.67
     16978028       GR5. 1YRHARD/2YRSOFT                                                 II-1                 132996.52         536.25
     16978029       GR5. 1YRHARD/2YRSOFT                                                 II-2                 327452.42         1184.9
     16978030       GR5. 1YRHARD/2YRSOFT                                                 II-1                 214485.94         822.54
     16978032       GR5. 1YRHARD/2YRSOFT                                                 II-1                 245023.92            988
     16978033       GR3. 1YRHARD                                                         II-1                 434505.65        1751.95
     16978035       GR5. 1YRHARD/2YRSOFT                                                 II-2                 198435.77          656.5
     16978036       GR5. 1YRHARD/2YRSOFT                                                 II-1                 271635.08        1067.17
     16978037       GR1. NOPP                                                            II-1                 424618.78        1452.34
     16978039       GR3. 1YRHARD                                                         II-1                 456305.94        1759.04
     16978040       GR1. NOPP                                                            II-1                 397687.65           1485
     16978041       GR5. 1YRHARD/2YRSOFT                                                 II-1                 309544.81           1155
     16978043       GR3. 1YRHARD                                                         II-1                 289417.62        1047.27
     16978045       GR1. NOPP                                                            II-2                 393348.48        1748.67
     16978047       GR5. 1YRHARD/2YRSOFT                                                 II-2                 244443.53         957.92
     16978048       GR1. NOPP                                                            II-1                 522312.35           1944
     16978050       GR5. 1YRHARD/2YRSOFT                                                 II-1                 331282.21        1335.75
     16978051       GR5. 1YRHARD/2YRSOFT                                                 II-1                 378798.84        1605.66
     16978052       GR3. 1YRHARD                                                         II-2                 269013.78         834.38
     16978053       GR5. 1YRHARD/2YRSOFT                                                 II-2                 352892.52        1203.98
     16978054       GR5. 1YRHARD/2YRSOFT                                                 II-1                 656158.58         2282.5
     16978055       GR2. SOFTPP/OTHER                                                    II-2                 330475.15        1195.83
     16978056       GR2. SOFTPP/OTHER                                                    II-2                  350629.3         1696.5
     16978057       GR2. SOFTPP/OTHER                                                    II-1                 484854.21           2396
     16978059       GR3. 1YRHARD                                                         II-2                 286143.11        1035.42
     16978060       GR5. 1YRHARD/2YRSOFT                                                 II-1                 441773.16        1466.67
     16978062       GR1. NOPP                                                            II-2                 208560.59         560.63
     16978063       GR5. 1YRHARD/2YRSOFT                                                 II-1                 415110.64        1716.67
     16978064       GR3. 1YRHARD                                                         II-1                 407048.97           1515
     16978066       GR3. 1YRHARD                                                         II-2                 362716.63         1312.5
     16978067       GR5. 1YRHARD/2YRSOFT                                                 II-1                 201409.56         770.83
     16978068       GR5. 1YRHARD/2YRSOFT                                                 II-1                 324430.12         1207.5
     16978070       GR5. 1YRHARD/2YRSOFT                                                 II-1                 590654.92        2396.88
     16978071       GR3. 1YRHARD                                                         II-2                 325436.14        1009.38
     16978072       GR5. 1YRHARD/2YRSOFT                                                 II-1                 320803.58           1100
     16978073       GR3. 1YRHARD                                                         II-1                 503771.13         1562.5
     16978075       GR5. 1YRHARD/2YRSOFT                                                 II-1                 362719.18           1650
     16978076       GR5. 1YRHARD/2YRSOFT                                                 II-2                 415109.36           1545
     16978077       GR5. 1YRHARD/2YRSOFT                                                 II-1                 478587.43         2127.6
     16978078       GR5. 1YRHARD/2YRSOFT                                                 II-1                 349745.62         1377.5
     16978079       GR3. 1YRHARD                                                         II-1                 604528.65         2312.5
     16978080       GR3. 1YRHARD                                                         II-1                 453393.31         1312.5
     16978081       GR1. NOPP                                                            II-2                 345586.18         964.69
     16978084       GR1. NOPP                                                            II-2                 276379.15         973.96
     16978085       GR5. 1YRHARD/2YRSOFT                                                 II-2                 304683.63           1323
     16978087       GR5. 1YRHARD/2YRSOFT                                                 II-2                 146700.31         743.17
     16978088       GR5. 1YRHARD/2YRSOFT                                                 II-1                 326442.19         1147.5
     16978089       GR5. 1YRHARD/2YRSOFT                                                 II-2                 295295.52        1106.25
     16978090       GR5. 1YRHARD/2YRSOFT                                                 II-1                 491683.32        1880.83
     17022148       GR3. 3YR HARD                                                           I                 442049.93        1112.57
     17022160       GR1. NOPP                                                            II-1                    501250         2187.5
     17013047       GR5. 1YRHARD/2YRSOFT                                                 II-2                    288720           1080
     17013617       GR5. 1YRHARD/2YRSOFT                                                 II-2                    368920        1456.67
     17014938       GR5. 1YRHARD/2YRSOFT                                                 II-2                 200449.88         853.95
     17014996       GR1. NOPP                                                            II-1                    190475         613.54
     17016336       GR5. 1YRHARD/2YRSOFT                                                 II-2                 284740.82         979.69
     17016350       GR5. 1YRHARD/2YRSOFT                                                 II-1                 521249.87        2220.62
     17016386       GR3. 1YRHARD                                                         II-2                    328820           1230
     17021952       GR1. NOPP                                                            II-2                 285712.49         771.88
     17021994       GR1. NOPP                                                            II-1                 622051.25        2585.42
     17022079       GR1. NOPP                                                            II-1                  566813.5        2473.63
     16984827       GR1. NOPP                                                            II-2                    401000           1125
     16984832       GR5. 1YRHARD/2YRSOFT                                                 II-1                    651625        2911.46
     16984839       GR5. 1YRHARD/2YRSOFT                                                 II-1                 189472.49         748.13
     16984963       GR2. 1YR/Other                                                          I                 174188.01         641.66
     16985089       GR3. 3YR HARD                                                           I                 239512.91         887.09
     16990150       GR1. NOPP                                                            II-1                    509270        1693.33
     16990379       GR3. 3YR HARD                                                           I                 638701.11        2365.56
     16991440       GR1. NOPP                                                            II-2                    340850        1239.58
     16991459       GR5. 1YRHARD/2YRSOFT                                                 II-2                 128630.78         507.89
     16991544       GR2. SOFTPP/OTHER                                                    II-2                    260249         838.29
     16991609       GR3. 3YR HARD                                                           I                 427012.41        1368.58
     16991657       GR3. 3YR HARD                                                           I                 502381.55        1264.28
     16991791       GR5. 1YRHARD/2YRSOFT                                                 II-1                    501250        1979.17
     16991794       GR5. 1YRHARD/2YRSOFT                                                 II-2                    204510          807.5
     16991829       GR1. NOPP                                                            II-1                    419045        1349.79
     16995008       GR5. 1YRHARD/2YRSOFT                                                 II-1                    248620            930
     16995074       GR5. 1YRHARD/2YRSOFT                                                 II-1                    336840           1470
     16995134       GR3. 3YR HARD                                                           I                  530299.5        1343.17
     16995156       GR5. 1YRHARD/2YRSOFT                                                 II-1                 274033.38        1082.01
     16995302       GR3. 3YR HARD                                                           I                 337054.86        1086.69
     16995336       GR3. 3YR HARD                                                           I                 224912.86         720.47
     17000193       GR3. 3YR HARD                                                           I                 610962.52        1547.48
     17000262       GR1. NOPP                                                            II-1                    256640        1093.33
     17001948       GR1. NOPP                                                            II-1                    541350           2025
     17002064       GR5. 1YRHARD/2YRSOFT                                                 II-1                    486814        2023.33
     17002267       GR1. NOPP                                                            II-2                    380950           1425
     17002358       GR1. NOPP                                                            II-1                   1002500        3645.83
     17002408       GR5. 1YRHARD/2YRSOFT                                                 II-1                    469170        1803.75
     17003313       GR1. NOPP                                                            II-2                    222956            973
     17003325       GR5. 1YRHARD/2YRSOFT                                                 II-1                 894731.25        3904.69
     17003331       GR5. 1YRHARD/2YRSOFT                                                 II-2                    281502        1082.25
     17003334       GR3. 3YR HARD                                                           I                 409943.35        1031.65
     17003617       GR5. 1YRHARD/2YRSOFT                                                 II-2                 126314.99         459.38
     17004685       GR5. 1YRHARD/2YRSOFT                                                 II-1                    429070        1560.42
     17004771       GR5. 1YRHARD/2YRSOFT                                                 II-1                    284710         976.25
     17008949       GR3. 3YR HARD                                                           I                 387212.55        1434.12
     17009075       GR3. 3YR HARD                                                           I                  361317.1         1157.9
     17009252       GR5. 1YRHARD/2YRSOFT                                                 II-2                    368920        1571.67
     17010993       GR3. 3YR HARD                                                           I                 289023.68         926.32
     17011233       GR5. 1YRHARD/2YRSOFT                                                 II-2                 320238.59        1430.83
     17012628       GR1. NOPP                                                            II-1                 478693.75        1840.36
     17012690       GR5. 1YRHARD/2YRSOFT                                                 II-2                    171628         624.17
     16722791       GR3. 3YR HARD                                                           I                 462341.82        1479.54
     16714675       GR2. 1YR/Other                                                          I                  618522.5        1994.17
     16980997       GR5. 1YRHARD/2YRSOFT                                                 II-2                 215532.64         716.67
     16981013       GR5. 1YRHARD/2YRSOFT                                                 II-1                    673680           2870
     16981188       GR1. NOPP                                                            II-1                    352880        1393.33
     16981259       GR5. 1YRHARD/2YRSOFT                                                 II-2                  385962.5        1283.33
     16981329       GR3. 3YR HARD                                                           I                 242620.44         782.23
     16981834       GR5. 1YRHARD/2YRSOFT                                                 II-1                    140350            525
     16983035       GR5. 1YRHARD/2YRSOFT                                                 II-2                 488718.75        2183.59
     16983056       GR5. 1YRHARD/2YRSOFT                                                 II-2                    300750        1343.75
     16983073       GR3. 3YR HARD                                                           I                 449326.67        1448.66
     16974334       GR2. SOFTPP/OTHER                                                    II-2                 206765.63         837.89
     16978686       GR5. 1YRHARD/2YRSOFT                                                 II-1                    346464           1476
     16978831       GR5. 1YRHARD/2YRSOFT                                                 II-2                    272680        1133.33
     16978858       GR3. 1YRHARD                                                         II-2                    413030         1287.5
     16978963       GR5. 1YRHARD/2YRSOFT                                                 II-1                    601500         2187.5
     16979115       GR1. NOPP                                                            II-2                    232580           1015
     16979215       GR5. 1YRHARD/2YRSOFT                                                 II-2                  254143.5         1109.5
     16979275       GR2. SOFTPP/OTHER                                                    II-1                    605510         2642.5
     16979544       GR3. 1YRHARD                                                         II-2                    293532           1159
     16980409       GR1. NOPP                                                            II-1                 268661.98        1088.72
     16980533       GR1. NOPP                                                            II-1                 586928.37        1885.83
     16980667       GR1. NOPP                                                            II-2                    312780         1072.5
     16980714       GR5. 1YRHARD/2YRSOFT                                                 II-2                    150375         515.63
     16968740       GR3. 3YR HARD                                                           I                 432472.69        1090.32
     16968742       GR5. 1YRHARD/2YRSOFT                                                 II-1                 383279.81        1354.06
     16968768       GR5. 1YRHARD/2YRSOFT                                                 II-2                    260650        1056.25
     16968872       GR3. 3YR HARD                                                           I                 351520.72        1065.95
     16968894       GR5. 1YRHARD/2YRSOFT                                                 II-2                    206916          838.5
     16968918       GR1. NOPP                                                            II-1                 615033.75        2236.72
     16973847       GR5. 1YRHARD/2YRSOFT                                                 II-2                 419091.84        1694.06
     16973871       GR5. 1YRHARD/2YRSOFT                                                 II-1                    388970        1616.67
     16973900       GR2. 1YR/Other                                                          I                 255389.93          823.4
     16859068       GR3. 3YR HARD                                                           I                 217158.38         804.29
     16859210       GR1. NOPP                                                            II-2                 337684.55            980
     16859338       GR5. 1YRHARD/2YRSOFT                                                 II-1                 953759.83        3558.75
     16859512       GR5. 1YRHARD/2YRSOFT                                                 II-2                    288720           1200
     16859517       GR2. SOFTPP/OTHER                                                    II-2                    252630            945
     16962985       GR3. 3YR HARD                                                           I                 489240.34        1233.94
     16963224       GR3. 3YR HARD                                                           I                 970431.87        3128.75
     16963228       GR1. NOPP                                                            II-1                    324810        1181.25
     16963313       GR1. NOPP                                                            II-1                  612527.5         2227.6
     16963392       GR3. 3YR HARD                                                           I                 147798.49         448.18
     16965165       GR5. 1YRHARD/2YRSOFT                                                 II-2                  331827.5        1310.21
     16965316       GR1. NOPP                                                            II-1                 205827.42         853.33
     16965533       GR5. 1YRHARD/2YRSOFT                                                 II-1                    305562           1143
     16968399       GR5. 1YRHARD/2YRSOFT                                                 II-2                 124209.75         490.44
     16968456       GR1. NOPP                                                            II-2                 338690.09        1193.54
     16968457       GR3. 1YRHARD                                                         II-1                    717790         3132.5
     16968489       GR5. 1YRHARD/2YRSOFT                                                 II-2                    356088           1332
     16968492       GR5. 1YRHARD/2YRSOFT                                                 II-1                    401000        1583.33
     16968518       GR1. NOPP                                                            II-2                  289444.2            960
     16968702       GR3. 3YR HARD                                                           I                  621027.6        1565.68
     16852897       GR3. 3YR HARD                                                           I                 478856.13        1543.87
     16856625       GR1. NOPP                                                            II-1                    296740        1048.33
     16856726       GR1. NOPP                                                            II-2                    220550         985.42
     16856798       GR5. 1YRHARD/2YRSOFT                                                 II-1                  502508.2        2031.25
     16856823       GR1. NOPP                                                            II-2                  210658.3         546.88
     16851902       GR3. 3YR HARD                                                           I                 500723.59         1848.1
     16852057       GR2. 1YR/Other                                                          I                  383084.9         1235.1
     16852211       GR1. NOPP                                                            II-2                 147771.51         598.82
     16851147       GR5. 1YRHARD/2YRSOFT                                                 II-1                    665660        2351.67
     16844611       GR5. 1YRHARD/2YRSOFT                                                 II-2                    192480            600
     16844633       GR1. NOPP                                                            II-1                    217743            724
     16844651       GR3. 3YR HARD                                                           I                 552867.15        1775.45
     16844758       GR3. 3YR HARD                                                           I                 542703.61        1749.72
     16844809       GR5. 1YRHARD/2YRSOFT                                                 II-1                    151578            630
     16844855       GR1. NOPP                                                            II-1                    501250        1979.17
     16844899       GR3. 3YR HARD                                                           I                 650863.05        1643.56
     16845839       GR5. 1YRHARD/2YRSOFT                                                 II-1                 297484.63           1110
     16845879       GR3. 3YR HARD                                                           I                 324508.98        1042.11
     16846253       GR3. 3YR HARD                                                           I                 364571.81        1170.77
     16847471       GR5. 1YRHARD/2YRSOFT                                                 II-2                 259744.75         866.67
     16847736       GR1. NOPP                                                            II-2                 363816.04        1508.33
     16847768       GR5. 1YRHARD/2YRSOFT                                                 II-2                 289444.65           1140
     16848040       GR3. 3YR HARD                                                           I                 413216.02        1041.77
     16849335       GR1. NOPP                                                            II-1                  425661.5        1769.17
     16823956       GR3. 3YR HARD                                                           I                  78267.09         198.24
     16826585       GR2. 1YR/Other                                                          I                 537470.54        1355.31
     16826765       GR5. 1YRHARD/2YRSOFT                                                 II-2                 252259.12        1019.69
     16833264       GR1. NOPP                                                            II-2                    344860        1469.17
     16833336       GR3. 3YR HARD                                                           I                 521534.79        1314.85
     16835588       GR5. 1YRHARD/2YRSOFT                                                 II-1                 264519.64         795.08
     16835633       GR5. 1YRHARD/2YRSOFT                                                 II-1                 570849.32         2307.5
     16835807       GR2. 1YR/Other                                                          I                 249404.23          804.1
     16835887       GR5. 1YRHARD/2YRSOFT                                                 II-1                 332861.52           1380
     16835893       GR5. 1YRHARD/2YRSOFT                                                 II-2                 285511.98        1127.33
     16835984       GR3. 3YR HARD                                                           I                 518779.59        1666.09
     16838797       GR3. 3YR HARD                                                           I                 204278.08         656.14
     16838801       GR3. 3YR HARD                                                           I                 320502.69        1029.25
     16838834       GR5. 1YRHARD/2YRSOFT                                                 II-1                 506527.22         1627.5
     16839923       GR2. SOFTPP/OTHER                                                    II-2                 382453.75        1430.63
     16803721       GR3. 3YR HARD                                                           I                 565687.05        1816.62
     16807138       GR1. NOPP                                                            II-2                    300750        1031.25
     16807238       GR2. 1YR/Other                                                          I                 501371.78        1264.28
     16809689       GR5. 1YRHARD/2YRSOFT                                                 II-2                    465160           2030
     16813534       GR3. 3YR HARD                                                           I                 598982.86        1517.14
     16813559       GR3. 3YR HARD                                                           I                 318098.92        1021.53
     16814066       GR3. 3YR HARD                                                           I                 218080.86         700.48
     16819436       GR3. 3YR HARD                                                           I                 484560.19        1559.31
     16780936       GR3. 3YR HARD                                                           I                 278036.09         892.87
     16784858       GR3. 3YR HARD                                                           I                 329752.93        1054.98
     16784859       GR3. 3YR HARD                                                           I                 270307.56        1138.33
     16788513       GR3. 3YR HARD                                                           I                  648680.8        2402.53
     16788716       GR1. NOPP                                                            II-1                  977437.5        3757.81
     16798688       GR2. 1YR/Other                                                          I                 276347.52         887.73
     16801877       GR3. 3YR HARD                                                           I                 500598.43         1608.2
     16803339       GR3. 3YR HARD                                                           I                 530529.99        1338.36
     16771997       GR5. 1YRHARD/2YRSOFT                                                 II-1                    401000        1291.67
     16775265       GR3. 3YR HARD                                                           I                 544854.57        1749.72
     16775574       GR3. 3YR HARD                                                           I                 182336.59         459.69
     16768049       GR5. 1YRHARD/2YRSOFT                                                 II-1                  385926.2           1520
     16718183       GR5. 1YRHARD/2YRSOFT                                                 II-2                 163231.47         622.83
     16718192       GR5. 1YRHARD/2YRSOFT                                                 II-2                  420203.1           1820
     16718639       GR3. 3YR HARD                                                           I                 435211.53        1305.94
     16704190       GR1. NOPP                                                            II-1                 248239.64         849.75
     16717469       GR2. 1YR/Other                                                          I                 389992.52        1247.96
     16714919       GR2. 1YR/Other                                                          I                 404306.19        1019.52
     16714064       GR2. 1YR/Other                                                          I                 394827.61          991.2
     16708388       GR2. 1YR/Other                                                          I                  386769.9         970.97
     16709417       GR3. 3YR HARD                                                           I                 159750.08         511.41
     16709764       GR3. 3YR HARD                                                           I                 459625.64        1476.33
     16709828       GR3. 3YR HARD                                                           I                 367720.71         922.92
     16814851       GR3. 3YR HARD                                                           I                 167003.25         614.49
     16814884       GR3. 3YR HARD                                                           I                 390796.64        1250.53
     16965717       GR5. 1YRHARD/2YRSOFT                                                 II-1                 653260.66        2640.63
     16848683       GR3. 3YR HARD                                                           I                 229884.53         848.65
     16965718       GR5. 1YRHARD/2YRSOFT                                                 II-1                 435171.54        1533.54
     16965735       GR5. 1YRHARD/2YRSOFT                                                 II-2                 190551.06          750.5
     16965707       GR1. NOPP                                                            II-2                 377081.67        1328.83
     16979957       GR5. 1YRHARD/2YRSOFT                                                 II-2                    234986         903.42
     16979958       GR5. 1YRHARD/2YRSOFT                                                 II-2                 146983.43         502.73
     16676333       GR3. 3YR HARD                                                           I                 478926.27        1211.69
     16642685       GR1. NOPP                                                               I                 312958.47         990.65
     16685343       GR3. 3YR HARD                                                           I                 218915.57         694.74
     16694658       GR1. NOPP                                                            II-2                 391913.45        1252.92
     16694754       GR1. NOPP                                                            II-1                 294941.97            730
     16732331       GR3. 3YR HARD                                                           I                 675113.44        2143.41
     16732346       GR3. 3YR HARD                                                           I                 423948.98        1350.89
     16732351       GR3. 3YR HARD                                                           I                 656179.59        1643.56
     16970043       GR2. SOFTPP/OTHER                                                    II-1                  180902.4          712.5
     16970045       GR2. SOFTPP/OTHER                                                    II-2                 301504.92        1218.75
     16970046       GR1. NOPP                                                            II-1                 272041.51         958.67
     16970054       GR5. 1YRHARD/2YRSOFT                                                 II-1                 341705.31           1275
     16970060       GR2. SOFTPP/OTHER                                                    II-1                 244299.07         860.91
     16970065       GR5. 1YRHARD/2YRSOFT                                                 II-1                  627130.4           2600
     16970069       GR1. NOPP                                                            II-1                 474336.45        1868.33
     16970070       GR3. 1YRHARD                                                         II-2                 186430.55         753.59
     16970072       GR2. SOFTPP/OTHER                                                    II-1                 275776.21        1000.42
     16977981       GR4. 1YRHARD/1YRSOFT                                                 II-1                 157736.18         393.75
     16977982       GR5. 1YRHARD/2YRSOFT                                                 II-1                 213909.44         768.18
     16977984       GR5. 1YRHARD/2YRSOFT                                                 II-1                 511835.45        2116.67
     16977986       GR5. 1YRHARD/2YRSOFT                                                 II-1                  460249.2         1377.5
     16977987       GR1. NOPP                                                            II-2                 196472.88         893.75
     16977988       GR5. 1YRHARD/2YRSOFT                                                 II-2                 420199.16           1560
     16394319       GR5. 1YRHARD/2YRSOFT                                                 II-2                 358178.19         1396.5
     16969065       GR2. SOFTPP/OTHER                                                    II-1                 221103.09          687.5
     16969066       GR2. SOFTPP/OTHER                                                    II-1                 237183.87         958.75
     16969929       GR1. NOPP                                                            II-1                 213600.63         883.33
     16970012       GR1. NOPP                                                            II-1                 186450.73         792.33
     16970014       GR1. NOPP                                                            II-1                 327130.85        1288.83
     16970015       GR2. SOFTPP/OTHER                                                    II-1                 209042.72         801.67
     16970016       GR2. SOFTPP/OTHER                                                    II-1                 221103.61         893.75
     16970018       GR5. 1YRHARD/2YRSOFT                                                 II-2                 217083.54          877.5
     16970019       GR5. 1YRHARD/2YRSOFT                                                 II-1                 490448.01         1982.5
     16970020       GR2. SOFTPP/OTHER                                                    II-1                 562808.16        1866.67
     16970021       GR2. SOFTPP/OTHER                                                    II-1                 466327.49        1836.67
     16970025       GR1. NOPP                                                            II-1                  94873.52         373.67
     16970026       GR2. SOFTPP/OTHER                                                    II-2                 311554.76        1130.21
     16970027       GR2. SOFTPP/OTHER                                                    II-2                 148741.85         539.58
     16970028       GR2. SOFTPP/OTHER                                                    II-2                 307133.01         1241.5
     16970029       GR2. SOFTPP/OTHER                                                    II-2                 285424.66        1153.75
     16970030       GR2. SOFTPP/OTHER                                                    II-1                 251655.72         860.75
     16970031       GR5. 1YRHARD/2YRSOFT                                                 II-2                 189947.91         689.06
     16970032       GR2. SOFTPP/OTHER                                                    II-2                 345725.11         1182.5
     16970033       GR2. SOFTPP/OTHER                                                    II-2                 202611.31            819
     16970034       GR3. 1YRHARD                                                         II-1                 159918.33         696.15
     16970036       GR2. SOFTPP/OTHER                                                    II-1                  530648.8           2200
     16970037       GR2. SOFTPP/OTHER                                                    II-1                 179323.07         724.86
     16970038       GR1. NOPP                                                            II-1                 297284.86         1202.5
     16970039       GR2. SOFTPP/OTHER                                                    II-1                 479995.71         1890.5
     16970040       GR2. SOFTPP/OTHER                                                    II-1                 195367.04         789.75
     16970041       GR2. SOFTPP/OTHER                                                    II-1                 184119.01         744.25
     16970042       GR2. SOFTPP/OTHER                                                    II-1                 369845.94        1456.67
     16970044       GR1. NOPP                                                            II-1                  330047.3        1299.92
     16970047       GR2. SOFTPP/OTHER                                                    II-1                 389946.27        1535.83
     16970048       GR2. SOFTPP/OTHER                                                    II-1                  217485.5         856.58
     16970049       GR2. SOFTPP/OTHER                                                    II-1                 192511.01            760
     16970050       GR1. NOPP                                                            II-2                 262108.14        1005.17
     16970051       GR2. SOFTPP/OTHER                                                    II-1                 343313.51        1352.17
     16970052       GR2. SOFTPP/OTHER                                                    II-1                 289444.57           1110
     16970053       GR1. NOPP                                                            II-2                 218058.37         881.56
     16970055       GR2. SOFTPP/OTHER                                                    II-1                 118792.72            394
     16970056       GR1. NOPP                                                            II-1                 324017.29        1309.75
     16970057       GR2. SOFTPP/OTHER                                                    II-2                 254268.88          922.4
     16970059       GR5. 1YRHARD/2YRSOFT                                                 II-1                 440420.98         1512.5
     16970061       GR5. 1YRHARD/2YRSOFT                                                 II-2                 165324.77         496.93
     16970062       GR2. SOFTPP/OTHER                                                    II-2                  353765.5           1320
     16970063       GR2. SOFTPP/OTHER                                                    II-2                  79915.45         283.33
     16970064       GR2. SOFTPP/OTHER                                                    II-2                 317585.02        1217.92
     16970068       GR3. 1YRHARD                                                         II-2                 295976.53        1167.71
     16970071       GR2. SOFTPP/OTHER                                                    II-1                 494467.82        1896.25
     16970073       GR3. 1YRHARD                                                         II-1                    301505           1250
     16970074       GR2. SOFTPP/OTHER                                                    II-1                 602206.15        2559.08
     16970075       GR5. 1YRHARD/2YRSOFT                                                 II-1                 217957.55         770.67
     16970076       GR3. 1YRHARD                                                         II-1                 269344.25        1032.92
     16970077       GR3. 1YRHARD                                                         II-1                 682550.12        2340.42
     16969026       GR2. SOFTPP/OTHER                                                    II-1                 305891.26         1138.5
     16969027       GR1. NOPP                                                            II-1                 354656.53           1320
     16969028       GR1. NOPP                                                            II-1                 329640.85        1195.83
     16969029       GR2. SOFTPP/OTHER                                                    II-1                  118189.9          465.5
     16969030       GR1. NOPP                                                            II-1                 283816.34        1029.58
     16969031       GR1. NOPP                                                            II-1                 320920.18         933.33
     16969032       GR1. NOPP                                                            II-1                 302036.67        1963.33
     16969033       GR2. SOFTPP/OTHER                                                    II-1                  609265.3        1773.33
     16969034       GR2. SOFTPP/OTHER                                                    II-1                 502507.68        1822.92
     16969035       GR2. SOFTPP/OTHER                                                    II-1                 231153.23         718.75
     16969036       GR2. SOFTPP/OTHER                                                    II-1                 389946.06           1455
     16969037       GR2. SOFTPP/OTHER                                                    II-1                 293464.41        1034.17
     16969038       GR2. SOFTPP/OTHER                                                    II-1                 293093.95         789.84
     16969039       GR2. SOFTPP/OTHER                                                    II-1                 297484.63           1110
     16969041       GR1. NOPP                                                            II-1                 446226.82        1618.75
     16969042       GR1. NOPP                                                            II-1                  340700.3        1271.25
     16969043       GR2. SOFTPP/OTHER                                                    II-1                  144722.1            480
     16969044       GR2. SOFTPP/OTHER                                                    II-1                 426127.29           1855
     16969045       GR1. NOPP                                                            II-1                 590949.49         2327.5
     16969047       GR2. SOFTPP/OTHER                                                    II-1                 353765.41        1283.33
     16969048       GR1. NOPP                                                            II-1                 590949.03        2143.75
     16969050       GR2. SOFTPP/OTHER                                                    II-1                 168842.41          542.5
     16969053       GR2. SOFTPP/OTHER                                                    II-1                 494466.81        1998.75
     16969054       GR1. NOPP                                                            II-1                 467332.02        1646.88
     16969055       GR2. SOFTPP/OTHER                                                    II-1                  434167.2           1800
     16969056       GR2. SOFTPP/OTHER                                                    II-1                 195475.08         547.03
     16969057       GR2. SOFTPP/OTHER                                                    II-1                 128641.86         426.67
     16969058       GR2. SOFTPP/OTHER                                                    II-1                  385925.3           1160
     16969059       GR2. SOFTPP/OTHER                                                    II-1                 317584.36         954.58
     16969060       GR2. SOFTPP/OTHER                                                    II-1                 224721.78         954.96
     16969061       GR2. SOFTPP/OTHER                                                    II-1                 203414.85          632.5
     16969063       GR2. SOFTPP/OTHER                                                    II-1                 375875.45        1246.67
     16810729       GR3. 3YR HARD                                                           I                 490290.44        1743.35
     16810730       GR3. 3YR HARD                                                           I                  331913.2         1468.3
     16810731       GR3. 3YR HARD                                                           I                 562773.59        1932.67
     16810732       GR3. 3YR HARD                                                           I                 406000.93        1394.29
     16810733       GR3. 3YR HARD                                                           I                  448670.7        1546.14
     16810737       GR2. 1YR/Other                                                          I                 340561.54        1133.06
     16704061       GR5. 1YRHARD/2YRSOFT                                                 II-1                    429070        1917.08
     16994925       GR1. NOPP                                                            II-1                    580000        2054.17
     17003044       GR5. 1YRHARD/2YRSOFT                                                 II-1                    657716        2397.93
     16996723       GR5. 1YRHARD/2YRSOFT                                                 II-2                 434166.75           1620
     16676730       GR3. 3YR HARD                                                           I                 225761.77         830.35
     16662835       GR3. 3YR HARD                                                           I                 453138.22        1443.52
     16662005       GR3. 3YR HARD                                                           I                 504379.68        1627.68
     16656408       GR2. 1YR/Other                                                          I                 200603.57         499.39
     16732328       GR1. NOPP                                                               I                  660491.3        1643.56
     16732329       GR2. 1YR/Other                                                          I                 577167.78        1436.22
     16732333       GR2. 1YR/Other                                                          I                 746328.91        1871.13
     16732334       GR3. 3YR HARD                                                           I                  110867.9         408.06
     16732337       GR3. 3YR HARD                                                           I                 605085.45        2217.72
     16732339       GR2. 1YR/Other                                                          I                 540761.39        1723.99
     16732341       GR3. 3YR HARD                                                           I                 364495.51         911.55
     16732348       GR3. 3YR HARD                                                           I                 314983.08        1003.52
     16730115       GR3. 1YRHARD                                                         II-2                 320634.54        1509.38
     16730144       GR5. 1YRHARD/2YRSOFT                                                 II-2                 219821.53         750.06
     16730181       GR5. 1YRHARD/2YRSOFT                                                 II-1                 767654.58        3404.17
     16730210       GR5. 1YRHARD/2YRSOFT                                                 II-1                 230301.82         878.75
     16730457       GR2. SOFTPP/OTHER                                                    II-1                  154139.1         540.46
     16730471       GR5. 1YRHARD/2YRSOFT                                                 II-1                 258582.89            880
     17034666       GR3. 3YR HARD                                                           I                    252000         810.53
     17042427       GR5. 1YRHARD/2YRSOFT                                                 II-1                    206114          899.5
     17043849       GR3. 3YR HARD                                                           I                    190000         702.28
     16609630       GR3. 3YR HARD                                                           I                 362237.96        1150.18
     16675111       GR3. 3YR HARD                                                           I                 576294.78         1434.2
     16401502       GR3. 3YR HARD                                                           I                 170401.67         710.76
     16575362       GR5. 1YRHARD/2YRSOFT                                                 II-1                 275844.83         1695.3
     16562950       GR3. 3YR HARD                                                           I                 510779.88        1646.79
     16540912       GR3. 3YR HARD                                                           I                 123445.19         311.52
     17013422       GR3. 1YRHARD                                                         II-1                    516000        1988.76
     16980255       GR3. 1YRHARD                                                         II-1                    440000        1466.67
     16857318       GR2. 1YR/Other                                                          I                 523913.16        1682.82
     16990404       GR1. NOPP                                                            II-2                 267330.53         886.67
     16990406       GR1. NOPP                                                            II-1                 502507.95        1927.08
     16849156       GR3. 3YR HARD                                                           I                1951746.53        6729.84
     16984122       GR3. 3YR HARD                                                           I                 473595.78        1199.55
     16847800       GR3. 3YR HARD                                                           I                 324821.53         819.25
     17012465       GR1. NOPP                                                            II-2                    260000         893.76
     16847834       GR3. 3YR HARD                                                           I                 500785.46         1608.2
     16978220       GR2. SOFTPP/OTHER                                                    II-1                 281609.11        1013.19
     16790675       GR3. 3YR HARD                                                           I                 232268.02          746.2
     16790739       GR3. 3YR HARD                                                           I                 588921.87        1891.24
     16790779       GR3. 3YR HARD                                                           I                 500721.67         1848.1
     16790804       GR3. 3YR HARD                                                           I                 386073.33        1165.88
     16790808       GR2. 1YR/Other                                                          I                 496676.09        1595.33
     16790571       GR3. 3YR HARD                                                           I                 563571.02        1415.99
     16790578       GR5. 1YRHARD/2YRSOFT                                                 II-1                 517784.45           2093
     16991582       GR3. 3YR HARD                                                           I                 245982.29         623.04
     16991587       GR3. 3YR HARD                                                           I                  518760.8        1672.53
     16991589       GR1. NOPP                                                            II-2                    308770        1122.92
     16991594       GR1. NOPP                                                            II-1                 578943.75        2165.63
     16991595       GR5. 1YRHARD/2YRSOFT                                                 II-1                    344058        1465.75
     16991606       GR1. NOPP                                                            II-2                 326313.75        1322.34
     16991613       GR5. 1YRHARD/2YRSOFT                                                 II-1                 489127.41        1109.74
     16991622       GR1. NOPP                                                            II-2                 357140.62        1410.16
     16991636       GR5. 1YRHARD/2YRSOFT                                                 II-1                 618887.91        2454.17
     16991655       GR2. SOFTPP/OTHER                                                    II-1                    348870        1413.75
     16991661       GR5. 1YRHARD/2YRSOFT                                                 II-1                    304760           1330
     16985074       GR1. NOPP                                                            II-2                  418042.5        1563.75
     16985076       GR5. 1YRHARD/2YRSOFT                                                 II-2                    332830        1417.92
     16985085       GR5. 1YRHARD/2YRSOFT                                                 II-1                 789468.75        3527.34
     16991726       GR5. 1YRHARD/2YRSOFT                                                 II-1                    292730        1125.42
     16991737       GR5. 1YRHARD/2YRSOFT                                                 II-2                    312780           1235
     16991750       GR1. NOPP                                                            II-2                    376940        1331.67
     16991773       GR1. NOPP                                                            II-2                 273181.25         823.18
     16985170       GR3. 1YRHARD                                                         II-1                 432328.12        1662.11
     16985192       GR1. NOPP                                                            II-2                    401000           1750
     16985200       GR5. 1YRHARD/2YRSOFT                                                 II-2                    136340          467.5
     16991783       GR1. NOPP                                                            II-2                 416538.75        1558.13
     16991793       GR5. 1YRHARD/2YRSOFT                                                 II-1                    541350         1912.5
     16991814       GR1. NOPP                                                            II-1                 323233.17           1400
     16991816       GR3. 3YR HARD                                                           I                 403449.91        1223.42
     16991821       GR3. 3YR HARD                                                           I                 494343.45        1244.05
     16991826       GR3. 3YR HARD                                                           I                 848559.05        2149.28
     16991832       GR3. 3YR HARD                                                           I                 319237.42        1029.25
     16991839       GR2. 1YR/Other                                                          I                 467206.63        1183.37
     16991841       GR2. SOFTPP/OTHER                                                    II-2                    153984            592
     16985218       GR5. 1YRHARD/2YRSOFT                                                 II-1                    525310        2074.17
     16985219       GR1. NOPP                                                            II-1                 627314.37        2737.66
     16985220       GR5. 1YRHARD/2YRSOFT                                                 II-1                    448318        2003.08
     16985231       GR3. 3YR HARD                                                           I                 200846.37         505.71
     16985244       GR5. 1YRHARD/2YRSOFT                                                 II-2                    352880        1283.33
     16990032       GR3. 3YR HARD                                                           I                 223801.79         824.25
     16990047       GR5. 1YRHARD/2YRSOFT                                                 II-2                    308770        1122.92
     16990057       GR3. 3YR HARD                                                           I                 279332.74         900.59
     16990059       GR5. 1YRHARD/2YRSOFT                                                 II-2                    170024         618.33
     16990060       GR5. 1YRHARD/2YRSOFT                                                 II-1                    124310         477.92
     16991864       GR5. 1YRHARD/2YRSOFT                                                 II-1                    441100         1787.5
     16991866       GR1. NOPP                                                            II-1                    481200           1900
     16990076       GR1. NOPP                                                            II-1                  258203.9        1126.83
     16990079       GR3. 3YR HARD                                                           I                 411301.56        1041.77
     16990106       GR1. NOPP                                                            II-1                    524508         1798.5
     16990109       GR1. NOPP                                                            II-1                 657890.62        2392.58
     16995003       GR2. SOFTPP/OTHER                                                    II-2                    300750           1125
     16995013       GR5. 1YRHARD/2YRSOFT                                                 II-1                    216540            945
     16990121       GR5. 1YRHARD/2YRSOFT                                                 II-1                 288669.88        1079.81
     16990124       GR1. NOPP                                                               I                 648451.01        2090.66
     16990154       GR5. 1YRHARD/2YRSOFT                                                 II-1                 709646.25        2876.25
     16990155       GR5. 1YRHARD/2YRSOFT                                                 II-2                    441100        1970.83
     16995067       GR5. 1YRHARD/2YRSOFT                                                 II-1                    220550            825
     16995072       GR1. NOPP                                                            II-2                  275687.5        1031.25
     16995080       GR3. 3YR HARD                                                           I                 389338.86         986.14
     16995081       GR3. 3YR HARD                                                           I                 409943.35        1031.65
     16995096       GR3. 3YR HARD                                                           I                 539084.58        1365.42
     16995104       GR2. SOFTPP/OTHER                                                    II-1                 563906.25        2285.16
     16995119       GR5. 1YRHARD/2YRSOFT                                                 II-2                    249422        1114.42
     16995123       GR1. NOPP                                                            II-2                    220550         779.17
     16995129       GR5. 1YRHARD/2YRSOFT                                                 II-2                    417040        1473.33
     16995147       GR3. 3YR HARD                                                           I                 482846.59        1556.74
     16995153       GR2. SOFTPP/OTHER                                                    II-1                    402604        1798.83
     16995164       GR2. SOFTPP/OTHER                                                    II-2                    328820        1469.17
     16990174       GR5. 1YRHARD/2YRSOFT                                                 II-1                  418042.5        1867.81
     16990198       GR5. 1YRHARD/2YRSOFT                                                 II-1                    332830        1348.75
     16990207       GR1. NOPP                                                            II-2                  325812.5        1049.48
     16990216       GR5. 1YRHARD/2YRSOFT                                                 II-1                    190074         770.25
     16990223       GR5. 1YRHARD/2YRSOFT                                                 II-2                 354383.75        1362.45
     16990282       GR5. 1YRHARD/2YRSOFT                                                 II-1                    294334        1192.75
     16990294       GR1. NOPP                                                            II-1                    525310        2237.92
     16995194       GR5. 1YRHARD/2YRSOFT                                                 II-1                    437090        1952.92
     16995221       GR5. 1YRHARD/2YRSOFT                                                 II-2                  127317.5         436.56
     16995227       GR1. NOPP                                                            II-2                    336840           1050
     16995233       GR1. NOPP                                                            II-1                  398393.5        1324.67
     16995235       GR5. 1YRHARD/2YRSOFT                                                 II-1                    380950        1622.92
     16995236       GR5. 1YRHARD/2YRSOFT                                                 II-1                    270675        1096.88
     16995237       GR5. 1YRHARD/2YRSOFT                                                 II-2                    240600            925
     16995253       GR3. 3YR HARD                                                           I                 415294.79        1051.88
     16995289       GR5. 1YRHARD/2YRSOFT                                                 II-2                    252630            735
     16995292       GR5. 1YRHARD/2YRSOFT                                                 II-2                    401000        1208.33
     16995309       GR3. 3YR HARD                                                           I                 505791.44        1621.06
     16995311       GR5. 1YRHARD/2YRSOFT                                                 II-1                 440398.25        1601.61
     16990305       GR5. 1YRHARD/2YRSOFT                                                 II-2                 154886.25         611.56
     16990308       GR5. 1YRHARD/2YRSOFT                                                 II-1                    296740         1202.5
     16990313       GR5. 1YRHARD/2YRSOFT                                                 II-1                    621550        2454.17
     16990327       GR1. NOPP                                                            II-2                    214936         848.67
     16990343       GR2. SOFTPP/OTHER                                                    II-1                    425060        1766.67
     16990349       GR5. 1YRHARD/2YRSOFT                                                 II-1                    490824           2091
     16990353       GR5. 1YRHARD/2YRSOFT                                                 II-1                    368118           1530
     16990369       GR5. 1YRHARD/2YRSOFT                                                 II-2                 198996.25         661.67
     16990393       GR1. NOPP                                                            II-2                    156390          617.5
     16990394       GR5. 1YRHARD/2YRSOFT                                                 II-1                    239798         971.75
     16990395       GR5. 1YRHARD/2YRSOFT                                                 II-1                    529320           1650
     16990401       GR1. NOPP                                                            II-1                    625560           2405
     16990405       GR1. NOPP                                                            II-1                 954630.62        3570.94
     16990407       GR1. NOPP                                                            II-2                    284710         976.25
     16991422       GR2. SOFTPP/OTHER                                                    II-2                  165412.5         721.88
     16991436       GR3. 3YR HARD                                                           I                 321237.42        1029.25
     16991473       GR3. 3YR HARD                                                           I                 558665.49        1801.18
     16991505       GR5. 1YRHARD/2YRSOFT                                                 II-2                    348870           1305
     16991557       GR5. 1YRHARD/2YRSOFT                                                 II-1                 204532.03         761.25
     16991560       GR5. 1YRHARD/2YRSOFT                                                 II-1                 194658.08          724.5
     16991565       GR1. NOPP                                                            II-1                    561400        2158.33
     16991573       GR5. 1YRHARD/2YRSOFT                                                 II-2                    254234        1135.92
     16784555       GR3. 3YR HARD                                                           I                 492712.01        1818.53
     16786213       GR3. 3YR HARD                                                           I                 320944.49         809.14
     16784592       GR2. 1YR/Other                                                          I                 333623.51        1067.59
     16788421       GR2. 1YR/Other                                                          I                 123886.58         397.29
     16784713       GR3. 3YR HARD                                                           I                    515702        1656.44
     16788625       GR3. 3YR HARD                                                           I                 408640.93        1312.29
     16784809       GR3. 3YR HARD                                                           I                 320033.39        1029.25
     16788759       GR3. 3YR HARD                                                           I                 552637.69        1775.45
     16788962       GR5. 1YRHARD/2YRSOFT                                                 II-2                    320800           1400
     16789028       GR3. 3YR HARD                                                           I                 455226.98        1153.02
     16784901       GR3. 3YR HARD                                                           I                 455574.75        1144.17
     16784936       GR5. 1YRHARD/2YRSOFT                                                 II-1                    224560        1003.33
     16790452       GR3. 3YR HARD                                                           I                 160231.56         591.39
     16985031       GR5. 1YRHARD/2YRSOFT                                                 II-1                  439536.1        1644.15
     16985038       GR1. NOPP                                                            II-1                    769118        2557.33
     16985040       GR2. 1YR/Other                                                          I                 401821.91        1011.42
     16985048       GR3. 3YR HARD                                                           I                 318140.04        1025.71
     16985059       GR5. 1YRHARD/2YRSOFT                                                 II-1                    283908           1180
     16985064       GR1. NOPP                                                            II-2                 254494.65         793.31
     16778340       GR3. 3YR HARD                                                           I                 406500.71        1496.96
     16778855       GR1. NOPP                                                               I                  96881.87         311.19
     16778861       GR3. 3YR HARD                                                           I                 292631.85         1080.4
     16778903       GR3. 3YR HARD                                                           I                 465578.03        1960.46
     16778918       GR1. NOPP                                                            II-1                 844212.25           2800
     16780764       GR3. 3YR HARD                                                           I                 234447.45         857.52
     16780866       GR3. 3YR HARD                                                           I                 452216.89        1447.38
     16780881       GR3. 3YR HARD                                                           I                  248706.2         627.08
     16778378       GR3. 3YR HARD                                                           I                 241031.95         771.93
     16781025       GR3. 3YR HARD                                                           I                 190659.54          612.4
     16781104       GR2. 1YR/Other                                                          I                 178022.54         570.27
     16781277       GR3. 3YR HARD                                                           I                 257421.64          823.4
     16775091       GR3. 3YR HARD                                                           I                 465369.52        1173.25
     16775215       GR3. 3YR HARD                                                           I                 446582.35        1120.66
     16775321       GR1. NOPP                                                               I                  281437.9         900.59
     16775402       GR3. 3YR HARD                                                           I                 246787.07         792.52
     16775469       GR1. NOPP                                                               I                 520708.79        1672.53
     16775549       GR3. 3YR HARD                                                           I                 225318.89         831.79
     16775586       GR2. 1YR/Other                                                          I                 304783.89         768.56
     16775639       GR1. NOPP                                                            II-2                    216540          742.5
     16776530       GR3. 3YR HARD                                                           I                 267914.66         861.99
     16776553       GR3. 3YR HARD                                                           I                 534699.57           1608
     16776680       GR3. 3YR HARD                                                           I                 357976.97        1145.04
     16775066       GR5. 1YRHARD/2YRSOFT                                                 II-2                    324810           1215
     16776874       GR3. 3YR HARD                                                           I                  392615.8        1260.83
     16777159       GR5. 1YRHARD/2YRSOFT                                                 II-1                    521300           1950
     16770980       GR1. NOPP                                                            II-2                    232580            870
     16771035       GR3. 3YR HARD                                                           I                 617818.14        1557.59
     16771307       GR2. 1YR/Other                                                          I                 427058.44        1072.11
     16771926       GR3. 3YR HARD                                                           I                 510911.78        1284.51
     16771942       GR3. 3YR HARD                                                           I                 654960.61        1643.56
     16772465       GR3. 3YR HARD                                                           I                 344497.83        1271.49
     16772466       GR2. 1YR/Other                                                          I                 872386.88        2199.85
     16772551       GR3. 3YR HARD                                                           I                 496676.09        1595.33
     16772708       GR2. 1YR/Other                                                          I                 568774.23        1826.91
     16774929       GR5. 1YRHARD/2YRSOFT                                                 II-2                    320800        1033.33
     16765373       GR3. 3YR HARD                                                           I                 466102.35        1715.03
     16765588       GR5. 1YRHARD/2YRSOFT                                                 II-1                    633580        2633.33
     16767974       GR2. 1YR/Other                                                          I                 503606.66        1264.28
     16767981       GR1. NOPP                                                            II-2                 337685.69           1435
     16732065       GR3. 3YR HARD                                                           I                 515100.68        1654.51
     16732135       GR2. 1YR/Other                                                          I                 413130.33        1041.77
     16768038       GR2. 1YR/Other                                                          I                  707615.3        2264.34
     16768082       GR1. NOPP                                                            II-2                  265662.5         993.75
     16768173       GR3. 3YR HARD                                                           I                  275632.3         885.16
     16768178       GR3. 3YR HARD                                                           I                 347374.35        1111.59
     16768189       GR2. 1YR/Other                                                          I                 512538.45        1633.93
     16765133       GR3. 3YR HARD                                                           I                 551264.64         1770.3
     16768397       GR2. 1YR/Other                                                          I                  339233.2        1085.53
     16765162       GR5. 1YRHARD/2YRSOFT                                                 II-1                    455413        1930.42
     16765236       GR3. 3YR HARD                                                           I                 428691.81        1294.58
     16768518       GR3. 3YR HARD                                                           I                 299491.43         758.57
     16768542       GR5. 1YRHARD/2YRSOFT                                                 II-2                    200500         666.67
     16770544       GR1. NOPP                                                            II-1                 693862.42        2445.17
     16770707       GR1. NOPP                                                            II-1                 414016.84        1802.28
     16728807       GR3. 3YR HARD                                                           I                 310987.77         998.69
     16728876       GR2. 1YR/Other                                                          I                 562613.59        1415.99
     16729484       GR5. 1YRHARD/2YRSOFT                                                 II-1                    615134        1981.42
     16729604       GR2. 1YR/Other                                                          I                 625195.76        1577.82
     16729865       GR1. NOPP                                                               I                 586999.07        1878.37
     16730025       GR3. 3YR HARD                                                           I                 336527.82        1080.71
     16731456       GR3. 3YR HARD                                                           I                 338564.24          849.6
     16723718       GR3. 3YR HARD                                                           I                 300471.27         964.92
     16718255       GR3. 3YR HARD                                                           I                 209923.81         669.01
     16718291       GR1. NOPP                                                            II-2                 336968.46         1320.5
     16718656       GR3. 3YR HARD                                                           I                 556584.52        1788.32
     16718857       GR2. 1YR/Other                                                          I                 506798.88        1621.06
     16717693       GR2. 1YR/Other                                                          I                 522670.37        1672.53
     16718971       GR1. NOPP                                                               I                 568906.61        1820.48
     16717813       GR2. 1YR/Other                                                          I                 798713.98        2573.12
     16719030       GR3. 3YR HARD                                                           I                 459346.87        1469.89
     16719159       GR3. 3YR HARD                                                           I                  257728.7         824.39
     16721951       GR3. 3YR HARD                                                           I                 265057.51         665.14
     16721968       GR3. 3YR HARD                                                           I                 200707.78         643.28
     16718163       GR5. 1YRHARD/2YRSOFT                                                 II-1                 491666.46         1982.5
     16718179       GR5. 1YRHARD/2YRSOFT                                                 II-1                 525254.69        2329.17
     16980759       GR5. 1YRHARD/2YRSOFT                                                 II-1                    481200           1950
     16980788       GR5. 1YRHARD/2YRSOFT                                                 II-1                    773930        2814.58
     16980800       GR5. 1YRHARD/2YRSOFT                                                 II-1                    441100         1787.5
     16980804       GR5. 1YRHARD/2YRSOFT                                                 II-2                    253432           1106
     16980807       GR3. 1YRHARD                                                         II-1                 189221.87         786.46
     16980818       GR1. NOPP                                                            II-1                    332830         1452.5
     16980831       GR5. 1YRHARD/2YRSOFT                                                 II-1                 243156.37         934.83
     16980870       GR5. 1YRHARD/2YRSOFT                                                 II-1                  240519.8         949.68
     16980881       GR5. 1YRHARD/2YRSOFT                                                 II-2                    396990           1485
     16980889       GR5. 1YRHARD/2YRSOFT                                                 II-2                    184460         651.67
     16980891       GR5. 1YRHARD/2YRSOFT                                                 II-1                    922300        3354.17
     16980895       GR5. 1YRHARD/2YRSOFT                                                 II-1                    224560         933.33
     16980909       GR2. SOFTPP/OTHER                                                    II-2                    200500         791.67
     16980918       GR5. 1YRHARD/2YRSOFT                                                 II-1                    445110        1803.75
     16980973       GR5. 1YRHARD/2YRSOFT                                                 II-1                  223998.6         907.73
     16981008       GR3. 3YR HARD                                                           I                 279282.86         900.43
     16981019       GR5. 1YRHARD/2YRSOFT                                                 II-1                 518793.75        2048.44
     16981073       GR1. NOPP                                                            II-1                    882200           3850
     16981108       GR1. NOPP                                                            II-1                    328820           1435
     16981133       GR1. NOPP                                                            II-1                    565410        2526.25
     16981149       GR3. 1YRHARD                                                         II-2                    200500         583.33
     16981194       GR3. 1YRHARD                                                         II-1                    263200         1151.5
     16981206       GR1. NOPP                                                            II-2                    244610         864.17
     16981227       GR5. 1YRHARD/2YRSOFT                                                 II-2                    368920        1648.33
     16981257       GR1. NOPP                                                            II-2                    344860        1540.83
     16981276       GR2. SOFTPP/OTHER                                                    II-1                    258244         912.33
     16981331       GR5. 1YRHARD/2YRSOFT                                                 II-1                    392980         1592.5
     16981332       GR5. 1YRHARD/2YRSOFT                                                 II-1                 347616.88        1011.35
     16981337       GR1. NOPP                                                            II-1                    240600            850
     16981427       GR3. 3YR HARD                                                           I                 648898.11        1643.56
     16981439       GR3. 1YRHARD                                                         II-1                 846210.25        3780.86
     16981479       GR3. 3YR HARD                                                           I                 502173.22        1264.28
     16981604       GR1. NOPP                                                            II-1                    194886            729
     16981612       GR5. 1YRHARD/2YRSOFT                                                 II-1                    982450        4083.33
     16981638       GR1. NOPP                                                            II-1                    296740         955.83
     16981786       GR5. 1YRHARD/2YRSOFT                                                 II-1                    585460        2250.83
     16981787       GR1. NOPP                                                            II-2                 403004.99        1549.38
     16981795       GR3. 3YR HARD                                                           I                 422599.95        1065.54
     16981822       GR5. 1YRHARD/2YRSOFT                                                 II-1                    453130        1836.25
     16982839       GR2. SOFTPP/OTHER                                                    II-1                   1002500           4375
     16982873       GR3. 3YR HARD                                                           I                 431411.79        1308.21
     16982881       GR5. 1YRHARD/2YRSOFT                                                 II-1                    441100           1925
     16982900       GR3. 3YR HARD                                                           I                 483516.69        1790.81
     16982925       GR3. 1YRHARD                                                         II-2                    160400            650
     16982938       GR1. NOPP                                                            II-1                    421050        1706.25
     16982948       GR5. 1YRHARD/2YRSOFT                                                 II-1                    483606        1959.75
     16982956       GR1. NOPP                                                            II-1                    625560           2730
     16982979       GR5. 1YRHARD/2YRSOFT                                                 II-2                 561901.25        2277.03
     16983005       GR3. 3YR HARD                                                           I                 529876.74        1698.26
     16983010       GR2. SOFTPP/OTHER                                                    II-1                    465160        1836.67
     16983032       GR2. SOFTPP/OTHER                                                    II-2                    364910         1592.5
     16980596       GR5. 1YRHARD/2YRSOFT                                                 II-2                    234986         903.42
     16980598       GR5. 1YRHARD/2YRSOFT                                                 II-1                 700538.98        2984.42
     16980603       GR5. 1YRHARD/2YRSOFT                                                 II-1                    721800           2475
     16983080       GR1. NOPP                                                            II-1                 651624.99         2437.5
     16984642       GR1. NOPP                                                            II-1                    407015        1268.75
     16984691       GR3. 3YR HARD                                                           I                 203654.17         515.83
     16984696       GR2. 1YR/Other                                                          I                 191542.45         617.55
     16984706       GR1. NOPP                                                            II-1                 398573.95        1532.34
     16984717       GR3. 3YR HARD                                                           I                 522260.15        1314.85
     16984721       GR5. 1YRHARD/2YRSOFT                                                 II-1                 349671.82        1344.33
     16984730       GR2. 1YR/Other                                                          I                 483179.51        1223.82
     16984746       GR5. 1YRHARD/2YRSOFT                                                 II-1                    348870         1232.5
     16984754       GR5. 1YRHARD/2YRSOFT                                                 II-1                    465160        2078.33
     16984759       GR5. 1YRHARD/2YRSOFT                                                 II-1                    272680        1133.33
     16984762       GR1. NOPP                                                            II-2                    210525         831.25
     16984767       GR1. NOPP                                                            II-1                    545360        1983.33
     16984788       GR1. NOPP                                                            II-1                    258244        1153.83
     16984815       GR1. NOPP                                                            II-1                    542954        1974.58
     16984817       GR1. NOPP                                                            II-2                  297742.5        1020.94
     16984826       GR1. NOPP                                                            II-2                  127718.5         477.75
     16984838       GR5. 1YRHARD/2YRSOFT                                                 II-2                    230174            861
     16984856       GR5. 1YRHARD/2YRSOFT                                                 II-1                    149172          604.5
     16984914       GR1. NOPP                                                            II-1                    737840        1993.33
     16984959       GR1. NOPP                                                            II-2                  375937.5        1171.88
     16984985       GR5. 1YRHARD/2YRSOFT                                                 II-1                    577440           2340
     16985003       GR5. 1YRHARD/2YRSOFT                                                 II-1                    252630        1076.25
     16985013       GR5. 1YRHARD/2YRSOFT                                                 II-1                  165532.8          705.2
     16980668       GR1. NOPP                                                            II-2                  153382.5         573.75
     16980674       GR5. 1YRHARD/2YRSOFT                                                 II-1                    401000           1625
     16980704       GR5. 1YRHARD/2YRSOFT                                                 II-2                  385962.5        1684.38
     16980717       GR5. 1YRHARD/2YRSOFT                                                 II-1                    352078        1390.17
     16980718       GR1. NOPP                                                            II-2                    279096           1218
     16980719       GR5. 1YRHARD/2YRSOFT                                                 II-1                 515786.25        1875.78
     16978782       GR1. NOPP                                                            II-2                    264660            990
     16978800       GR5. 1YRHARD/2YRSOFT                                                 II-1                 254327.24        1057.05
     16978819       GR2. SOFTPP/OTHER                                                    II-2                    280700        1079.17
     16978855       GR1. NOPP                                                            II-1                    300750         1062.5
     16978857       GR5. 1YRHARD/2YRSOFT                                                 II-2                 202702.49         737.18
     16978859       GR3. 3YR HARD                                                           I                 861941.03        2778.97
     16978860       GR5. 1YRHARD/2YRSOFT                                                 II-2                    214134            801
     16978882       GR1. NOPP                                                            II-1                 276589.75        1034.63
     16978909       GR5. 1YRHARD/2YRSOFT                                                 II-2                 280659.52        1166.67
     16978922       GR5. 1YRHARD/2YRSOFT                                                 II-1                    521300        2004.17
     16978941       GR3. 1YRHARD                                                         II-1                 500698.62        1768.89
     16978967       GR1. NOPP                                                            II-2                 271814.89           1017
     16978968       GR1. NOPP                                                            II-1                    346464           1260
     16978991       GR5. 1YRHARD/2YRSOFT                                                 II-2                    288720           1020
     16979019       GR5. 1YRHARD/2YRSOFT                                                 II-1                    244610         965.83
     16979051       GR5. 1YRHARD/2YRSOFT                                                 II-1                    413030        1716.67
     16979069       GR5. 1YRHARD/2YRSOFT                                                 II-1                    651625        2843.75
     16979092       GR3. 1YRHARD                                                         II-1                    409020         1317.5
     16979096       GR5. 1YRHARD/2YRSOFT                                                 II-1                    265061         963.96
     16979132       GR5. 1YRHARD/2YRSOFT                                                 II-1                    441100           1925
     16979141       GR1. NOPP                                                            II-2                    232580         918.33
     16979142       GR2. SOFTPP/OTHER                                                    II-1                  418042.5        1824.38
     16979161       GR5. 1YRHARD/2YRSOFT                                                 II-1                 500095.13        1606.83
     16979173       GR5. 1YRHARD/2YRSOFT                                                 II-2                 211053.44         853.13
     16979191       GR3. 3YR HARD                                                           I                 343301.84        1271.49
     16979226       GR5. 1YRHARD/2YRSOFT                                                 II-2                    368920        1341.67
     16979235       GR3. 1YRHARD                                                         II-1                 553864.11        2066.63
     16979266       GR5. 1YRHARD/2YRSOFT                                                 II-1                    208520            780
     16979273       GR5. 1YRHARD/2YRSOFT                                                 II-1                    601500           2000
     16979289       GR5. 1YRHARD/2YRSOFT                                                 II-1                 475412.57        1728.95
     16979296       GR5. 1YRHARD/2YRSOFT                                                 II-1                    413030           1545
     16979302       GR1. NOPP                                                            II-1                    392980        1674.17
     16979352       GR5. 1YRHARD/2YRSOFT                                                 II-2                    279898        1076.08
     16979398       GR1. NOPP                                                            II-1                    473180           1475
     16979400       GR5. 1YRHARD/2YRSOFT                                                 II-1                  294173.6         1192.1
     16979406       GR5. 1YRHARD/2YRSOFT                                                 II-2                 390974.99        1421.88
     16979418       GR1. NOPP                                                            II-2                 307266.25        1149.38
     16973908       GR1. NOPP                                                            II-1                 964815.75           3900
     16973912       GR1. NOPP                                                            II-1                 482407.37           1750
     16973924       GR5. 1YRHARD/2YRSOFT                                                 II-1                    212530         750.83
     16973955       GR3. 3YR HARD                                                           I                 404633.43        1304.57
     16973965       GR5. 1YRHARD/2YRSOFT                                                 II-2                    251828           1099
     16974001       GR1. NOPP                                                            II-1                    111879            465
     16974010       GR3. 3YR HARD                                                           I                 247579.59         627.08
     16974012       GR5. 1YRHARD/2YRSOFT                                                 II-2                    170225         548.96
     16974042       GR5. 1YRHARD/2YRSOFT                                                 II-1                  187387.3         700.95
     16974063       GR1. NOPP                                                            II-1                    352880        1283.33
     16974065       GR3. 3YR HARD                                                           I                  499319.2        1514.13
     16974076       GR5. 1YRHARD/2YRSOFT                                                 II-1                  240519.8          899.7
     16974081       GR5. 1YRHARD/2YRSOFT                                                 II-1                    352880           1320
     16974087       GR5. 1YRHARD/2YRSOFT                                                 II-2                    356890        1446.25
     16974091       GR5. 1YRHARD/2YRSOFT                                                 II-2                    320800        1266.67
     16974099       GR1. NOPP                                                            II-1                   1002500           3750
     16974106       GR5. 1YRHARD/2YRSOFT                                                 II-1                    228169          853.5
     16974114       GR5. 1YRHARD/2YRSOFT                                                 II-2                 349621.88        1126.17
     16974123       GR5. 1YRHARD/2YRSOFT                                                 II-1                  208439.8         801.36
     16974150       GR1. NOPP                                                            II-1                   1684200           6475
     16974157       GR2. SOFTPP/OTHER                                                    II-1                    296740           1295
     16974163       GR5. 1YRHARD/2YRSOFT                                                 II-1                  426062.5        1638.02
     16974181       GR5. 1YRHARD/2YRSOFT                                                 II-1                    188470         744.17
     16974208       GR2. SOFTPP/OTHER                                                    II-1                    442704           1840
     16979495       GR5. 1YRHARD/2YRSOFT                                                 II-1                    252630          892.5
     16979522       GR3. 1YRHARD                                                         II-2                    397792           1364
     16974234       GR1. NOPP                                                            II-2                    186465            620
     16974244       GR5. 1YRHARD/2YRSOFT                                                 II-2                  189472.5         826.88
     16974246       GR5. 1YRHARD/2YRSOFT                                                 II-2                    415035        1466.25
     16974251       GR1. NOPP                                                            II-1                 490523.25        1732.94
     16979558       GR5. 1YRHARD/2YRSOFT                                                 II-2                    300750        1093.75
     16979564       GR5. 1YRHARD/2YRSOFT                                                 II-2                    276690           1150
     16979570       GR5. 1YRHARD/2YRSOFT                                                 II-1                    441100           1925
     16979572       GR2. 1YR/Other                                                          I                 391335.47          991.2
     16980361       GR5. 1YRHARD/2YRSOFT                                                 II-2                    268670        1088.75
     16980367       GR1. NOPP                                                            II-1                    388970           1455
     16974344       GR1. NOPP                                                            II-1                 958640.62        3386.72
     16974361       GR1. NOPP                                                            II-2                    254635         926.04
     16974369       GR2. SOFTPP/OTHER                                                    II-1                    552578        2239.25
     16980373       GR3. 1YRHARD                                                         II-1                 671350.44           2505
     16980381       GR1. NOPP                                                            II-1                    493230         2152.5
     16980383       GR3. 3YR HARD                                                           I                 455226.98        1153.02
     16980389       GR1. NOPP                                                            II-1                    324810         1417.5
     16980393       GR5. 1YRHARD/2YRSOFT                                                 II-2                    392980        1551.67
     16980455       GR5. 1YRHARD/2YRSOFT                                                 II-2                    372930        1588.75
     16980496       GR1. NOPP                                                            II-2                    212530         883.33
     16980511       GR5. 1YRHARD/2YRSOFT                                                 II-2                    417040           1820
     16980525       GR2. 1YR/Other                                                          I                 279018.22         900.59
     16974404       GR1. NOPP                                                            II-1                    633580        2238.33
     16974415       GR1. NOPP                                                            II-1                    591876         2398.5
     16980531       GR3. 3YR HARD                                                           I                 482846.59        1556.74
     16980538       GR5. 1YRHARD/2YRSOFT                                                 II-2                 326628.84        1049.48
     16980544       GR1. NOPP                                                            II-2                 108126.11         691.22
     16980572       GR5. 1YRHARD/2YRSOFT                                                 II-1                  309772.5           1030
     16980577       GR5. 1YRHARD/2YRSOFT                                                 II-1                    306364         1241.5
     16980579       GR5. 1YRHARD/2YRSOFT                                                 II-1                    304760        1266.67
     16980588       GR1. NOPP                                                            II-1                  336238.5         943.31
     16974432       GR3. 1YRHARD                                                         II-2                    360900           1200
     16974444       GR2. SOFTPP/OTHER                                                    II-2                    260650        1002.08
     16974448       GR1. NOPP                                                            II-1                    330424        1098.67
     16978710       GR5. 1YRHARD/2YRSOFT                                                 II-2                  231176.5         864.75
     16978734       GR5. 1YRHARD/2YRSOFT                                                 II-1                  352799.8        1539.65
     16836982       GR1. NOPP                                                            II-2                 299634.58         1177.6
     16845192       GR5. 1YRHARD/2YRSOFT                                                 II-1                 196845.68         796.25
     16845193       GR5. 1YRHARD/2YRSOFT                                                 II-1                    196983         775.83
     16845194       GR1. NOPP                                                            II-1                 454267.18        1742.08
     16845195       GR5. 1YRHARD/2YRSOFT                                                 II-1                 217083.49            855
     16845197       GR1. NOPP                                                            II-2                 407047.09        1599.17
     16845199       GR1. NOPP                                                            II-1                    545360        2323.33
     16845200       GR5. 1YRHARD/2YRSOFT                                                 II-1                 213599.46         728.75
     16845201       GR5. 1YRHARD/2YRSOFT                                                 II-1                 611049.19        2153.33
     16845202       GR5. 1YRHARD/2YRSOFT                                                 II-1                 209569.44         736.67
     16845203       GR1. NOPP                                                            II-1                 282917.87          877.5
     16845204       GR5. 1YRHARD/2YRSOFT                                                 II-1                 490446.73        1474.17
     16845205       GR5. 1YRHARD/2YRSOFT                                                 II-1                 108814.82         371.25
     16845206       GR5. 1YRHARD/2YRSOFT                                                 II-1                    352078        1060.92
     16845207       GR5. 1YRHARD/2YRSOFT                                                 II-1                 351353.65        1383.83
     16845208       GR5. 1YRHARD/2YRSOFT                                                 II-1                  263320.8         1034.5
     16845209       GR5. 1YRHARD/2YRSOFT                                                 II-1                  385925.8           1360
     16845211       GR1. NOPP                                                            II-1                 514567.74        1813.33
     16845212       GR5. 1YRHARD/2YRSOFT                                                 II-1                 194490.93         846.65
     16845213       GR1. NOPP                                                            II-2                 293464.86        1216.67
     16845215       GR5. 1YRHARD/2YRSOFT                                                 II-1                 257283.94         933.33
     16845216       GR1. NOPP                                                            II-1                 546406.33        1812.27
     16845218       GR5. 1YRHARD/2YRSOFT                                                 II-1                 281404.16          962.5
     16845219       GR5. 1YRHARD/2YRSOFT                                                 II-1                 195130.06         829.21
     16845220       GR5. 1YRHARD/2YRSOFT                                                 II-1                 207906.91          709.5
     16845221       GR5. 1YRHARD/2YRSOFT                                                 II-1                 217630.31          832.5
     16845222       GR5. 1YRHARD/2YRSOFT                                                 II-1                 396138.72           1485
     16845223       GR5. 1YRHARD/2YRSOFT                                                 II-1                  459855.3        1858.84
     16845224       GR5. 1YRHARD/2YRSOFT                                                 II-1                 265324.13            990
     16845225       GR5. 1YRHARD/2YRSOFT                                                 II-1                 269264.14        1144.24
     16845227       GR1. NOPP                                                            II-2                 402006.25           1500
     16845228       GR1. NOPP                                                            II-2                 120601.72          387.5
     16845229       GR5. 1YRHARD/2YRSOFT                                                 II-1                 348209.05           1404
     16845230       GR5. 1YRHARD/2YRSOFT                                                 II-1                 245841.64         940.42
     16845231       GR5. 1YRHARD/2YRSOFT                                                 II-1                  594969.1        2158.33
     16845233       GR5. 1YRHARD/2YRSOFT                                                 II-1                 182970.66         699.92
     16845234       GR1. NOPP                                                            II-2                 287233.33        1132.08
     16845235       GR5. 1YRHARD/2YRSOFT                                                 II-1                  115697.4          431.7
     16845237       GR5. 1YRHARD/2YRSOFT                                                 II-1                 223272.41            831
     16845238       GR5. 1YRHARD/2YRSOFT                                                 II-1                 270021.75         893.33
     16845239       GR5. 1YRHARD/2YRSOFT                                                 II-1                 269344.19           1005
     16845240       GR1. NOPP                                                            II-1                 683408.09        2620.83
     16845241       GR5. 1YRHARD/2YRSOFT                                                 II-1                  365825.6        1327.08
     16845242       GR1. NOPP                                                            II-2                 419092.06        1780.94
     16845243       GR5. 1YRHARD/2YRSOFT                                                 II-1                 164822.56            615
     16845244       GR5. 1YRHARD/2YRSOFT                                                 II-1                 253795.93         944.81
     16845245       GR1. NOPP                                                            II-1                 314355.39         1267.5
     16845246       GR5. 1YRHARD/2YRSOFT                                                 II-1                    249244         981.67
     16845247       GR5. 1YRHARD/2YRSOFT                                                 II-1                  246027.7            867
     16845248       GR5. 1YRHARD/2YRSOFT                                                 II-1                 263816.39         902.34
     16845249       GR5. 1YRHARD/2YRSOFT                                                 II-1                 407030.69        1265.63
     16845250       GR5. 1YRHARD/2YRSOFT                                                 II-1                 410046.06         1402.5
     16845251       GR5. 1YRHARD/2YRSOFT                                                 II-1                 477173.86        1726.67
     16845252       GR5. 1YRHARD/2YRSOFT                                                 II-1                 553964.75        2124.42
     16845253       GR5. 1YRHARD/2YRSOFT                                                 II-1                 314354.16           1105
     16845254       GR1. NOPP                                                            II-2                 104119.65         399.29
     16845255       GR5. 1YRHARD/2YRSOFT                                                 II-1                  192963.1            760
     16845256       GR1. NOPP                                                            II-2                 147327.33         580.26
     16845257       GR1. NOPP                                                            II-1                 442207.22         1787.5
     16845259       GR5. 1YRHARD/2YRSOFT                                                 II-1                 222611.25         945.99
     16845260       GR5. 1YRHARD/2YRSOFT                                                 II-1                 265324.26           1045
     16845261       GR5. 1YRHARD/2YRSOFT                                                 II-1                 407048.35        1430.83
     16845262       GR1. NOPP                                                            II-1                 231333.15         908.83
     16845263       GR1. NOPP                                                            II-2                  223113.4         809.38
     16845264       GR1. NOPP                                                            II-1                 293464.72        1155.83
     16845265       GR1. NOPP                                                            II-2                 214872.54         713.33
     16845266       GR1. NOPP                                                            II-2                 391099.32        1256.62
     16845267       GR1. NOPP                                                            II-1                 409925.03        1232.14
     16845268       GR1. NOPP                                                            II-2                  138268.9         547.83
     16845269       GR5. 1YRHARD/2YRSOFT                                                 II-1                 241810.33            775
     16845270       GR5. 1YRHARD/2YRSOFT                                                 II-1                 653661.99        2371.25
     16845272       GR5. 1YRHARD/2YRSOFT                                                 II-1                 329614.75         1332.5
     16845273       GR5. 1YRHARD/2YRSOFT                                                 II-1                 300501.83           1000
     16845274       GR5. 1YRHARD/2YRSOFT                                                 II-1                  482407.5           1800
     16845275       GR5. 1YRHARD/2YRSOFT                                                 II-1                 141436.71          469.1
     16845276       GR1. NOPP                                                            II-1                 434166.97           1710
     16845277       GR1. NOPP                                                            II-2                 177109.97            663
     16845278       GR5. 1YRHARD/2YRSOFT                                                 II-1                 127534.22            371
     16845279       GR1. NOPP                                                            II-1                 381906.34        1583.33
     16845176       GR1. NOPP                                                            II-1                 461704.42        1818.46
     16845177       GR1. NOPP                                                            II-1                 353966.14           1174
     16845178       GR1. NOPP                                                            II-1                 233163.32         749.17
     16845179       GR5. 1YRHARD/2YRSOFT                                                 II-1                 285337.97         1150.5
     16845180       GR5. 1YRHARD/2YRSOFT                                                 II-1                 241203.87            950
     16845181       GR5. 1YRHARD/2YRSOFT                                                 II-1                 517924.28        2034.76
     16845182       GR1. NOPP                                                            II-2                 298233.44        1048.33
     16845183       GR5. 1YRHARD/2YRSOFT                                                 II-1                 251655.65         834.67
     16845186       GR5. 1YRHARD/2YRSOFT                                                 II-1                 554768.77         2127.5
     16845187       GR1. NOPP                                                            II-2                 386897.13           1320
     16845188       GR5. 1YRHARD/2YRSOFT                                                 II-1                 313463.97           1040
     16845189       GR1. NOPP                                                            II-1                 252288.58          782.5
     16845190       GR5. 1YRHARD/2YRSOFT                                                 II-1                 229143.32            760
     17002450       GR5. 1YRHARD/2YRSOFT                                                 II-1                 546440.19        2226.25
     16833469       GR1. NOPP                                                            II-1                 336199.58        1141.25
     16833470       GR3. 1YRHARD                                                         II-2                 249872.03         981.67
     16833472       GR1. NOPP                                                            II-1                 458431.37        1374.48
     16833475       GR1. NOPP                                                            II-2                  166867.8         636.71
     16833476       GR5. 1YRHARD/2YRSOFT                                                 II-1                 290174.21           1170
     16833478       GR5. 1YRHARD/2YRSOFT                                                 II-1                 281307.34        1076.08
     16833481       GR1. NOPP                                                            II-2                 120924.92          387.5
     16833482       GR1. NOPP                                                            II-2                 225691.05            910
     16833483       GR1. NOPP                                                            II-2                 103173.22         437.33
     16833484       GR3. 1YRHARD                                                         II-1                 136258.83          495.1
     16833485       GR3. 1YRHARD                                                         II-1                 157096.97         617.18
     16833486       GR5. 1YRHARD/2YRSOFT                                                 II-2                 159191.43         460.83
     16833488       GR1. NOPP                                                            II-2                 216169.21         804.56
     16833489       GR1. NOPP                                                            II-1                 165237.18         546.67
     16833490       GR3. 1YRHARD                                                         II-1                 363671.82        1052.77
     16833491       GR1. NOPP                                                            II-2                 208462.67         758.33
     16833492       GR3. 1YRHARD                                                         II-2                 166144.15            550
     16833494       GR5. 1YRHARD/2YRSOFT                                                 II-2                 189418.83            705
     16833495       GR1. NOPP                                                            II-1                 538270.78        1443.27
     16833496       GR3. 1YRHARD                                                         II-1                  596469.2           2405
     16833497       GR3. 1YRHARD                                                         II-2                 286784.16        1153.75
     16833498       GR5. 1YRHARD/2YRSOFT                                                 II-2                 104784.89            390
     16833500       GR5. 1YRHARD/2YRSOFT                                                 II-1                 505043.14        1614.58
     16833501       GR5. 1YRHARD/2YRSOFT                                                 II-1                 270022.59           1005
     16833502       GR5. 1YRHARD/2YRSOFT                                                 II-2                 188888.75         777.61
     16833503       GR3. 1YRHARD                                                         II-1                 564844.51        2155.25
     16833504       GR5. 1YRHARD/2YRSOFT                                                 II-1                 492925.95           1830
     16833505       GR3. 1YRHARD                                                         II-1                 517173.04           2240
     16833506       GR5. 1YRHARD/2YRSOFT                                                 II-1                 419141.17        1776.67
     16833507       GR5. 1YRHARD/2YRSOFT                                                 II-1                 348860.99        1298.44
     16833508       GR3. 1YRHARD                                                         II-1                  338537.1           1435
     16833509       GR1. NOPP                                                            II-1                 360247.87        1266.32
     16833510       GR1. NOPP                                                            II-1                 383839.97        1702.08
     16833511       GR3. 1YRHARD                                                         II-1                 328613.14        1469.17
     16833512       GR5. 1YRHARD/2YRSOFT                                                 II-1                 250453.47         1007.5
     16833513       GR3. 1YRHARD                                                         II-1                 217631.16            945
     16833514       GR1. NOPP                                                            II-2                 151131.34         468.75
     16833516       GR5. 1YRHARD/2YRSOFT                                                 II-1                 403000.41        1291.67
     16833517       GR3. 1YRHARD                                                         II-1                 281303.31        1134.25
     16833518       GR5. 1YRHARD/2YRSOFT                                                 II-1                  627098.7         2528.5
     16833519       GR5. 1YRHARD/2YRSOFT                                                 II-2                 343372.27         1313.5
     16833521       GR3. 1YRHARD                                                         II-1                 463471.61           1725
     16833522       GR1. NOPP                                                            II-2                 411835.81        1622.92
     16833523       GR5. 1YRHARD/2YRSOFT                                                 II-2                 245087.95         991.25
     16833524       GR5. 1YRHARD/2YRSOFT                                                 II-1                 570150.55         1888.6
     16833525       GR5. 1YRHARD/2YRSOFT                                                 II-1                 398989.22         1567.5
     16833527       GR3. 1YRHARD                                                         II-1                 307907.24        1273.33
     16833528       GR5. 1YRHARD/2YRSOFT                                                 II-1                 418335.46         1816.5
     16833530       GR5. 1YRHARD/2YRSOFT                                                 II-1                 439290.81        1680.42
     16833531       GR1. NOPP                                                            II-1                 378839.43           1645
     16833533       GR5. 1YRHARD/2YRSOFT                                                 II-1                 539038.47        2117.71
     16833534       GR5. 1YRHARD/2YRSOFT                                                 II-2                 382868.15        1464.58
     16833535       GR5. 1YRHARD/2YRSOFT                                                 II-1                 477176.09        2022.67
     16833536       GR1. NOPP                                                            II-1                 461458.67        2003.75
     16833537       GR5. 1YRHARD/2YRSOFT                                                 II-1                 487652.73           1815
     16833538       GR5. 1YRHARD/2YRSOFT                                                 II-2                 415110.98        1759.58
     16833539       GR1. NOPP                                                            II-1                1682607.36        6784.38
     16833540       GR5. 1YRHARD/2YRSOFT                                                 II-1                 548107.69        2323.33
     16833541       GR5. 1YRHARD/2YRSOFT                                                 II-1                 306294.76        1203.33
     16833542       GR5. 1YRHARD/2YRSOFT                                                 II-1                 467502.52        1836.67
     16833543       GR5. 1YRHARD/2YRSOFT                                                 II-2                 382060.02           1185
     16833544       GR1. NOPP                                                            II-1                 233750.35          797.5
     16833545       GR3. 1YRHARD                                                         II-1                 322414.77        1166.67
     16833548       GR3. 1YRHARD                                                         II-1                  632732.6        1439.17
     16833550       GR3. 1YRHARD                                                         II-1                 390425.61        1535.83
     16833551       GR3. 1YRHARD                                                         II-1                 455410.87        1647.92
     16833552       GR5. 1YRHARD/2YRSOFT                                                 II-2                 421211.23        1694.06
     16833553       GR3. 1YRHARD                                                         II-1                 419388.47           1384
     16833554       GR3. 1YRHARD                                                         II-1                 529291.81        2128.75
     16833556       GR5. 1YRHARD/2YRSOFT                                                 II-1                 531985.63           2090
     16833557       GR3. 1YRHARD                                                         II-1                  564226.3           2100
     16833558       GR1. NOPP                                                            II-2                  149357.1         433.13
     16833560       GR3. 1YRHARD                                                         II-1                 246646.51          841.5
     16833562       GR5. 1YRHARD/2YRSOFT                                                 II-1                 354606.45        1356.47
     16833563       GR5. 1YRHARD/2YRSOFT                                                 II-2                 332429.06        1134.38
     16833565       GR3. 1YRHARD                                                         II-1                 279614.96        1192.42
     16833566       GR5. 1YRHARD/2YRSOFT                                                 II-1                 382866.63         1263.5
     16833567       GR5. 1YRHARD/2YRSOFT                                                 II-1                 411080.77         1742.5
     16833569       GR5. 1YRHARD/2YRSOFT                                                 II-1                 374002.03        1469.33
     16833570       GR5. 1YRHARD/2YRSOFT                                                 II-1                 564224.98           1925
     16833571       GR1. NOPP                                                            II-1                 663363.76        1783.17
     16833572       GR3. 1YRHARD                                                         II-1                 572288.92        2425.83
     16833575       GR1. NOPP                                                            II-2                 324833.15           1209
     16833576       GR1. NOPP                                                            II-1                 546090.88        2088.96
     16833577       GR3. 1YRHARD                                                         II-1                 294947.04        1064.58
     16833579       GR3. 1YRHARD                                                         II-1                 630299.73           2405
     16833581       GR3. 1YRHARD                                                         II-2                 333161.62        1130.94
     16833582       GR5. 1YRHARD/2YRSOFT                                                 II-1                 533335.53           2365
     16833583       GR2. SOFTPP/OTHER                                                    II-1                 258581.68            800
     16833584       GR3. 1YRHARD                                                         II-1                 454140.45         1826.5
     16833585       GR3. 1YRHARD                                                         II-1                 288663.11        1193.75
     16836768       GR5. 1YRHARD/2YRSOFT                                                 II-2                 284379.67         999.64
     16836770       GR1. NOPP                                                            II-1                 264184.86        1065.35
     16836771       GR5. 1YRHARD/2YRSOFT                                                 II-1                 241811.09            875
     16836772       GR5. 1YRHARD/2YRSOFT                                                 II-1                 475562.18           1770
     16836773       GR1. NOPP                                                            II-1                 417528.12        1640.33
     16836775       GR1. NOPP                                                            II-1                 492328.13         1883.3
     16836776       GR5. 1YRHARD/2YRSOFT                                                 II-2                 394959.65        1633.33
     16836778       GR5. 1YRHARD/2YRSOFT                                                 II-1                 431231.11        1738.75
     16836781       GR5. 1YRHARD/2YRSOFT                                                 II-2                 282112.94        1020.83
     16836782       GR5. 1YRHARD/2YRSOFT                                                 II-2                  218889.4         792.06
     16836783       GR5. 1YRHARD/2YRSOFT                                                 II-2                 390929.43        1616.67
     16836785       GR5. 1YRHARD/2YRSOFT                                                 II-2                 241811.84            975
     16836786       GR5. 1YRHARD/2YRSOFT                                                 II-2                 286116.79          887.5
     16836788       GR5. 1YRHARD/2YRSOFT                                                 II-1                 411077.88           1360
     16836789       GR1. NOPP                                                            II-2                 153146.91         538.33
     16836791       GR1. NOPP                                                            II-2                 269343.84         865.42
     16836793       GR5. 1YRHARD/2YRSOFT                                                 II-2                 162013.55            603
     16836794       GR5. 1YRHARD/2YRSOFT                                                 II-2                 356981.36           1258
     16836795       GR1. NOPP                                                            II-1                 616621.63         2677.5
     16836796       GR5. 1YRHARD/2YRSOFT                                                 II-1                 228107.92         754.67
     16836797       GR1. NOPP                                                            II-1                 431229.09        1471.25
     16836798       GR5. 1YRHARD/2YRSOFT                                                 II-2                 409466.76        1481.67
     16836805       GR5. 1YRHARD/2YRSOFT                                                 II-2                 240091.87            894
     16836806       GR5. 1YRHARD/2YRSOFT                                                 II-2                 386897.44           1360
     16836808       GR5. 1YRHARD/2YRSOFT                                                 II-1                 148310.91            552
     16836809       GR5. 1YRHARD/2YRSOFT                                                 II-1                 469919.91           1749
     16836812       GR5. 1YRHARD/2YRSOFT                                                 II-1                 274052.56         991.67
     16836814       GR1. NOPP                                                            II-2                 360167.82        1340.51
     16836815       GR5. 1YRHARD/2YRSOFT                                                 II-1                 336115.61        1077.25
     16836817       GR1. NOPP                                                            II-1                 322353.64        1035.92
     16836818       GR5. 1YRHARD/2YRSOFT                                                 II-1                 270995.05          929.5
     16836820       GR5. 1YRHARD/2YRSOFT                                                 II-1                 361805.91         1462.5
     16836821       GR1. NOPP                                                            II-2                  78991.49          269.5
     16836822       GR5. 1YRHARD/2YRSOFT                                                 II-1                 107657.27          401.7
     16836825       GR1. NOPP                                                            II-1                 274938.16          909.6
     16836826       GR1. NOPP                                                            II-1                 357880.68           1332
     16836827       GR1. NOPP                                                            II-1                 463470.87        1629.17
     16836828       GR1. NOPP                                                            II-1                 299763.97         929.75
     16836829       GR1. NOPP                                                            II-1                 241782.14            875
     16836830       GR5. 1YRHARD/2YRSOFT                                                 II-1                 572286.69           2130
     16836832       GR5. 1YRHARD/2YRSOFT                                                 II-1                 482007.48        1395.33
     16836837       GR5. 1YRHARD/2YRSOFT                                                 II-1                 181349.59         618.75
     16836838       GR1. NOPP                                                            II-1                  289444.5           1080
     16836839       GR5. 1YRHARD/2YRSOFT                                                 II-1                 366744.52        1023.75
     16836840       GR5. 1YRHARD/2YRSOFT                                                 II-1                  237183.5         811.25
     16836842       GR1. NOPP                                                            II-1                 438403.84         1631.7
     16836843       GR5. 1YRHARD/2YRSOFT                                                 II-1                 265992.41            990
     16836846       GR1. NOPP                                                            II-1                 480599.54        1739.06
     16836847       GR5. 1YRHARD/2YRSOFT                                                 II-2                 253901.64         918.75
     16836849       GR5. 1YRHARD/2YRSOFT                                                 II-2                 271625.25         982.92
     16836851       GR1. NOPP                                                            II-2                 297426.71         953.25
     16836852       GR5. 1YRHARD/2YRSOFT                                                 II-1                 245841.46            915
     16836853       GR5. 1YRHARD/2YRSOFT                                                 II-1                1031120.28        3423.19
     16836854       GR5. 1YRHARD/2YRSOFT                                                 II-1                 198285.71          799.5
     16836855       GR1. NOPP                                                            II-1                 378837.67           1410
     16836857       GR5. 1YRHARD/2YRSOFT                                                 II-1                 342565.97           1275
     16836858       GR5. 1YRHARD/2YRSOFT                                                 II-1                 208360.88         797.04
     16836859       GR1. NOPP                                                            II-1                 466492.81        1543.33
     16836860       GR5. 1YRHARD/2YRSOFT                                                 II-1                  318384.1        1086.25
     16836863       GR1. NOPP                                                            II-1                  479593.1        1884.17
     16836864       GR5. 1YRHARD/2YRSOFT                                                 II-1                 201053.19         774.69
     16836866       GR5. 1YRHARD/2YRSOFT                                                 II-1                 185388.65            690
     16836867       GR5. 1YRHARD/2YRSOFT                                                 II-1                 382864.92        1068.75
     16836868       GR1. NOPP                                                            II-2                 301036.19         872.08
     16836869       GR5. 1YRHARD/2YRSOFT                                                 II-2                 130980.79         446.88
     16836870       GR5. 1YRHARD/2YRSOFT                                                 II-2                 347603.16        1221.88
     16836872       GR5. 1YRHARD/2YRSOFT                                                 II-1                1005016.15        3958.33
     16836874       GR1. NOPP                                                            II-1                 377886.17         1527.5
     16836875       GR1. NOPP                                                            II-2                 195866.83          688.5
     16836877       GR1. NOPP                                                            II-1                 171189.89         584.06
     16836878       GR5. 1YRHARD/2YRSOFT                                                 II-2                 173045.93         608.28
     16836879       GR5. 1YRHARD/2YRSOFT                                                 II-1                 241810.15            750
     16836880       GR5. 1YRHARD/2YRSOFT                                                 II-2                 282076.95         991.67
     16836883       GR1. NOPP                                                            II-1                 415109.36           1545
     16836884       GR5. 1YRHARD/2YRSOFT                                                 II-2                 344983.82        1248.33
     16836886       GR5. 1YRHARD/2YRSOFT                                                 II-1                 483621.42           1650
     16836887       GR1. NOPP                                                            II-1                 886642.72        3483.33
     16836888       GR5. 1YRHARD/2YRSOFT                                                 II-1                 653260.32        2505.21
     16836890       GR5. 1YRHARD/2YRSOFT                                                 II-1                 390321.26        1129.92
     16836891       GR5. 1YRHARD/2YRSOFT                                                 II-1                 465888.28        1541.33
     16836892       GR1. NOPP                                                            II-1                 487153.61        1762.78
     16836894       GR1. NOPP                                                            II-2                 402006.46        1583.33
     16836895       GR1. NOPP                                                            II-1                 244229.58         934.25
     16836896       GR5. 1YRHARD/2YRSOFT                                                 II-1                 542462.02        1850.75
     16836898       GR5. 1YRHARD/2YRSOFT                                                 II-1                 638280.99        2375.63
     16836900       GR5. 1YRHARD/2YRSOFT                                                 II-2                  165237.7            615
     16836902       GR1. NOPP                                                            II-1                 286547.47        1214.63
     16836903       GR5. 1YRHARD/2YRSOFT                                                 II-2                  140048.5         448.85
     16836904       GR5. 1YRHARD/2YRSOFT                                                 II-1                 306295.94        1361.67
     16836905       GR1. NOPP                                                            II-1                    310324        1090.83
     16836906       GR5. 1YRHARD/2YRSOFT                                                 II-1                  556162.9         1667.5
     16836908       GR1. NOPP                                                            II-1                    310324        1090.83
     16836910       GR1. NOPP                                                            II-1                 334505.08        1175.83
     16836911       GR5. 1YRHARD/2YRSOFT                                                 II-1                 205539.58            765
     16836912       GR1. NOPP                                                            II-2                 204774.86          806.5
     16836914       GR5. 1YRHARD/2YRSOFT                                                 II-1                 432791.45        1566.07
     16836915       GR5. 1YRHARD/2YRSOFT                                                 II-1                 302265.27        1281.25
     16836917       GR5. 1YRHARD/2YRSOFT                                                 II-1                 127354.23          513.5
     16836919       GR1. NOPP                                                            II-1                 638382.76           2508
     16836920       GR5. 1YRHARD/2YRSOFT                                                 II-2                 227251.68         775.33
     16836921       GR5. 1YRHARD/2YRSOFT                                                 II-1                 302263.15           1000
     16836922       GR5. 1YRHARD/2YRSOFT                                                 II-1                  225690.7         863.33
     16836923       GR5. 1YRHARD/2YRSOFT                                                 II-1                 209569.13         693.33
     16836924       GR5. 1YRHARD/2YRSOFT                                                 II-1                 217629.47            855
     16836925       GR5. 1YRHARD/2YRSOFT                                                 II-1                 233131.38         799.39
     16836926       GR1. NOPP                                                            II-1                 313564.47         1007.5
     16836927       GR1. NOPP                                                            II-2                 141056.37         495.83
     16836928       GR5. 1YRHARD/2YRSOFT                                                 II-1                 221661.21         939.58
     16836930       GR5. 1YRHARD/2YRSOFT                                                 II-1                 576318.67        2383.33
     16836932       GR5. 1YRHARD/2YRSOFT                                                 II-2                  197478.9         694.17
     16836933       GR1. NOPP                                                            II-1                 233751.27         918.33
     16836934       GR1. NOPP                                                            II-1                    181278         693.44
     16836935       GR5. 1YRHARD/2YRSOFT                                                 II-1                 564223.98           1925
     16836936       GR5. 1YRHARD/2YRSOFT                                                 II-2                 244228.82         833.25
     16836937       GR1. NOPP                                                            II-2                    352880        1503.33
     16836939       GR5. 1YRHARD/2YRSOFT                                                 II-1                 400500.24        1532.03
     16836942       GR5. 1YRHARD/2YRSOFT                                                 II-2                 233751.07         894.17
     16836944       GR5. 1YRHARD/2YRSOFT                                                 II-2                 389945.96        1414.58
     16836945       GR5. 1YRHARD/2YRSOFT                                                 II-1                 439286.93        1498.75
     16836946       GR5. 1YRHARD/2YRSOFT                                                 II-1                 403017.22        1291.67
     16836948       GR1. NOPP                                                            II-1                 526405.04        1472.06
     16836949       GR1. NOPP                                                            II-2                 306294.76        1203.33
     16836951       GR5. 1YRHARD/2YRSOFT                                                 II-1                 264380.54        1011.33
     16836952       GR1. NOPP                                                            II-2                    229720            760
     16836953       GR5. 1YRHARD/2YRSOFT                                                 II-1                 201381.45          812.5
     16836954       GR1. NOPP                                                            II-1                 274051.91         906.67
     16836955       GR5. 1YRHARD/2YRSOFT                                                 II-2                 209569.44         736.67
     16836957       GR1. NOPP                                                            II-1                 741555.14        2836.67
     16836958       GR5. 1YRHARD/2YRSOFT                                                 II-2                 204532.03         761.25
     16836959       GR1. NOPP                                                            II-2                 212843.62         704.17
     16836960       GR5. 1YRHARD/2YRSOFT                                                 II-1                 192352.21            820
     16836961       GR1. NOPP                                                            II-1                 313564.31          942.5
     16836962       GR5. 1YRHARD/2YRSOFT                                                 II-1                 195967.87         729.38
     16836963       GR1. NOPP                                                            II-1                 300917.54        1057.77
     16836964       GR1. NOPP                                                            II-1                 312301.39        1001.04
     16836966       GR1. NOPP                                                            II-2                 177196.31         641.67
     16836967       GR5. 1YRHARD/2YRSOFT                                                 II-1                 515864.05           1920
     16836968       GR5. 1YRHARD/2YRSOFT                                                 II-2                 310875.28        1043.33
     16836969       GR5. 1YRHARD/2YRSOFT                                                 II-1                  205941.8         660.04
     16836971       GR1. NOPP                                                            II-2                 337526.65        1046.88
     16836974       GR1. NOPP                                                            II-1                 431978.88        1827.92
     16836975       GR1. NOPP                                                            II-1                 315483.85        1272.05
     16836976       GR5. 1YRHARD/2YRSOFT                                                 II-2                 354657.37           1430
     16836980       GR1. NOPP                                                            II-1                 733486.71         2805.8
     16990915       GR1. NOPP                                                            II-1                  333832.5         1054.5
     16996722       GR5. 1YRHARD/2YRSOFT                                                 II-2                  196289.5         734.25
     16996724       GR5. 1YRHARD/2YRSOFT                                                 II-1                 563814.05        2220.63
     16996729       GR4. 1YRHARD/1YRSOFT                                                 II-1                 315787.49        1115.63


     LOAN_SEQ                  STATED_ORIGINAL_TERM            STATED_REM_TERM              CURRENT_NET_COUPON         TRUSTFEE
     17021070                                   360                        359                               8             0
     17016424                                   360                        359                           7.375             0
     17016308                                   360                        359                           7.875             0
     17016243                                   360                        359                           7.375             0
     17015068                                   360                        359                           6.375             0
     17014875                                   360                        359                           7.125             0
     17014906                                   360                        359                           7.875             0
     17014929                                   360                        359                           8.125             0
     17014748                                   360                        359                           7.875             0
     17014806                                   360                        359                           8.125             0
     17014858                                   480                        479                           8.125             0
     17013823                                   480                        479                            7.75             0
     17013852                                   360                        359                               8             0
     17013742                                   360                        359                           7.875             0
     17013783                                   480                        479                           8.125             0
     17013629                                   360                        359                           8.375             0
     17013630                                   360                        359                           7.875             0
     17013535                                   360                        359                           7.125             0
     17013542                                   360                        359                             7.5             0
     17013551                                   360                        359                           6.875             0
     16790216                                   480                        479                            8.25             0
     16790185                                   480                        478                            7.75             0
     16785292                                   480                        479                           7.625             0
     16977999                                   360                        356                             7.5             0
     16978000                                   360                        357                           6.375             0
     16978006                                   360                        356                           6.625             0
     16978007                                   360                        357                           7.875             0
     16978016                                   360                        357                           7.875             0
     16978031                                   360                        357                           6.375             0
     16978034                                   360                        357                           6.375             0
     16978044                                   360                        356                           7.375             0
     16978049                                   360                        357                               7             0
     16978058                                   360                        357                             7.5             0
     16978061                                   360                        357                           7.625             0
     16978065                                   360                        357                           7.375             0
     16978069                                   360                        357                           7.375             0
     16978082                                   360                        357                             7.5             0
     16978092                                   360                        357                           8.125             0
     16978099                                   360                        357                           7.375             0
     16978100                                   360                        357                            6.25             0
     16978111                                   360                        357                            6.75             0
     16978118                                   360                        358                           7.375             0
     16978125                                   360                        357                           6.875             0
     16978130                                   360                        358                           7.625             0
     16978142                                   360                        357                           7.375             0
     16978146                                   360                        358                           5.625             0
     16978163                                   360                        355                           7.025             0
     16978179                                   360                        357                           6.875             0
     16978183                                   360                        357                           6.875             0
     16978202                                   360                        357                             7.8             0
     16978210                                   360                        357                               7             0
     16978224                                   360                        358                           6.375             0
     16978227                                   360                        357                           6.025             0
     16978232                                   360                        357                           7.875             0
     16978235                                   360                        357                           6.825             0
     16978248                                   360                        357                           6.875             0
     16978249                                   360                        357                           7.615             0
     16978290                                   360                        357                           6.625             0
     16978299                                   360                        357                            6.75             0
     16978308                                   360                        359                           7.565             0
     16978311                                   360                        358                           6.125             0
     16978326                                   360                        358                            6.75             0
     16978327                                   360                        358                           6.875             0
     16978344                                   360                        358                           6.875             0
     16978371                                   360                        358                           6.115             0
     16969046                                   360                        358                           7.125             0
     16969062                                   360                        358                             6.5             0
     16688246                                   360                        358                            8.25             0
     16339865                                   480                        472                           7.875             0
     16982721                                   360                        359                             7.5             0
     16982607                                   360                        359                           8.125             0
     16982730                                   360                        359                           8.125             0
     16982777                                   360                        360                           7.125             0
     16982783                                   480                        479                           8.125             0
     16982637                                   360                        359                           6.625             0
     16982790                                   360                        359                             7.5             0
     16984176                                   360                        359                             7.5             0
     16984178                                   360                        360                           7.375             0
     16984183                                   360                        360                           6.875             0
     16984190                                   360                        359                            6.75             0
     16984207                                   480                        480                           1.625             0
     16984211                                   360                        360                             7.5             0
     16984218                                   360                        359                            6.75             0
     16984236                                   360                        360                             6.5             0
     16984262                                   360                        360                             6.5             0
     16984109                                   360                        359                            8.25             0
     16984165                                   360                        360                            6.75             0
     16984273                                   360                        360                           7.375             0
     16984115                                   360                        359                           7.375             0
     16984280                                   360                        359                           7.625             0
     16984306                                   360                        359                            7.25             0
     16984312                                   480                        479                           8.125             0
     16984318                                   480                        480                           0.625             0
     16984133                                   360                        359                           6.375             0
     16984333                                   360                        360                            7.25             0
     16984139                                   360                        359                           7.125             0
     16984146                                   480                        479                           8.125             0
     16984356                                   360                        360                           1.625             0
     16984371                                   480                        480                           0.625             0
     16984373                                   360                        359                           7.625             0
     16989874                                   360                        360                           7.125             0
     16989884                                   360                        360                           7.125             0
     16989891                                   360                        360                           8.125             0
     16989897                                   480                        480                           0.625             0
     16989901                                   360                        359                             7.5             0
     16989928                                   360                        359                               8             0
     16989929                                   480                        479                            8.25             0
     16989931                                   360                        359                            6.25             0
     16982580                                   360                        359                           6.875             0
     16982687                                   360                        359                             7.5             0
     16982584                                   360                        359                           8.125             0
     16982691                                   360                        359                             6.5             0
     16982587                                   360                        359                           6.875             0
     16982589                                   360                        359                             7.5             0
     16982591                                   480                        479                            8.25             0
     16982597                                   360                        359                            8.25             0
     16982604                                   360                        359                           7.875             0
     16971798                                   360                        359                           7.875             0
     16978514                                   360                        359                           7.375             0
     16978527                                   360                        359                           7.125             0
     16978406                                   360                        360                           6.875             0
     16978572                                   360                        360                           7.375             0
     16978582                                   480                        479                           7.875             0
     16978593                                   360                        359                           8.125             0
     16978601                                   360                        359                             7.5             0
     16978634                                   360                        359                           6.375             0
     16978649                                   360                        359                            6.75             0
     16978398                                   360                        359                           8.125             0
     16980093                                   360                        359                           7.875             0
     16980221                                   360                        359                               7             0
     16980228                                   360                        359                           7.625             0
     16980235                                   360                        360                            7.75             0
     16980109                                   360                        359                           7.875             0
     16980111                                   360                        359                           8.125             0
     16980241                                   360                        359                           8.125             0
     16980261                                   480                        479                            8.25             0
     16980264                                   360                        360                            7.25             0
     16980265                                   480                        480                           1.625             0
     16980275                                   360                        359                           7.625             0
     16980278                                   360                        359                           7.125             0
     16980303                                   360                        359                           7.875             0
     16980322                                   360                        359                           7.625             0
     16980325                                   360                        360                           6.875             0
     16980329                                   480                        479                            8.25             0
     16980342                                   360                        360                            6.25             0
     16982640                                   360                        359                            6.75             0
     16982650                                   360                        359                            7.75             0
     16982664                                   360                        360                            7.25             0
     16968146                                   360                        359                           6.875             0
     16968150                                   360                        359                           7.875             0
     16968155                                   360                        359                            8.25             0
     16970181                                   360                        359                             7.5             0
     16970186                                   360                        360                             7.5             0
     16970194                                   360                        359                           8.125             0
     16970204                                   360                        359                           8.125             0
     16970091                                   360                        360                           7.125             0
     16970093                                   360                        359                           7.375             0
     16970207                                   480                        479                            8.25             0
     16970210                                   360                        360                             7.5             0
     16970225                                   360                        359                           8.125             0
     16970231                                   480                        479                            8.25             0
     16970247                                   360                        359                               7             0
     16970251                                   360                        359                           6.875             0
     16970262                                   360                        360                               7             0
     16970107                                   480                        479                               8             0
     16970287                                   360                        360                           6.875             0
     16970291                                   480                        479                           8.125             0
     16970297                                   480                        479                           8.125             0
     16970303                                   480                        479                           7.875             0
     16970315                                   360                        359                             7.5             0
     16970348                                   360                        359                           7.625             0
     16971837                                   360                        359                           6.875             0
     16971839                                   360                        360                           0.625             0
     16971754                                   360                        359                            7.25             0
     16971887                                   360                        359                            7.75             0
     16971777                                   360                        359                           7.875             0
     16912726                                   360                        359                           7.375             0
     16912729                                   480                        479                           7.875             0
     16912741                                   360                        359                            6.75             0
     16912761                                   360                        359                             7.5             0
     16912769                                   360                        360                           7.375             0
     16912776                                   480                        479                           1.375             0
     16912790                                   360                        360                           7.125             0
     16912791                                   360                        359                           6.875             0
     16912796                                   360                        360                           1.625             0
     16912801                                   360                        359                           7.125             0
     16965026                                   360                        359                           8.125             0
     16965028                                   360                        359                           6.625             0
     16965044                                   360                        359                             7.5             0
     16965001                                   360                        359                            6.75             0
     16965064                                   360                        359                           7.875             0
     16965067                                   360                        359                             6.5             0
     16965072                                   360                        360                           7.875             0
     16965080                                   480                        479                           8.125             0
     16964979                                   480                        479                            8.25             0
     16965103                                   360                        359                           7.125             0
     16965104                                   360                        359                             7.5             0
     16968061                                   360                        359                            7.75             0
     16968081                                   360                        359                               7             0
     16968096                                   360                        360                             7.5             0
     16968102                                   360                        359                           8.125             0
     16968135                                   360                        359                           7.125             0
     16857222                                   360                        360                           7.375             0
     16857234                                   360                        359                           7.125             0
     16857244                                   360                        360                           7.125             0
     16857266                                   480                        479                           8.125             0
     16857278                                   360                        360                            7.75             0
     16857281                                   360                        359                           7.125             0
     16857098                                   360                        359                           7.625             0
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     16833512                                   360                        356                             7.5             0
     16833513                                   360                        357                           7.875             0
     16833514                                   360                        356                           6.375             0
     16833516                                   360                        357                             6.5             0
     16833517                                   360                        357                             7.5             0
     16833518                                   360                        357                             7.5             0
     16833519                                   360                        357                            7.25             0
     16833521                                   360                        357                           7.125             0
     16833522                                   360                        357                           7.375             0
     16833523                                   360                        357                             7.5             0
     16833524                                   360                        357                           6.615             0
     16833525                                   360                        357                           7.375             0
     16833527                                   360                        357                           7.625             0
     16833528                                   360                        357                           7.875             0
     16833530                                   360                        357                            7.25             0
     16833531                                   360                        357                           7.875             0
     16833533                                   360                        357                           7.375             0
     16833534                                   360                        357                            7.25             0
     16833535                                   360                        357                            7.75             0
     16833536                                   360                        357                           7.875             0
     16833537                                   360                        357                           7.125             0
     16833538                                   360                        357                            7.75             0
     16833539                                   360                        357                             7.5             0
     16833540                                   360                        357                            7.75             0
     16833541                                   360                        357                           7.375             0
     16833542                                   360                        357                           7.375             0
     16833543                                   360                        357                           6.375             0
     16833544                                   360                        357                            6.75             0
     16833545                                   360                        357                               7             0
     16833548                                   360                        357                           5.375             0
     16833550                                   360                        357                           7.375             0
     16833551                                   360                        357                               7             0
     16833552                                   360                        356                             7.5             0
     16833553                                   360                        356                           6.625             0
     16833554                                   360                        356                             7.5             0
     16833556                                   360                        357                           7.375             0
     16833557                                   360                        357                           7.125             0
     16833558                                   360                        357                           6.125             0
     16833560                                   360                        357                            6.75             0
     16833562                                   360                        357                            7.25             0
     16833563                                   360                        357                            6.75             0
     16833565                                   360                        357                            7.75             0
     16833566                                   360                        357                           6.615             0
     16833567                                   360                        357                            7.75             0
     16833569                                   360                        357                           7.375             0
     16833570                                   360                        357                            6.75             0
     16833571                                   360                        357                           5.875             0
     16833572                                   360                        357                            7.75             0
     16833575                                   360                        357                           7.125             0
     16833576                                   360                        357                            7.25             0
     16833577                                   360                        356                               7             0
     16833579                                   360                        356                            7.25             0
     16833581                                   360                        356                            6.75             0
     16833582                                   360                        356                               8             0
     16833583                                   360                        356                           6.375             0
     16833584                                   360                        356                             7.5             0
     16833585                                   360                        357                           7.625             0
     16836768                                   360                        357                           6.875             0
     16836770                                   360                        357                             7.5             0
     16836771                                   360                        357                               7             0
     16836772                                   360                        357                           7.125             0
     16836773                                   360                        357                           7.375             0
     16836775                                   360                        357                            7.25             0
     16836776                                   360                        357                           7.625             0
     16836778                                   360                        357                             7.5             0
     16836781                                   360                        357                               7             0
     16836782                                   360                        357                               7             0
     16836783                                   360                        357                           7.625             0
     16836785                                   360                        357                             7.5             0
     16836786                                   360                        357                           6.375             0
     16836788                                   360                        357                           6.625             0
     16836789                                   360                        357                           6.875             0
     16836791                                   360                        357                             6.5             0
     16836793                                   360                        357                           7.125             0
     16836794                                   360                        357                           6.875             0
     16836795                                   360                        357                           7.875             0
     16836796                                   360                        357                           6.625             0
     16836797                                   360                        357                            6.75             0
     16836798                                   360                        357                               7             0
     16836805                                   360                        357                           7.125             0
     16836806                                   360                        357                           6.875             0
     16836808                                   360                        357                           7.125             0
     16836809                                   360                        357                           7.125             0
     16836812                                   360                        357                               7             0
     16836814                                   360                        357                           7.125             0
     16836815                                   360                        357                             6.5             0
     16836817                                   360                        357                             6.5             0
     16836818                                   360                        357                            6.75             0
     16836820                                   360                        357                             7.5             0
     16836821                                   360                        357                            6.75             0
     16836822                                   360                        357                           7.125             0
     16836825                                   360                        357                           6.625             0
     16836826                                   360                        357                           7.125             0
     16836827                                   360                        357                           6.875             0
     16836828                                   360                        357                           6.375             0
     16836829                                   360                        357                               7             0
     16836830                                   360                        357                           7.125             0
     16836832                                   360                        357                           6.125             0
     16836837                                   360                        357                            6.75             0
     16836838                                   360                        357                           7.125             0
     16836839                                   360                        357                               6             0
     16836840                                   360                        357                            6.75             0
     16836842                                   360                        357                           7.125             0
     16836843                                   360                        357                           7.125             0
     16836846                                   360                        357                               7             0
     16836847                                   360                        357                               7             0
     16836849                                   360                        357                               7             0
     16836851                                   360                        357                             6.5             0
     16836852                                   360                        357                           7.125             0
     16836853                                   360                        357                           6.625             0
     16836854                                   360                        357                             7.5             0
     16836855                                   360                        357                           7.125             0
     16836857                                   360                        357                           7.125             0
     16836858                                   360                        357                            7.25             0
     16836859                                   360                        357                           6.625             0
     16836860                                   360                        357                            6.75             0
     16836863                                   360                        357                           7.375             0
     16836864                                   360                        357                            7.25             0
     16836866                                   360                        357                           7.125             0
     16836867                                   360                        357                               6             0
     16836868                                   360                        357                           6.125             0
     16836869                                   360                        357                            6.75             0
     16836870                                   360                        357                           6.875             0
     16836872                                   360                        357                           7.375             0
     16836874                                   360                        357                             7.5             0
     16836875                                   360                        357                           6.875             0
     16836877                                   360                        357                            6.75             0
     16836878                                   360                        357                           6.875             0
     16836879                                   360                        357                           6.375             0
     16836880                                   360                        357                           6.875             0
     16836883                                   360                        357                           7.125             0
     16836884                                   360                        357                               7             0
     16836886                                   360                        357                            6.75             0
     16836887                                   360                        357                           7.375             0
     16836888                                   360                        357                            7.25             0
     16836890                                   360                        357                           6.125             0
     16836891                                   360                        357                           6.625             0
     16836892                                   360                        357                               7             0
     16836894                                   360                        357                           7.375             0
     16836895                                   360                        357                            7.25             0
     16836896                                   360                        357                            6.75             0
     16836898                                   360                        357                           7.125             0
     16836900                                   360                        357                           7.125             0
     16836902                                   360                        357                            7.75             0
     16836903                                   360                        357                             6.5             0
     16836904                                   360                        357                               8             0
     16836905                                   360                        357                           6.875             0
     16836906                                   360                        357                            6.25             0
     16836908                                   360                        357                           6.875             0
     16836910                                   360                        357                           6.875             0
     16836911                                   360                        357                           7.125             0
     16836912                                   360                        357                           7.375             0
     16836914                                   360                        357                               7             0
     16836915                                   360                        357                            7.75             0
     16836917                                   360                        357                             7.5             0
     16836919                                   360                        357                           7.375             0
     16836920                                   360                        357                            6.75             0
     16836921                                   360                        357                           6.625             0
     16836922                                   360                        357                            7.25             0
     16836923                                   360                        357                           6.625             0
     16836924                                   360                        357                           7.375             0
     16836925                                   360                        357                            6.75             0
     16836926                                   360                        357                             6.5             0
     16836927                                   360                        357                           6.875             0
     16836928                                   360                        357                            7.75             0
     16836930                                   360                        357                           7.625             0
     16836932                                   360                        357                           6.875             0
     16836933                                   360                        357                           7.375             0
     16836934                                   360                        357                            7.25             0
     16836935                                   360                        357                            6.75             0
     16836936                                   360                        357                            6.75             0
     16836937                                   360                        357                            7.75             0
     16836939                                   360                        357                            7.25             0
     16836942                                   360                        357                            7.25             0
     16836944                                   360                        357                               7             0
     16836945                                   360                        357                            6.75             0
     16836946                                   360                        357                             6.5             0
     16836948                                   360                        357                               6             0
     16836949                                   360                        357                           7.375             0
     16836951                                   360                        357                            7.25             0
     16836952                                   360                        357                           6.625             0
     16836953                                   360                        357                             7.5             0
     16836954                                   360                        357                           6.625             0
     16836955                                   360                        357                           6.875             0
     16836957                                   360                        357                            7.25             0
     16836958                                   360                        357                           7.125             0
     16836959                                   360                        357                           6.625             0
     16836960                                   360                        357                            7.75             0
     16836961                                   360                        357                            6.25             0
     16836962                                   360                        357                           7.125             0
     16836963                                   360                        357                           6.875             0
     16836964                                   360                        357                             6.5             0
     16836966                                   360                        357                               7             0
     16836967                                   360                        357                           7.125             0
     16836968                                   360                        357                           6.625             0
     16836969                                   360                        357                             6.5             0
     16836971                                   360                        357                           6.375             0
     16836974                                   360                        357                            7.75             0
     16836975                                   360                        357                             7.5             0
     16836976                                   360                        357                             7.5             0
     16836980                                   360                        357                            7.25             0
     16990915                                   360                        359                           6.425             0
     16996722                                   360                        359                           7.125             0
     16996724                                   360                        358                           7.375             0
     16996729                                   360                        359                           6.875             0


     LOAN_SEQ         LPMI     MSERV       SERV_FEE                CURRENT_GROSS_COUPON
     17021070            0         0          0.375                               8.375
     17016424            0         0          0.375                                7.75
     17016308            0         0          0.375                                8.25
     17016243            0         0          0.375                                7.75
     17015068            0         0          0.375                                6.75
     17014875            0         0          0.375                                 7.5
     17014906            0         0          0.375                                8.25
     17014929            0         0          0.375                                 8.5
     17014748            0         0          0.375                                8.25
     17014806            0         0          0.375                                 8.5
     17014858            0         0          0.375                                 8.5
     17013823            0         0          0.375                               8.125
     17013852            0         0          0.375                               8.375
     17013742            0         0          0.375                                8.25
     17013783            0         0          0.375                                 8.5
     17013629            0         0          0.375                                8.75
     17013630            0         0          0.375                                8.25
     17013535            0         0          0.375                                 7.5
     17013542            0         0          0.375                               7.875
     17013551            0         0          0.375                                7.25
     16790216            0         0          0.375                               8.625
     16790185            0         0          0.375                               8.125
     16785292            0         0          0.375                                   8
     16977999            0         0          0.375                               7.875
     16978000            0         0          0.375                                6.75
     16978006            0         0          0.375                                   7
     16978007            0         0          0.375                                8.25
     16978016            0         0          0.375                                8.25
     16978031            0         0          0.375                                6.75
     16978034            0         0          0.375                                6.75
     16978044            0         0          0.375                                7.75
     16978049            0         0          0.375                               7.375
     16978058            0         0          0.375                               7.875
     16978061            0         0          0.375                                   8
     16978065            0         0          0.375                                7.75
     16978069            0         0          0.375                                7.75
     16978082            0         0          0.375                               7.875
     16978092            0         0          0.375                                 8.5
     16978099            0         0          0.375                                7.75
     16978100            0         0          0.375                               6.625
     16978111            0         0          0.375                               7.125
     16978118            0         0          0.375                                7.75
     16978125            0         0          0.375                                7.25
     16978130            0         0          0.375                                   8
     16978142            0         0          0.375                                7.75
     16978146            0         0          0.375                                   6
     16978163            0         0          0.375                                 7.4
     16978179            0         0          0.375                                7.25
     16978183            0         0          0.375                                7.25
     16978202            0         0          0.375                               8.175
     16978210            0         0          0.375                               7.375
     16978224            0         0          0.375                                6.75
     16978227            0         0          0.375                                 6.4
     16978232            0         0          0.375                                8.25
     16978235            0         0          0.375                                 7.2
     16978248            0         0          0.375                                7.25
     16978249            0         0          0.375                                7.99
     16978290            0         0          0.375                                   7
     16978299            0         0          0.375                               7.125
     16978308            0         0          0.375                                7.94
     16978311            0         0          0.375                                 6.5
     16978326            0         0          0.375                               7.125
     16978327            0         0          0.375                                7.25
     16978344            0         0          0.375                                7.25
     16978371            0         0          0.375                                6.49
     16969046            0         0          0.375                                 7.5
     16969062            0         0          0.375                               6.875
     16688246            0         0          0.375                               8.625
     16339865            0         0          0.375                                8.25
     16982721            0         0          0.375                               7.875
     16982607            0         0          0.375                                 8.5
     16982730            0         0          0.375                                 8.5
     16982777            0         0          0.375                                 7.5
     16982783            0         0          0.375                                 8.5
     16982637            0         0          0.375                                   7
     16982790            0         0          0.375                               7.875
     16984176            0         0          0.375                               7.875
     16984178            0         0          0.375                                7.75
     16984183            0         0          0.375                                7.25
     16984190            0         0          0.375                               7.125
     16984207            0         0          0.375                                   2
     16984211            0         0          0.375                               7.875
     16984218            0         0          0.375                               7.125
     16984236            0         0          0.375                               6.875
     16984262            0         0          0.375                               6.875
     16984109            0         0          0.375                               8.625
     16984165            0         0          0.375                               7.125
     16984273            0         0          0.375                                7.75
     16984115            0         0          0.375                                7.75
     16984280            0         0          0.375                                   8
     16984306            0         0          0.375                               7.625
     16984312            0         0          0.375                                 8.5
     16984318            0         0          0.375                                   1
     16984133            0         0          0.375                                6.75
     16984333            0         0          0.375                               7.625
     16984139            0         0          0.375                                 7.5
     16984146            0         0          0.375                                 8.5
     16984356            0         0          0.375                                   2
     16984371            0         0          0.375                                   1
     16984373            0         0          0.375                                   8
     16989874            0         0          0.375                                 7.5
     16989884            0         0          0.375                                 7.5
     16989891            0         0          0.375                                 8.5
     16989897            0         0          0.375                                   1
     16989901            0         0          0.375                               7.875
     16989928            0         0          0.375                               8.375
     16989929            0         0          0.375                               8.625
     16989931            0         0          0.375                               6.625
     16982580            0         0          0.375                                7.25
     16982687            0         0          0.375                               7.875
     16982584            0         0          0.375                                 8.5
     16982691            0         0          0.375                               6.875
     16982587            0         0          0.375                                7.25
     16982589            0         0          0.375                               7.875
     16982591            0         0          0.375                               8.625
     16982597            0         0          0.375                               8.625
     16982604            0         0          0.375                                8.25
     16971798            0         0          0.375                                8.25
     16978514            0         0          0.375                                7.75
     16978527            0         0          0.375                                 7.5
     16978406            0         0          0.375                                7.25
     16978572            0         0          0.375                                7.75
     16978582            0         0          0.375                                8.25
     16978593            0         0          0.375                                 8.5
     16978601            0         0          0.375                               7.875
     16978634            0         0          0.375                                6.75
     16978649            0         0          0.375                               7.125
     16978398            0         0          0.375                                 8.5
     16980093            0         0          0.375                                8.25
     16980221            0         0          0.375                               7.375
     16980228            0         0          0.375                                   8
     16980235            0         0          0.375                               8.125
     16980109            0         0          0.375                                8.25
     16980111            0         0          0.375                                 8.5
     16980241            0         0          0.375                                 8.5
     16980261            0         0          0.375                               8.625
     16980264            0         0          0.375                               7.625
     16980265            0         0          0.375                                   2
     16980275            0         0          0.375                                   8
     16980278            0         0          0.375                                 7.5
     16980303            0         0          0.375                                8.25
     16980322            0         0          0.375                                   8
     16980325            0         0          0.375                                7.25
     16980329            0         0          0.375                               8.625
     16980342            0         0          0.375                               6.625
     16982640            0         0          0.375                               7.125
     16982650            0         0          0.375                               8.125
     16982664            0         0          0.375                               7.625
     16968146            0         0          0.375                                7.25
     16968150            0         0          0.375                                8.25
     16968155            0         0          0.375                               8.625
     16970181            0         0          0.375                               7.875
     16970186            0         0          0.375                               7.875
     16970194            0         0          0.375                                 8.5
     16970204            0         0          0.375                                 8.5
     16970091            0         0          0.375                                 7.5
     16970093            0         0          0.375                                7.75
     16970207            0         0          0.375                               8.625
     16970210            0         0          0.375                               7.875
     16970225            0         0          0.375                                 8.5
     16970231            0         0          0.375                               8.625
     16970247            0         0          0.375                               7.375
     16970251            0         0          0.375                                7.25
     16970262            0         0          0.375                               7.375
     16970107            0         0          0.375                               8.375
     16970287            0         0          0.375                                7.25
     16970291            0         0          0.375                                 8.5
     16970297            0         0          0.375                                 8.5
     16970303            0         0          0.375                                8.25
     16970315            0         0          0.375                               7.875
     16970348            0         0          0.375                                   8
     16971837            0         0          0.375                                7.25
     16971839            0         0          0.375                                   1
     16971754            0         0          0.375                               7.625
     16971887            0         0          0.375                               8.125
     16971777            0         0          0.375                                8.25
     16912726            0         0          0.375                                7.75
     16912729            0         0          0.375                                8.25
     16912741            0         0          0.375                               7.125
     16912761            0         0          0.375                               7.875
     16912769            0         0          0.375                                7.75
     16912776            0         0          0.375                                1.75
     16912790            0         0          0.375                                 7.5
     16912791            0         0          0.375                                7.25
     16912796            0         0          0.375                                   2
     16912801            0         0          0.375                                 7.5
     16965026            0         0          0.375                                 8.5
     16965028            0         0          0.375                                   7
     16965044            0         0          0.375                               7.875
     16965001            0         0          0.375                               7.125
     16965064            0         0          0.375                                8.25
     16965067            0         0          0.375                               6.875
     16965072            0         0          0.375                                8.25
     16965080            0         0          0.375                                 8.5
     16964979            0         0          0.375                               8.625
     16965103            0         0          0.375                                 7.5
     16965104            0         0          0.375                               7.875
     16968061            0         0          0.375                               8.125
     16968081            0         0          0.375                               7.375
     16968096            0         0          0.375                               7.875
     16968102            0         0          0.375                                 8.5
     16968135            0         0          0.375                                 7.5
     16857222            0         0          0.375                                7.75
     16857234            0         0          0.375                                 7.5
     16857244            0         0          0.375                                 7.5
     16857266            0         0          0.375                                 8.5
     16857278            0         0          0.375                               8.125
     16857281            0         0          0.375                                 7.5
     16857098            0         0          0.375                                   8
     16857101            0         0          0.375                                   8
     16858877            0         0          0.375                               8.375
     16858879            0         0          0.375                                 8.5
     16858925            0         0          0.375                                   8
     16858838            0         0          0.375                               8.625
     16858944            0         0          0.375                                 8.5
     16858946            0         0          0.375                               7.375
     16858998            0         0          0.375                                   8
     16858844            0         0          0.375                               7.625
     16859018            0         0          0.375                               8.625
     16859019            0         0          0.375                               6.875
     16912697            0         0          0.375                                8.25
     16856246            0         0          0.375                                7.25
     16856248            0         0          0.375                                7.75
     16856158            0         0          0.375                               8.625
     16856250            0         0          0.375                                7.75
     16856261            0         0          0.375                               6.875
     16856266            0         0          0.375                                7.75
     16856278            0         0          0.375                               8.375
     16856163            0         0          0.375                                7.75
     16856298            0         0          0.375                                7.25
     16856305            0         0          0.375                                1.75
     16856314            0         0          0.375                                7.75
     16856351            0         0          0.375                               8.625
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     17010304            0         0          0.375                               8.125
     17010308

Bear Stearns Mortgage Funding Trust 2007-AR3 8-K/A