Mortgage

Contract


                                                                                                                        EXHIBIT 10.1


                                             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 APRIL 1, 2007
                                                _________________________________________


                                             STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.
                                             Bear Stearns Mortgage Funding Trust 2007-AR4
                                          Mortgage Pass-Through Certificates, Series 2007-AR4




                                                           TABLE OF CONTENTS
                                                                                                               Page


ARTICLE I             DEFINITIONS................................................................................2

ARTICLE II            CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........................61

         Section 2.01.         Conveyance of Mortgage Loans to Trustee..........................................61
         Section 2.02.         Acceptance of Mortgage Loans by Trustee..........................................64
         Section 2.03.         Assignment of Interest in the Mortgage Loan Purchase Agreement
                               and the Subsequent Mortgage Loan Purchase Agreement..............................67
         Section 2.04.         Substitution of Mortgage Loans...................................................68
         Section 2.05.         Issuance of Certificates.........................................................69
         Section 2.06.         Representations and Warranties Concerning the Depositor..........................70
         Section 2.07.         Representations and Warranties of the Company and Sponsor........................71
         Section 2.08.         Conveyance of Subsequent Mortgage Loans..........................................74
         Section 2.09.         Purposes and Powers of the Trust.................................................77

ARTICLE III           ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............................................77

         Section 3.01.         Servicer to Act as Servicer......................................................77
         Section 3.02.         REMIC-Related Covenants..........................................................80
         Section 3.03.         Monitoring of Subservicers.......................................................80
         Section 3.04.         Fidelity Bond....................................................................81
         Section 3.05.         Power to Act; Procedures.........................................................81
         Section 3.06.         Due-on-Sale Clauses; Assumption Agreements.......................................82
         Section 3.07.         Release of Mortgage Files........................................................83
         Section 3.08.         Documents, Records and Funds in Possession of Servicer To Be
                               Held for Trustee.................................................................84
         Section 3.09.         Standard Hazard Insurance and Flood Insurance Policies...........................84
         Section 3.10.         Presentment of Claims and Collection of Proceeds.................................86
         Section 3.11.         Maintenance of the Primary Mortgage Insurance Policies...........................86
         Section 3.12.         Trustee to Retain Possession of Certain Insurance Policies and
                               Documents........................................................................86
         Section 3.13.         Realization Upon Defaulted Mortgage Loans........................................87
         Section 3.14.         Compensation for the Servicer....................................................87
         Section 3.15.         REO Property.....................................................................87
         Section 3.16.         Annual Statement as to Compliance; Annual Certification..........................89
         Section 3.17.         Assessments of Compliance and Attestation Reports................................90
         Section 3.18.         Reports Filed with Securities and Exchange Commission............................92
         Section 3.19.         UCC..............................................................................98
         Section 3.20.         Optional Purchase of Defaulted Mortgage Loans....................................99
         Section 3.21.         Books and Records................................................................99
         Section 3.22.         Intention of the Parties and Interpretation.....................................100

ARTICLE IV            ACCOUNTS.................................................................................100

         Section 4.01.         Custodial Account...............................................................100
         Section 4.02.         Permitted Withdrawals and Transfers from the Custodial Account..................102
         Section 4.03.         Distribution Account............................................................103
         Section 4.04.         Permitted Withdrawals and Transfers from the Distribution Account...............103
         Section 4.05.          Adjustable Rate Supplemental Fund..............................................105
         Section 4.06.         Statements to the Trustee.......................................................106
         Section 4.07.         Reserved........................................................................107
         Section 4.08.         Reserve Fund....................................................................107
         Section 4.09.         Class XP Reserve Account........................................................108
         Section 4.10.         Pre-Funding Account and Pre-Funding Reserve Account.............................108
         Section 4.11.         Interest Coverage Account.......................................................111
         Section 4.12.         Final Maturity Reserve Account..................................................112

ARTICLE V             CERTIFICATES.............................................................................113

         Section 5.01.         Certificates....................................................................113
         Section 5.02.         Registration of Transfer and Exchange of Certificates...........................121
         Section 5.03.         Mutilated, Destroyed, Lost or Stolen Certificates...............................125
         Section 5.04.         Persons Deemed Owners...........................................................125
         Section 5.05.         Transfer Restrictions on Residual Certificates..................................125
         Section 5.06.         Restrictions on Transferability of Certificates.................................126
         Section 5.07.         ERISA Restrictions..............................................................127
         Section 5.08.         Rule 144A Information...........................................................128

ARTICLE VI            PAYMENTS TO CERTIFICATEHOLDERS...........................................................128

         Section 6.01.         Distributions on the Certificates...............................................128
         Section 6.02.         Allocation of Losses and Subsequent Recoveries..................................137
         Section 6.03.         Payments........................................................................138
         Section 6.04.         Statements to Certificateholders................................................138
         Section 6.05.         Monthly Advances................................................................141
         Section 6.06.         Compensating Interest Payments..................................................142
         Section 6.07.         Distributions on REMIC Regular Interests........................................142

ARTICLE VII           THE SERVICER.............................................................................143

         Section 7.01.         Liabilities of the Servicer.....................................................143
         Section 7.02.         Merger or Consolidation of the Servicer.........................................143
         Section 7.03.         Indemnification of the Trustee..................................................143
         Section 7.04.         Limitations on Liability of the Servicer and Others.............................144
         Section 7.05.         Servicer Not to Resign..........................................................145
         Section 7.06.         Successor Servicer..............................................................145
         Section 7.07.         Sale and Assignment of Servicing................................................145

ARTICLE VIII          DEFAULT..................................................................................146

         Section 8.01.         Events of Default...............................................................146
         Section 8.02.         Trustee to Act; Appointment of Successor........................................148
         Section 8.03.         Notification to Certificateholders..............................................149
         Section 8.04.         Waiver of Defaults..............................................................149
         Section 8.05.         List of Certificateholders......................................................149

ARTICLE IX            CONCERNING THE TRUSTEE...................................................................149

         Section 9.01.         Duties of Trustee...............................................................150
         Section 9.02.         Certain Matters Affecting the Trustee...........................................151
         Section 9.03.         Trustee Not Liable for Certificates or Mortgage Loans...........................153
         Section 9.04.         Trustee May Own Certificates....................................................153
         Section 9.05.         Trustee's Fees and Expenses.....................................................154
         Section 9.06.         Eligibility Requirements for Trustee............................................154
         Section 9.07.         Insurance.......................................................................154
         Section 9.08.         Resignation and Removal of the Trustee..........................................154
         Section 9.09.         Successor Trustee...............................................................155
         Section 9.10.         Merger or Consolidation of Trustee..............................................156
         Section 9.11.         Appointment of Co-Trustee or Separate Trustee...................................156
         Section 9.12.         Federal Information Returns and Reports to Certificateholders;
                               REMIC Administration; Grantor Trust Administration..............................157

ARTICLE X             TERMINATION..............................................................................161

         Section 10.01.        Termination Upon Repurchase by the Depositor or its Designee or
                               Liquidation of the Mortgage Loans...............................................161
         Section 10.02.        Additional Termination Requirements.............................................164

ARTICLE XI            MISCELLANEOUS PROVISIONS.................................................................164

         Section 11.01.        Intent of Parties...............................................................164
         Section 11.02.        Amendment.......................................................................164
         Section 11.03.        Recordation of Agreement........................................................166
         Section 11.04.        Limitation on Rights of Certificateholders......................................166
         Section 11.05.        Acts of Certificateholders......................................................167
         Section 11.06.        Governing Law...................................................................168
         Section 11.07.        Notices.........................................................................168
         Section 11.08.        Severability of Provisions......................................................169
         Section 11.09.        Successors and Assigns..........................................................169
         Section 11.10.        Article and Section Headings....................................................169
         Section 11.11.        Counterparts....................................................................169
         Section 11.12.        Notice to Rating Agencies.......................................................169
         Section 11.13.        Use of Subservicers and Subcontractors..........................................169

                                                 EXHIBITS

Exhibit A-1                -        Form of Class A Certificate
Exhibit A-2                -        Form of Class I-A-3 Certificate
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 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 I-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                  -        Form of Subsequent Mortgage Loan Purchase Agreement
Exhibit K                  -        Loan Level Format for Tape Input, Servicer Period Reporting
Exhibit L                  -        Reporting Data for Defaulted Loans
Exhibit M                  -        Subsequent Transfer Instrument
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
Exhibit T                  -        Reserved


                                                SCHEDULES

Schedule A                 -        Coupon Strip Reserve Account Schedule



                                                    POOLING AND SERVICING AGREEMENT

         Pooling and Servicing  Agreement dated as of April 1, 2007, among  Structured  Asset Mortgage  Investments II Inc., a Delaware
corporation,  as depositor (the "Depositor"),  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 or a Subsequent  Transfer  Date,  in the case of  Subsequent  Transfer  Loans,  the  Depositor
acquired  the  Mortgage  Loans or the  Subsequent  Mortgage  Loans as the case may be,  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  the "regular  interests"  in
such REMIC.

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

         Loan Group I 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 and  including  the  Pre-Funded  Amount with respect to Loan Group I, of  $515,263,887.83.  Loan Group II
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 and including the Pre-Funded Amount with respect to Loan Group II, of $812,842,110.55.

         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-AR4 REMIC: Any of REMIC I, REMIC II, REMIC III and REMIC IV.

         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 Interest  Coverage
Account,  the Pre-Funding  Account,  the Pre-Funding Reserve 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 Group I  Certificates  (other than the Class I-X  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.

         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 any Class of Class A  Certificates  or Class B
Certificates  (other than the Class I-X  Certificates,  and with  respect to the Grantor  Trust  Certificates,  indirectly  through the
related  Class of  Underlying  Certificates),  the sum of the Realized  Losses with  respect to the Mortgage  Loans in the related Loan
Group,  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 (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 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  Underlying  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,  the principal  portion of Realized Losses on the Group II Mortgage Loans will be allocated on any Distribution Date first,
to the Class II-A-3  Certificates,  second,  pro rata to the Class II-A-2A  Certificates and Underlying Class II-A-2B  Certificates and
third, to the Class II-A-1  Certificates,  sequentially,  in that order, until the Current Principal Amount of each such Class has been
reduced to zero.  Realized  Losses  allocated to the  Underlying  Certificates  will be allocated to the related Class of Grantor Trust
Certificates.

         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 for each Loan Group, the aggregate  Principal Funds and Interest
Funds for such Distribution Date and such 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:  With respect to any Mortgage  Loan,  any  Deficient  Valuation  or Debt Service  Reduction  related to such
Mortgage Loan as reported by the Servicer.

         Basis Risk Shortfall:  With respect to any  Distribution  Date and each Class of Class A Certificates and Class B Certificates
(with respect to the Grantor Trust  Certificates,  indirectly  through the related Class of Underlying  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  (with  respect  to the  Grantor  Trust  Certificates,  indirectly  through  the  related  Class  of  Underlying
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:   The  Certificates  issued,   maintained  and  transferred  at  the  DTC.  Initially,  the  Offered
Certificates (other than the Class I-X Certificates and the Grantor Trust Certificates) and the Underlying 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,  Grantor  Trust Class I-A-3,  Underlying  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-2A,  Grantor Trust Class II-A-2A,  Underlying
Class II-A-2B,  Grantor Trust Class II-A-2B,  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 Certificates.

         Class I-A Certificates: The Class I-A-1, Class I-A-2 and Underlying 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 May 2013,  27.125% and (ii) on or after the Distribution  Date in May 2013,  21.700%,  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 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 May 2013,  21.125%  and (ii) on or after the
Distribution  Date in May 2013,  16.900%,  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 May 2013,  16.375% and (ii) on or after the Distribution  Date in May 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.

         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 May 2013,  14.625%
and (ii) on or after the Distribution  Date in May 2013,  11.700%,  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 May 2013,  11.000% and (ii) on or after the Distribution Date in May 2013,  8.800%,
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-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 May 2013,  9.375%
and (ii) on or after the Distribution  Date in May 2013,  7.500%,  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 May 2013,  8.125% and (ii) on or after the Distribution  Date in May 2013,  6.500%,
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-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 May 2013,  6.375%
and (ii) on or after the Distribution  Date in May 2013,  5.100%,  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.

         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 May 2013,  5.125% and (ii) on or after the Distribution  Date in May 2013,  4.100%,
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.

         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 May 2013,  3.750%
and (ii) on or after the Distribution  Date in May 2013,  3.000%,  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-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 III to REMIC IV on account of REMIC III 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 III to REMIC IV on account of REMIC III 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 III to REMIC IV on account of REMIC III 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 III 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;

         (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 Certificates:  The Class I-X-1 Certificates and the Class I-X-2 Certificates.

         Class I-X-1 Notional Amount:  With respect to any  Distribution  Date and the Class I-X-1  Certificates,  the aggregate Stated
Principal Balance  immediately  prior to such  Distribution  Date of the Group I Mortgage Loans with Prepayment  Charges other than the
Hard Prepayment Charge Loans and the Combination Prepayment Charge Loans.

         Class I-X-2 Notional Amount:  With respect to any  Distribution  Date and the Class I-X-2  Certificates,  the aggregate Stated
Principal  Balance  immediately  prior to such  Distribution  Date of the Hard Prepayment  Charge Loans and the Combination  Prepayment
Charge Loans.

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

         Class II-A Certificates:  The Class II-A-1, Class II-A-2A, Underlying Class II-A-2B and Class II-A-3 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 May 2013, 25.875% and (ii) on or after the Distribution Date in May 2013,  20.700%,  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  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.

         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 May 2013,  16.750% and (ii) on or
after the Distribution  Date in May 2013,  13.400%,  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 May 2013,  11.875% and (ii) on or after the  Distribution  Date in May 2013,  9.500%,  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-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 May 2013,
10.625% and (ii) on or after the  Distribution  Date in May 2013,  8.500%,  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-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 May 2013,  8.500% and (ii) on or after the Distribution Date in May 2013,
6.800%,  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-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 May 2013,
7.250% and (ii) on or after the  Distribution  Date in May 2013,  5.800%,  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-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-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), (6) the aggregate  Current  Principal Amount of the Class II-B-4
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 May 2013,  2.750% and (ii) on or after the Distribution Date in May 2013,
2.200%,  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-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 III to REMIC IV on account of REMIC III
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 III to REMIC IV on account of REMIC III
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 III to REMIC IV on account of REMIC III  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 II Regular Interests.

         Class II-B-IO Pass-Through Rate: With respect to the Class II-B-IO  Certificates or REMIC III 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  (iii)  below,  and the  denominator  of which is the  aggregate  Uncertificated
Principal  Balance of the  REMIC II  Regular  Interests.  For  purposes of  calculating  the  Pass-Through  Rate for the Class  II-B-IO
Certificates, the numerator is equal to the sum of the following components:

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

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

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

         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 and REMIC III 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 and  Component III  of the Class R Certificates  is
designated as the sole class of "residual interest" in REMIC III.

         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 IV for purposes of the REMIC Provisions.

         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:  April 30, 2007.

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

         Combination  Prepayment  Charge  Loan:  Any Group I Mortgage  Loan with a 30-month or  three-year  prepayment  charge term for
which a combination of "hard" and "soft" Prepayment Charges may be assessed, as indicated on the Mortgage Loan Schedule.

         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-AR4.  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-AR4.

         Corridor  Contracts:  With respect to the Group II  Certificates  (other than the Grantor Trust Class  II-A-2B  Certificates),
the Underlying Class II-A-2B  Certificates and the 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 (1) 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 and (2) in the case of the Grantor Trust  Certificates,  any shortfalls  described in clauses (a) and (b) herein (and
to the extent the related Swap  Agreement is terminated and no  replacement  swap  agreement has been entered into,  clause (c) herein)
allocated to the related Class of Underlying Certificates.

         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-AR4,  Mortgage  Pass-Through  Certificates,  Series  2007-AR4,  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:  April 1, 2007.

         Cut-off Date Balance:  $1,052,250,732.05.

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

         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.

         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-AR4  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-AR4,  Mortgage Pass-Through  Certificates,  Series 2007-AR4 - 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.

         EDGAR:  As defined in Section 3.18(a)(i).

         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  (other than the Grantor Trust  Certificates),  the Underlying Class I-A-3  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.

         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 4.12.
Amounts on deposit in the Final Maturity Reserve Account will not be an asset of any 2007-AR4 REMIC.

         Final Maturity  Reserve  Account  Target:  For any  Distribution  Date beginning with the  Distribution  Date in May 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) $16,222,632.

         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).

         Grantor Trust:  Bear Stearns Mortgage Funding Grantor Trust 2007-AR4.

         Grantor Trust  Agreement:  The grantor trust  agreement,  dated as of the Closing Date,  between the Depositor and the Grantor
Trustee.

         Grantor Trust Available Funds:  With respect to any Distribution  Date and (a) the Underlying  Class I-A-3  Certificates,  the
sum of (i) any payments  received by the Grantor Trustee with respect to the Underlying Class I-A-3  Certificates and (ii) any payments
received by the Grantor Trustee from and with respect to the Swap  Counterparty  pursuant to the related Swap Agreement,  following the
payment of amounts to reimburse the Grantor Trustee for its reimbursable  expenses as set forth in the Grantor Trust Agreement,  or (b)
the Underlying Class II-A-2B  Certificates,  the sum of (i) any payments received by the Grantor Trustee with respect to the Underlying
Class  II-A-2B  Certificates  and (ii) any payments  received by the Grantor  Trustee  from and with  respect to the Swap  Counterparty
pursuant to the  related  Swap  Agreement,  following  the payment of amounts to  reimburse  the Grantor  Trustee for its  reimbursable
expenses as set forth in the Grantor Trust Agreement.

         Grantor Trust Certificates:  The Grantor Trust Class I-A-3 Certificates and the Grantor Trust Class II-A-2B Certificates.

         Grantor  Trust Class  I-A-3  Certificates:  The Class  I-A-3  Certificates  issued by the  Grantor  Trust on the Closing  Date
pursuant to the Grantor Trust Agreement.

         Grantor  Trust Class II-A-2B  Certificates:  The Class  II-A-2B  Certificates  issued by the Grantor Trust on the Closing Date
pursuant to the Grantor Trust Agreement.

         Grantor Trustee:  Wells Fargo Bank,  National  Association,  its successor in interest or any successor  appointed pursuant to
the Grantor Trust Agreement.

         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 plus related  amounts on deposit in the  Pre-Funding  Account,
exceeds the applicable percentages set forth below with respect to such Distribution Date:

                Distribution Date Occurring in                       Percentage
                _______________________________________________________________
                May 2010 through April 2011                          0.45%
                May 2011 through April 2012                          0.80%
                May 2012 through April 2013                          1.15%
                May 2013 through April 2014                          1.55%
                May 2014 and thereafter                              1.70%

         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 plus related  amounts on deposit
in the Pre-Funding  Account,  in each case, as of the last day of the previous  calendar month,  exceeds (i) prior to the  Distribution
Date in May 2013, 25.80% of the Credit Enhancement Percentage and (ii) on or after the Distribution Date in May 2013, 32.25%.

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

         Group I Offered  Certificates:  The 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) plus related amounts on deposit in the Pre-Funding  Account 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 1.500% 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 May 2013, 3.750% 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) plus related  amounts on
deposit  in the  Pre-Funding  Account  and (2) on or after the  Distribution  Date in May 2013,  3.000% 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 sum of the aggregate  principal  balance of the Group I Mortgage
Loans as of the  Cut-off  Date and  related  amounts on deposit in the  Pre-Funding  Account  ($2,576,319.44)  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.

         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 plus related  amounts on deposit in the  Pre-Funding  Account
exceeds the applicable percentages set forth below with respect to such Distribution Date:

                Distribution Date Occurring in                       Percentage
                _______________________________________________________________
                May 2010 through April 2011                          0.40%
                May 2011 through April 2012                          0.70%
                May 2012 through April 2013                          1.05%
                May 2013 through April 2014                          1.40%
                May 2014 and thereafter                              1.55%

         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 plus related amounts on deposit
in the Pre-Funding  Account,  in each case, as of the last day of the previous  calendar month,  exceeds (i) prior to the  Distribution
Date in May 2013, 27.05% of the Credit Enhancement Percentage and (ii) on or after the Distribution Date in May 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-1,  Class II-A-2A,  Grantor Trust Class II-A-2B,  Class II-A-3,  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) plus related amounts on deposit in the Pre-Funding  Account 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.

         Group II  Overcollateralization  Target Amount: With respect to any Distribution Date, (i) prior to the related Stepdown Date,
an amount equal to 1.100% 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 May 2013,  2.750% 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) plus related amounts on deposit in the
Pre-Funding Account and (2) on or after the Distribution Date in May 2013, 2.200% 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 and
related amounts on deposit in the Pre-Funding  Account  ($4,064,210.55) 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:  With respect to each Distribution  Date, an amount equal to (i) the Principal Funds
for Loan Group II for such  Distribution  Date,  plus (ii) any Extra  Principal  Distribution  Amount with respect to Loan Group II for
such Distribution Date, minus (iii) any Group II Overcollateralization Release Amount for such Distribution Date.

         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 30-month or  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.

         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.

         Initial  Mortgage Loan: A Mortgage Loan  transferred  and assigned to the Trustee on the Closing Date pursuant to Section 2.01
and held as part of the Trust, as identified in the Mortgage Loan Schedule.

         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  related
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,  the  Grantor  Trust  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 each  Class of Class  I-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.

         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  Coverage  Account:  The account or sub-account  established and maintained  pursuant to Section 4.11 and which shall
be an Eligible Account or a sub-account of an Eligible Account.

         Interest  Coverage  Amounts:  The amounts to be paid by the Depositor to the Paying Agent for deposit in the Interest Coverage
Account on the Closing Date pursuant to Section 4.11, which amounts are  $1,200,045.00  with respect to Loan Group I and  $1,424,028.00
with respect to Loan Group II.

         Interest  Funds:  With respect to each Loan Group 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,  (e) all amounts  relating to interest  with respect to each Mortgage Loan in
the related  Loan Group  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 or its designee pursuant
to Section  10.01 and  allocated to the related  Loan Group,  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,
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  (h) any amounts  deposited  in the
Adjustable Rate  Supplemental  Fund and available for distribution to the Group I Certificates  (other than the Class I-X Certificates)
and the Group II Certificates,  as applicable,  on such Distribution Date in accordance with Section 4.05, and (i) any amount withdrawn
from the  Pre-Funding  Reserve  Account  pursuant  to Section  4.10(e),  minus (ii) all amounts  relating  to  interest  required to be
reimbursed pursuant to Sections 4.01, 4.03, 4.04 and 4.05 or the Grantor Trust Agreement,  as applicable,  and allocated to the related
Loan Group or as otherwise set forth in this Agreement or the Grantor Trust Agreement, as applicable.

         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;

         (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 I-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.

         Latest Possible Maturity Date:  As defined in Section 5.01(d).

         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, Class B and Grantor Trust  Certificates  and for the first
Interest Accrual Period,  April 26, 2007. With respect to each such Class 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.

         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:  Loan Group I or Loan Group II, as applicable.

         Loan Group I:  The group of Mortgage Loans consisting of Group I Mortgage Loans.

         Loan Group II:  The group of Mortgage Loans consisting of Group II Mortgage Loans.

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

         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 the Class I-A-1, Class I-A-2,  Underlying Class I-A-3,  Grantor Trust 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-A-1,  Class II-A-2A,
Underlying Class II-A-2B,  Grantor Trust Class II-A-2B,  Class II-A-3,  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 0.200%,  0.240%,0.290%,  0.290%,  0.430%,  0.450%, 0.550%, 0.900%, 1.000%, 1.200%, 1.750%,
2.100%, 2.100%,  0.210%,  0.240%,  0.240%,  0.240%, 0.300%, 0.450%, 1.000%, 1.750%, 2.150%, 2.150% and 2.150% per annum,  respectively,
provided that, after the first possible related Optional  Termination  Date, the related Margin with respect to the Class I-A-1,  Class
I-A-2,  Underlying Class I-A-3,  Grantor Trust 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-A-1,  Class II-A-2A,  Underlying Class II-A-2B,  Grantor Trust Class II-A-2B,
Class II-A-3,  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 0.400%,
0.480%,  0.580%,  0.580%,  0.645%,  0.675%,  0.825%,  1.350%,  1.500%,  1.800%, 2.625%, 3.150%, 3.150%, 0.420%, 0.480%, 0.480%, 0.480%,
0.600%, 0.675%, 1.500%, 2.625%, 3.225%, 3.225% and 3.225% per annum, respectively.

         Marker  Rate:  With respect to the Class  I-B-IO  Certificates  or REMIC III Regular  Interest  I-B-IO-I and any  Distribution
Date,  a per annum rate  equal to two (2) 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 III Regular  Interest
II-B-IO-I  and any  Distribution  Date, a per annum rate equal to two (2) times the  weighted  average of the  Uncertificated  REMIC II
Pass-Through Rates for REMIC II Regular Interest LT6 and REMIC II Regular Interest LT7.

         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 May 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.

         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  Sections 2.01,  2.04 and 2.08 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 Documents:  The original Mortgage Loan legal documents held by the Custodian.

         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  Schedule:  The schedule,  attached  hereto as Exhibit B  with respect to the Initial  Mortgage  Loans,  and the
schedule attached as Exhibit 1 to the related Subsequent  Transfer  Instrument with respect to the related  Subsequent  Mortgage Loans,
each as amended from time to time to reflect the repurchase or  substitution  of Mortgage Loans or the addition of Subsequent  Mortgage
Loans pursuant to this  Agreement,  the Mortgage Loan Purchase  Agreement or the Subsequent  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,  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 and such
Distribution  Date and available to be distributed on the  Certificates on such  Distribution  Date. With respect to any Class of Class
A, Class B or Grantor  Trust  Certificates  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.

         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 Group I Offered  Certificates  (other than the Class I-X
Certificates)  and the Underlying Class I-A-3  Certificates,  is equal to the weighted average of the Net Rates of the Group I Mortgage
Loans less (i) the Coupon Strip Rate, if  applicable,  and (ii) the sum of (x) the  Pass-Through  Rate on the Class I-X-1  Certificates
multiplied by the Class I-X-1 Notional Amount and (y) the  Pass-Through  Rate of the Class I-X-2  Certificates  multiplied by the Class
I-X-2 Notional  Amount,  divided by the aggregate  Stated  Principal  Balance of the Group I Mortgage Loans  immediately  prior to such
Distribution  Date and (B) with respect to the Group II  Certificates,  is equal to the weighted  average of the Net Rates of the Group
II Mortgage Loans, 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 in accordance with the terms thereof.

         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 any NIM Securities in accordance with the terms thereof.

         Non-Mortgage  Widely Held Fixed Investment Trust: As such term is defined in Treasury  Regulations  section  1.671-5(b)(12) or
successor provisions.

         Non-Offered  Certificates:  The  Underlying  Certificates,  Class  II-B-6  Certificates,  Class XP  Certificates,  Class  B-IO
Certificates and Residual 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.

         Notional  Amount:  The Class I-X-1 Notional Amount,  the Class I-X-2 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 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: (A) 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 sum of the Cut-off  Date  Balance of the Group I Mortgage  Loans and (B)
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 and (C) the related  amounts on deposit in the  Pre-Funding
Account as of the Closing Date.

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

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

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

         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, its successor in interest or any successor trustee appointed as provided herein.

         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  held in the name of the
Trustee for the benefit of the Certificateholders:

         (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;

         (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;

         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-AR4 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).

         Pre-Funded  Amounts:  The  amounts  to be paid by the  Depositor  to the  Trustee  on the  Closing  Date  for  deposit  in the
Pre-Funding Account, which amounts are $126,214,449.00 with respect to Loan Group I and $149,640,817.00 with respect to Loan Group II.

         Pre-Funding  Account:  The account or sub-account  established  and maintained  pursuant to Section 4.10(a) and which shall be
an Eligible Account or a sub-account of an Eligible Account.

         Pre-Funding  Period:  The period from the Closing Date until the earliest of (i) the date on which the Pre-Funded  Amounts are
reduced to zero or (ii) July 15, 2007.

         Pre-Funding  Reserve  Account:  The account or sub-account  established  and maintained  pursuant to Section 4.10(d) and which
shall be an Eligible Account or a sub-account of an Eligible Account.

         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 of such
Mortgage Loan 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.

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

         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 or the Group II Principal  Distribution Amount, as
applicable.

         Principal  Funds:  With respect to each Loan Group 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 during the related Due Period,
(b) all Monthly  Advances  relating to  principal  made on the Mortgage  Loans in the related Loan Group on or before the  Distribution
Account  Deposit Date,  (c) Principal  Prepayments  on the Mortgage  Loans in the related Loan Group,  exclusive of Prepayment  Charges
collected during the related  Prepayment  Period, (d) the Stated Principal Balance of each Mortgage Loan in the related Loan Group 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 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,  (g)  Insurance  Proceeds,  Liquidation  Proceeds  and  Subsequent  Recoveries  collected  during the related
Prepayment  Period on the Mortgage Loans in the related Loan Group,  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,  (h) the  principal  portions of the
amounts,  if any,  transferred  from the Final Maturity  Reserve Account  allocated to Loan Group I on such  Distribution  Date and (i)
after July 15, 2007, any  Pre-Funded  Amounts not applied to purchase  Subsequent  Mortgage Loans prior to such 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 or the Grantor
Trust  Agreement,  as  applicable  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 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.

         Private Certificates:  The Non-Offered Certificates.

         Prospectus:  The prospectus,  dated March 20, 2007, as supplemented by the prospectus  supplement dated April 27, 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.

         Record Date:  For each Class of Offered  Certificates  (other than the Class I-X Certificates) and for any Distribution  Date,
the Business Day prior to such Distribution  Date. For each Class of Class I-X Certificates and 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.

         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,  the related  Excess Spread  remaining
after distribution of any related Extra Principal Distribution Amount for such Distribution Date.

         Remaining  Pre-Funded  Amount:  With respect to each Loan Group, the amount equal to the related  Pre-Funded  Amount minus the
amount equal to 100% of the aggregate Stated  Principal  Balance of the Subsequent  Mortgage Loans  transferred to each such Loan Group
during the Pre-Funding Period.

         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-AR4 REMIC to fail to qualify as a REMIC while any regular interest in such 2007-AR4 REMIC is
outstanding,  (ii) result  in a tax on  prohibited  transactions  with  respect to any  2007-AR4  REMIC or  (iii) constitute  a taxable
contribution to any 2007-AR4 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 and
REMIC IV 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 III 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 III 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;

                           (ii)     to REMIC III 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.

                  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.

                  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.

         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

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

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

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

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

                           (ii)     to REMIC III as the holder of the REMIC II  Regular  Interests, in an amount equal to the remainder
         of the REMIC II Available Distribution Amount after the distributions made pursuant to clause (i) above, allocated as follows:

                           (A)      in respect of REMIC II Regular  Interests  LT6,  LT7 and LT8,  their  respective  Principal
                           Distribution Amounts;

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

                           (C)      any  remainder  in respect of each of the REMIC II Regular  Interests  (other than REMIC II Regular
                           Interest LT5), 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 II thereof.

         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 Loan Group II for any  Distribution  Date shall be allocated to
REMIC II 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.

         REMIC II Principal  Reduction Amounts:  For any Distribution Date, the amounts by which the Uncertificated  Principal Balances
of the REMIC II Regular  Interests will be reduced on such  Distribution  Date by the allocation of REMIC II Realized  Losses and REMIC
II 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:

                  Y5 =     the  Uncertificated  Principal  Balance  of  REMIC II  Regular  Interest  LT5  after  distributions  and the
allocation of REMIC II Net Deferred Interest and REMIC II Realized Losses on the prior Distribution Date.

                  Y6 =     the  Uncertificated  Principal  Balance  of  REMIC II  Regular  Interest  LT6  after  distributions  and the
allocation of REMIC II Realized Losses on the prior Distribution Date.

                  Y7 =     the Uncertificated  Principal Balance of REMIC II Regular Interest LT7 after  distributions and the
allocation of REMIC II Realized Losses on the prior Distribution Date.

                  Y8 =     the Uncertificated  Principal Balance of REMIC II Regular Interest LT8 after  distributions and the
allocation of REMIC II Realized Losses on the prior Distribution Date. (note:  Y7 = Y8).

                  ΔY5 =    the REMIC II Regular Interest LT5 Principal Reduction Amount.

                  ΔY6 =    the REMIC II Regular Interest LT6 Principal Reduction Amount.

                  ΔY7 =    the REMIC II Regular Interest LT7 Principal Reduction Amount.

                  ΔY8 =    the REMIC II Regular Interest LT8 Principal Reduction Amount.

                  Q0 =     the aggregate  Uncertificated  Principal Balance of the REMIC II Regular  Interests after  distributions and
the allocation of REMIC II Realized Losses and REMIC II Net Deferred Interest on the prior Distribution Date.

                  Q1 =     the aggregate  Uncertificated  Principal Balance of the REMIC II Regular  Interests after  distributions and
the allocation of REMIC II Realized Losses and REMIC II Net Deferred Interest to be made on such Distribution Date.

                  ΔQ =     Q0 - Q1 = the aggregate of the REMIC II Principal Reduction Amounts.

                  =        the aggregate of the REMIC II Net Deferred  Interest and principal  portions of REMIC II Realized  Losses to
be allocated  to, and the  principal  distributions  to be made on, the Group II  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 Loan Group II
after giving  effect to amounts  distributed  and REMIC II Realized  Losses and REMIC II 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 Loan Group II
after giving effect to amounts to be  distributed  and REMIC II Realized  Losses and REMIC II 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 for all  Classes  of  Group  II  Certificates  (other  than  the  Class  II-B-IO
Certificates)  of the  product for each Class of (i) the  monthly  interest  rate (as limited by the Net Rate Cap for Loan Group II, 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 II Realized  Losses and REMIC II Net Deferred  Interest on the
prior Distribution Date and (B) S0*Q0.

                  Γ1  =    the  lesser  of (A) the sum for all  Classes  of  Group  II  Certificates  (other  than  the  Class  II-B-IO
Certificates)  of the  product for each Class of (i) the  monthly  interest  rate (as limited by the Net Rate Cap for Loan Group II, 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 II Realized Losses and REMIC II Net Deferred
Interest to be made on such Distribution Date 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};

                  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 II Realized Losses:  For any Distribution  Date,  Realized Losses on Mortgage Loans in Loan Group II for the related Due
Period  shall be allocated to REMIC II Regular  Interests  LT5,  LT6,  LT7 and LT8 as follows:  The interest  portion of such  Realized
Losses,  if any,  shall be  allocated to such REMIC II 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 II
Regular  Interests as follows:  (1) first, to REMIC II Regular Interests LT6, LT7 and LT8, pro rata according to their respective REMIC
II Principal  Reduction  Amounts,  provided that such allocation to such REMIC II Regular  Interests shall not exceed their  respective
REMIC II Principal  Reduction  Amounts for such Distribution  Date, and (2) second,  any Realized Losses not allocated to such REMIC II
Regular Interests pursuant to the proviso of clause (1) above shall be allocated to REMIC II Regular Interest LT5.

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

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

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

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

         REMIC  III:  That  group of assets  contained  in the  Trust  Fund  designated  as a REMIC  consisting  of the REMIC I Regular
Interests and 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 I Regular Interests and the REMIC II Regular Interests pursuant to Section 6.07.

         REMIC III  Distribution  Amount:  For any  Distribution  Date,  the REMIC III  Available  Distribution  Amount shall be deemed
distributed  by REMIC III to the  Holders of the  Certificates  (other  than the  Residual,  Class B-IO and Class XP  Certificates)  on
account of the REMIC III Regular Interests (other than REMIC III Regular Interests I-B-IO, I-B-IO-P,  II-B-IO and II-B-IO-P),  to REMIC
IV on account of REMIC III 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 III thereof,  as follows:  to each REMIC III 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 III  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  or 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 III 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 III Regular  Interest  I-B-IO-I or REMIC III
Regular Interest  II-B-IO-I,  as applicable,  in respect of accrued and unpaid interest thereon.  Any remaining amount of the REMIC III
Available Distribution Amount shall be distributed to the Holders of the Class R Certificates in respect of Component III thereof.

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

         REMIC III Net  Deferred  Interest:  Net  Deferred  Interest  for any  Distribution  Date shall be  allocated  to the REMIC III
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 III Regular Interest I-B-IO-I.

         REMIC III Regular  Interest:  Any of the separate  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  (other than REMIC III
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 III table,
if applicable.  REMIC III Regular  Interest  I-B-IO-I shall accrue interest at the Class I-B-IO  Pass-Through  Rate.  REMIC III Regular
Interest  II-B-IO-I shall accrue interest at the Class II-B-IO  Pass-Through  Rate. REMIC III Regular Interests  I-B-IO-P and II-B-IO-P
shall accrue no interest.  Each REMIC III Regular  Interest (other than REMIC III 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 III Regular Interests are set forth in Section 5.01(c).

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

         REMIC IV Available  Distribution  Amount:  For any Distribution Date, the amounts deemed distributed with respect to REMIC III
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 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 Class  I-B-IO  Certificates  the amounts  deemed  distributed  with respect to REMIC III
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 III Regular Interests II-B-IO-I and II-B-IO-P.

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

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

         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,  a Subsequent Mortgage Loan Purchase Agreement or Article
II or Section 3.20 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 Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors in interest.

         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.

         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  I-A-2,  Class I-A-2,  Underlying  Class  I-A-3,  Class I-X,  Class  II-A-1,  Class  II-A-2A,
Underlying Class II-A-2B and Class II-A-3 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:  April 30, 2007.

         Stated Principal Balance:  With respect to any Mortgage Loan (including any Subsequent  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.

         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 plus any relating  amounts on deposit in the  Pre-Funding  Account is greater than or equal to (i) prior to
the Distribution  Date in May 2013,  27.125% and (ii) on or after the Distribution  Date in May 2013,  21.700%;  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 plus any
relating  amounts on deposit in the  Pre-Funding  Account  is  greater  than or equal (i) prior to the  Distribution  Date in May 2013,
25.875% and (ii) on or after the Distribution Date in May 2013, 20.700%.

         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.

         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  Cut-off  Date:  With  respect to each  Subsequent  Mortgage  Loan,  the later of (i) the first day of the month in
which the related Subsequent Transfer Date occurs or (ii) the date of origination of such Subsequent Mortgage Loan.

         Subsequent Mortgage Loan Purchase Agreement:  The agreements between EMC, as seller, and the Depositor, as purchaser,  and all
amendments  thereof  and  supplements  thereto,  regarding  the  transfer of the  Subsequent  Mortgage  Loans by EMC to the  Depositor,
substantially in the form attached hereto as Exhibit J.

         Subsequent  Mortgage  Loans:  The mortgage loans acquired by the Trust during the  Pre-Funding  Period with amounts on deposit
in the  Pre-Funding  Account which mortgage loans will be held as part of the Trust Fund and included in Loan Group I or Loan Group II,
as applicable.

         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.

         Subsequent  Transfer Date: Each date on which any Subsequent  Mortgage Loans are transferred to the Trustee,  on behalf of the
Trust, pursuant to any subsequent transfer instruments between the Depositor and the Trustee.

         Subsequent Transfer Instrument:  Each Subsequent Transfer Instrument,  dated as of a Subsequent Transfer Date, executed by the
Trustee at the written  direction  of the Sponsor  and  substantially  in the form  attached  hereto as Exhibit M, by which  Subsequent
Mortgage Loans are transferred to the related Loan Group in the Trust Fund.

         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,  the
Subsequent  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.

         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.

         Swap Agreement:  Each of (i) the ISDA Master  Agreement and related  Confirmation,  dated as of the Closing Date,  between the
Swap  Counterparty and the Grantor Trustee with respect to the Underlying  Class I-A-3  Certificates and (ii) the ISDA Master Agreement
and related  Confirmation,  dated as of the Closing Date,  between the Swap  Counterparty  and the Grantor  Trustee with respect to the
Underlying Class II-A-2B Certificates.

         Swap Counterparty:  Bear Stearns Capital Markets Inc.

         Swap  Counterparty  Payment:  On each  Distribution  Date and with respect to each Class of Grantor  Trust  Certificates,  the
following  amounts due to the Swap  Counterparty  pursuant to the related Swap  Agreement:  (i) from  interest  payments on the related
Class of Underlying  Certificates,  accrued and unpaid interest on the related Swap Deferred  Interest Amount and (ii) to the extent of
principal payments on such Underlying Certificates, the related Swap Deferred Interest Amount.

         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 II 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 and the REMIC II
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 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 III  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 or the  Uncertificated  REMIC IV 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,  REMIC III  Regular
Interest  I-B-IO-I,  REMIC III Regular Interest II-B-IO-I or the REMIC IV Regular Interests shall be based upon annual interest at such
rate divided by twelve.

         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  and  REMIC III  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  Interests LT1 and
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, (v) REMIC I Regular Interest I-X-1, 0.080% and (vi) REMIC I Regular Interest I-X-2, 0.500%.

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

         Underlying Certificates:  The Underlying Class I-A-3 Certificates and the Underlying Class II-A-2B Certificates.

         Underlying Class I-A-3  Certificates:  The Class I-A-3  Certificates  issued by the Trust on the Closing Date pursuant to this
Agreement.

         Underlying  Class II-A-2B  Certificates:  The Class II-A-2B  Certificates  issued by the Trust on the Closing Date pursuant to
this Agreement.

         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.

         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.

         Widely Held Fixed  Investment  Trust:  As such term is defined in Treasury  Regulations  section  1.671-5(b)(22)  or successor
provisions.

         Widely Held Fixed Investment Trust Regulations: Treasury Regulations section 1.671-5, as amended.

         Widely Held Mortgage Trust: As such term is defined in Treasury Regulations section 1.671-5(b)(23) or successor provisions.




                                                              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 and principal due with respect to the Initial  Mortgage  Loans after the Cut-off Date and the  Subsequent  Mortgage  Loans
after the related  Subsequent  Cut-off Date, but excluding any payments of principal and interest due on or prior to the Cut-off Date;
(ii) such assets as shall from time to time be credited or are required by the terms of this Agreement to be credited to the 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  (other  than the Class I-X  Certificates  and the Grantor  Trust
Certificates), the Underlying 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 I-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 and the  Subsequent
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 Pre-Funding  Account, the Pre-Funding Reserve Account, the
Interest Coverage Account,  the Distribution  Account and the Reserve Fund 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.

         (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.

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 and in the case of  Subsequent  Mortgage  Loans which have been prepaid in full after the related  Subsequent  Cut-off
Date and prior to the related Subsequent  Transfer 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 or the related  Subsequent  Transfer  Date, as the case may be, 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 Initial Mortgage Loans, or the Subsequent Transfer Date with respect to the
Subsequent  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 within 90 days of the Subsequent Transfer Date, with respect to the Subsequent Mortgage Loans, 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, 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, the Subsequent Mortgage Loans identified on Exhibit 1 to the related Subsequent Transfer Instrument, as the case may be,
or to appear defective on its face (i.e. torn, mutilated,  or otherwise physically altered) (a "Material Defect"),  the Trustee or the
Custodian,  as its agent,  shall promptly,  upon  completion of the review of all files,  but in no event later than 90 days after the
Closing Date,  notify the Sponsor.  In accordance with the Mortgage Loan Purchase  Agreement or the Subsequent  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 or the Subsequent Mortgage Loan
Purchase Agreement, as the case may be, 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 within 180 days of the  Subsequent  Transfer  Date with respect to
the Subsequent  Mortgage  Loans or within five Business Days after the receipt by the Trustee or the Custodian  thereof with respect to
any Substitute  Mortgage Loan), 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 the  Mortgage  Loan
Purchase  Agreement or the  Subsequent  Mortgage Loan Purchase  Agreement,  as  applicable,  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 or the  Subsequent  Mortgage Loan Purchase  Agreement,  as applicable,  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.

         Section 2.03.     Assignment of Interest in the Mortgage Loan Purchase  Agreement and the  Subsequent  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 and the Subsequent 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 or the  Subsequent  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,  the  Subsequent  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.

         (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,  the  Subsequent  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,  the Subsequent Mortgage Loan Purchase Agreement or this Agreement,  as applicable;  provided,
however,  that substitution  pursuant to the Mortgage Loan Purchase Agreement,  the Subsequent 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
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 related  Mortgage  File related to any Mortgage  Loan released  pursuant to
the Mortgage Loan Purchase Agreement,  the Subsequent 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,  the  Subsequent  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,  the
Subsequent  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 and the Subsequent  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.

         (b)      The Depositor,  concurrently  with the execution and delivery  hereof,  does hereby  transfer,  assign,  set over and
otherwise  convey in trust to the Trustee  without  recourse all the right,  title and interest of the  Depositor in and to the REMIC I
Regular  Interests  and REMIC II Regular  Interests  and the other  assets of REMIC III for the benefit of the holders of the REMIC III
Interests,  REMIC III 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 IV for the benefit
of the holders of the REMIC IV 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 and REMIC IV 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);

         (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 EMC 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;

                  (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;

                  (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 or the Subsequent  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;

                  (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.     Conveyance of Subsequent Mortgage Loans.

         (a)      Subject to the conditions set forth in paragraph (b) below, in  consideration  of the Paying Agent's  delivery on the
Subsequent  Transfer  Dates to or upon the written  order of the  Depositor of all or a portion of the balance of related  funds in the
Pre-Funding  Account,  the Depositor  shall, on such Subsequent  Transfer Date,  sell,  transfer,  assign,  set over and convey without
recourse to the Trust Fund (subject to the other terms and provisions of this  Agreement)  all its right,  title and interest in and to
(i) the Subsequent  Mortgage Loans  identified on the Mortgage Loan Schedule  attached to the related  Subsequent  Transfer  Instrument
delivered by the Sponsor on such  Subsequent  Transfer Date,  (ii) all interest  accruing  thereon on and after the Subsequent  Cut-off
Date and all  collections in respect of interest and principal due after the  Subsequent  Cut-off Date and (iii) all items with respect
to such  Subsequent  Mortgage  Loans to be  delivered  pursuant  to Section  2.01 and the other items in the  related  Mortgage  Files;
provided,  however,  that the Sponsor  reserves and retains all right,  title and  interest in and to  principal  received and interest
accruing on such  Subsequent  Mortgage  Loans prior to the related  Subsequent  Cut-off Date.  The transfer to the Trust for deposit in
Loan Group I or Loan Group II, as applicable,  by the Depositor of the Subsequent  Mortgage  Loans  identified on the related  Mortgage
Loan Schedule shall be absolute and is intended by the Depositor,  the Sponsor,  the Trustee and the  Certificateholders  to constitute
and to be treated as a sale of the  Subsequent  Mortgage  Loans by the  Depositor  to the Trust.  The  related  Mortgage  File for each
Subsequent  Mortgage Loan shall be delivered to the Trustee or the  Custodian,  on its behalf at least three Business Days prior to the
related Subsequent Transfer Date.

         The purchase price paid by the Trust from amounts  released by the Paying Agent from the Pre-Funding  Account shall be 100% of
the aggregate Stated Principal  Balance of the Subsequent  Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule).
This Agreement shall constitute a fixed price purchase contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

         (b)      The  Depositor  shall  transfer to the Trustee on behalf of the Trust for  deposit in the  applicable  Loan Group the
Subsequent  Mortgage Loans and the other property and rights related thereto as described in paragraph (a) above,  and the Paying Agent
shall  release  related  funds from the  Pre-Funding  Account  in amounts  equal to the  Subsequent  Mortgage  Loans in each Loan Group
purchased on the related  Subsequent  Transfer Date, only upon the satisfaction of each of the following  conditions on or prior to the
related Subsequent Transfer Date:

                  (i)      the Depositor  shall have delivered to the Trustee a duly executed  Subsequent  Transfer  Instrument,  which
shall  include a Mortgage Loan  Schedule  listing the  Subsequent  Mortgage  Loans,  and the Sponsor shall cause to be delivered to the
Trustee and the Servicer,  at least three Business Days prior to the related Subsequent  Transfer Date, a computer file containing such
Mortgage Loan Schedule;

                  (ii)     the Depositor  shall have furnished to the Servicer,  no later than three Business Days prior to the related
Subsequent  Transfer  Date,  (x) if the  servicer  of each such  Subsequent  Mortgage  Loan is the  existing  Servicer,  then a written
acknowledgement  of the Servicer that it is servicing such Subsequent  Mortgage Loans pursuant to any related servicing  agreement,  or
(y) if the servicer of each such  Subsequent  Mortgage Loan is not the existing  Servicer,  then a servicing  agreement and assignment,
assumption and recognition  agreement with respect to such servicer or servicers in form and substance  reasonably  satisfactory to the
Servicer;

                  (iii)    as of each  Subsequent  Transfer  Date,  as evidenced  by delivery of the  Subsequent  Transfer  Instrument,
substantially in the form of Exhibit M hereto,  the Depositor shall not be insolvent nor shall it have been rendered  insolvent by such
transfer nor shall it be aware of any pending insolvency with respect to it;

                  (iv)     such  sale and  transfer  shall  not  result  in a  material  adverse  tax  consequence  to the Trust or the
Certificateholders;

                  (v)      the Pre-Funding Period shall not have terminated;

                  (vi)     the Depositor will not select such  Subsequent  Mortgage Loans in a manner that it believes to be adverse to
the interests of the Certificateholders; and

                  (vii)    the  Depositor  shall  have  delivered  to the  Trustee a  Subsequent  Transfer  Instrument  confirming  the
satisfaction of the conditions  precedent  specified in this Section 2.08 to the extent of the Subsequent  Mortgage Loans and, pursuant
to the Subsequent  Transfer  Instrument,  assigned to the Trustee without  recourse for the benefit of the  Certificateholders  all the
right, title and interest of the Depositor, in, to and under the Subsequent Mortgage Loan Purchase Agreement.

         (c)      Any  conveyance  of  Subsequent  Mortgage  Loans on a  Subsequent  Transfer  Date is subject  to  certain  conditions
including, but not limited to, the following:

                  (i)      each such Subsequent Mortgage Loan must satisfy the representations and warranties  specified in the related
Subsequent Transfer Instrument and this Agreement;

                  (ii)     the Depositor will not select such  Subsequent  Mortgage Loans in a manner that it believes to be adverse to
the interests of the Certificateholders;

                  (iii)    as of the related  Subsequent  Cut-off Date, each such  Subsequent  Mortgage Loan will satisfy the following
criteria:

                           (A)      Such  Subsequent  Mortgage  Loan may not be 30 or more  days  Delinquent  as of the last day of the
month preceding the related Subsequent Cut-off Date;

                           (B)      The original term to stated maturity of such Subsequent Mortgage Loan will not exceed 480 months;

                           (C)      Each  Subsequent  Mortgage  Loan  must be a  One-Month  LIBOR,  Six  Month  LIBOR,  One Year  LIBOR
adjustable rate Mortgage Loan with a first lien on the related Mortgaged Property;

                           (D)      No Subsequent Mortgage Loan will have a first payment date occurring after August 1, 2007;

                           (E)      The latest maturity date of any Subsequent Mortgage Loan will be no later than August 1, 2047;

                           (F)      Such Subsequent Mortgage Loan will have a credit score of not less than 520;

                           (G)      Such Subsequent  Mortgage Loan will have a Gross Margin as of the related  Subsequent  Cut-off Date
ranging from approximately 1.500% per annum to approximately 5.500% per annum;

                           (H)      Such  Subsequent  Mortgage  Loan will have a maximum  mortgage  rate as of the  related  Subsequent
Cut-off Date greater than 16.000%; and

                           (I)      Such Subsequent  Mortgage Loan shall have been  underwritten  in accordance  with the  underwriting
guidelines of EMC;

         (d)      As of the related Subsequent Cut-off Date, the Subsequent  Mortgage Loans in the aggregate will satisfy the following
criteria:

                  (i)      have a weighted average Gross Margin ranging from 2.25% to 3.50% per annum;

                  (ii)     have a weighted average credit score greater than 650;

                  (iii)    have no less than 80% of the Mortgaged Properties be owner occupied;

                  (iv)     have no less than 75% of the Mortgaged Properties be single family detached or planned unit developments;

                  (v)      have no more than 55% of the Subsequent Mortgage Loans be cash out refinance;

                  (vi)     for all  Subsequent  Mortgage  Loans with a  Loan-to-Value  Ratio  greater  than 80% be covered by a Primary
Insurance Policy;

                  (vii)    have a weighted average maximum mortgage rate greater than or equal to 10.500%; and

                  (viii)   be acceptable to the Rating Agencies.

         To the extent that the  Pre-Funded  Amounts have not been fully  applied to the purchase of  Subsequent  Mortgage  Loans on or
before July 15, 2007, the  Certificateholders  in each Loan Group will receive on the Distribution Date immediately  following July 15,
2007 the Remaining Pre-Funded Amounts relating to each Loan Group.

         Any such  amounts  transferred  from the  Pre-Funding  Account  will be  included in  Principal  Funds for such Loan Group and
distributed to the Holders of the related Certificates pursuant to Section 6.01.

         Section 2.09.     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 2.09 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.

         Consistent with and in addition to the terms set forth in this Agreement, if a Mortgage Loan is in default or such default is
reasonably  foreseeable,  the Servicer may 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  reasaonble  and
prudent 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,  with respect to any Mortgage Loan that is not in default
or if default is not reasonably foreseeable unless the Servicer has provided to the Trustee a certification  addressed to the Trustee,
based on advice of counsel or certified public accountants that have a national  reputation with respect to taxation of REMICs, that a
modification  of such Mortgage Loan will not result in the imposition of taxes on or disqualify  from REMIC status any of the 2007-AR4
REMICs.

         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.

         Section 3.02.     REMIC-Related  Covenants.  For as  long  as any  2007-AR4  REMIC  shall  exist,  the  Trustee  shall  act in
accordance  herewith  to assure  continuing  treatment  of such  2007-AR4  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,  the Subsequent  Mortgage Loan Purchase Agreement or Section 2.04,  as applicable,  accept any contribution to any
2007-AR4 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.

         (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-AR4  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-AR4  REMIC to
fail to qualify as a REMIC or result in the  imposition  of a tax upon any 2007-AR4  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.

         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.

         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.

         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
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).

         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
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.

         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.

         (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.

         (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;

         (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.

         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  212-626-3287.  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
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.

                  (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.

                  (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.

                  (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.

                  (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.

         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.

         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.

         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.




                                                              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;

                  (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.

         (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.

         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);

                  (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 remove amounts deposited in error; and

                  (xiii)   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 pro rata based on the aggregate Stated  Principal  Balances of
the Mortgage Loans in each Loan Group.

         (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 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 I-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-AR4,  Mortgage  Pass-Through  Certificates,  Series  2007-AR4" (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,
$590,000,  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
the Group I Certificates  (other than the Class I-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  (other than the Class
I-X  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  (other  than the  Class I-X  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 $590,000 with respect to Loan
Group I and $25,000  with  respect to Loan Group II, 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 May 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:

                  (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-AR4,  Mortgage  Pass-Through  Certificates,
Series  2007-AR4." 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  Cashflow  described under the Tenth and Eleventh  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 Cashflow amounts  described in the Tenth and Eleventh 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 Tenth and Eleventh clauses of Section 6.01(b) and Section 6.01(c).

         (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-AR4  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 Tenth and Eleventh  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 Tenth and Eleventh  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-AR4 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-AR4,
Mortgage  Pass-Through  Certificates,  Series  2007-AR4,  Class XP." Funds on deposit in the Class XP Reserve  Account shall be held in
trust by the  Trustee  for the  benefit of the holders of the related  Class XP  Certificates.  The Class XP Reserve  Account  will not
represent an interest in any 2007-AR4 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 June 2010, 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.

         Section 4.10.     Pre-Funding Account and Pre-Funding Reserve Account.

         (a)      No later than the  Closing  Date,  the Paying  Agent shall  establish  and  maintain a  segregated  trust  account or
sub-account of a trust account,  which shall be titled "Pre-Funding Account,  Wells Fargo Bank, National Association,  f/b/o holders of
Structured  Asset Mortgage  Investments II Inc., Bear Stearns  Mortgage  Funding Trust 2007-AR4,  Mortgage  Pass-Through  Certificates,
Series  2007-AR4" (the  "Pre-Funding  Account").  The Pre-Funding  Account shall be an Eligible Account or a sub account of an Eligible
Account.  The Paying Agent shall,  promptly upon receipt,  deposit in the Pre-Funding Account and retain therein the Pre-Funded Amounts
remitted on the Closing Date to the Paying Agent by the Depositor.  Funds deposited in the  Pre-Funding  Account shall be held in trust
by the Paying Agent for the Holders of the Certificates for the uses and purposes set forth herein.

         (b)      The Paying Agent will invest funds deposited in the Pre-Funding  Account 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 such account  pursuant to this  Agreement,  if a Person other than the Paying Agent or an
Affiliate  of the Paying  Agent is the obligor  for the  Permitted  Investment,  or (ii) no later than the date on which such funds are
required to be withdrawn  from such account or sub account of a trust  account  pursuant to this  Agreement,  if the Paying Agent or an
affiliate  of the Paying  Agent is the obligor for the  Permitted  Investment  (or, if no written  direction  is received by the Paying
Agent from the Depositor,  then funds in such account shall remain uninvested).  For federal income tax purposes,  the Depositor or its
designee  shall be the owner of the  Pre-Funding  Account  and  shall  report  all items of  income,  deduction.  gain or loss  arising
therefrom.  All income and gain realized from  investment of funds  deposited in the  Pre-Funding  Account shall be  transferred to the
Interest  Coverage Account at the following times: (i) on the Business Day immediately  preceding each  Distribution  Date, if a Person
other than the Paying Agent or an Affiliate of the Paying Agent is the obligor for the Permitted  Investment,  or on each  Distribution
Date,  if the Paying Agent or an Affiliate of the Paying Agent is the obligor for the  Permitted  Investment,  (ii) on the Business Day
immediately  preceding  each  Subsequent  Transfer Date, if a Person other than the Paying Agent or an Affiliate of the Paying Agent is
the obligor for the  Permitted  Investment,  or on each  Subsequent  Transfer  Date,  if the Paying Agent or an Affiliate of the Paying
Agent is the obligor for the  Permitted  Investment  or (iii) within one  Business  Day of the Paying  Agent's  receipt  thereof.  Such
transferred  funds shall not constitute  income and gain for purposes of Section  4.11(b)  hereof.  The Depositor or its designee shall
deposit in the Pre-Funding  Account the amount of any net loss incurred in respect of any such Permitted  Investment  immediately  upon
realization  of such loss  without any right of  reimbursement  therefor.  At no time will the  Pre-Funding  Account be an asset of any
2007-AR4 REMIC.

         (c)      Amounts on deposit in the Pre-Funding Account shall be withdrawn by the Paying Agent as follows:

                  (i)      On any Subsequent  Transfer Date,  the Paying Agent shall  withdraw from the  Pre-Funding  Account an amount
equal to 100% of the Stated Principal  Balances of the Subsequent  Mortgage Loans  transferred and assigned to the Trustee on behalf of
the Trust for  deposit in the  related  Loan Group on such  Subsequent  Transfer  Date and pay such  amount to or upon the order of the
Depositor upon satisfaction of the conditions set forth in Section 2.08 with respect to such transfer and assignment;

                  (ii)     If the amounts on deposit in the Pre-Funding  Account (exclusive of investment income) have not been reduced
to zero by the close of business on the date of  termination  of the  Pre-Funding  Period,  then at the close of business on such date,
the Paying Agent shall deposit into the Pre-Funding  Reserve Account any amounts  remaining in the  Pre-Funding  Account  (exclusive of
investment income) for distribution in accordance with Section 4.10(e)(i);

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

                  (iv)     Upon the earliest of (i) the reduction of the  Principal  Balances of the  Certificates  to zero or (ii) the
termination  of this  Agreement in  accordance  with Section  10.01,  to withdraw  any amount  remaining on deposit in the  Pre-Funding
Account (A) for payment to the related  Certificateholders  then entitled to  distributions in respect of principal until the Principal
Balance of the Certificates has been reduced to zero (such amount being deposited inot the Pre-Funding  Reserve  Account),  and (B) any
remaining amount for payment to the Depositor.

         Withdrawals  pursuant  to clauses  (ii) and  (iv)(A)  shall be treated as  contributions  of cash to REMIC I (with  respect to
amounts related to Loan Group I) and REMIC II (with respect to amounts related to Loan Group II) on the date of withdrawal.

         (d)      No later than the Closing  Date,  the Paying  Agent shall  establish  and maintain a  segregated  trust  account or a
sub-account of a trust account,  which shall be titled "Pre-Funding Reserve Account,  Wells Fargo Bank, National Association as trustee
f/b/o holders of Structured Asset Mortgage  Investments II Inc., Bear Stearns Mortgage  Funding Trust 2007-AR4,  Mortgage  Pass-Through
Certificates,  Series 2007-AR4" (the "Pre-Funding Reserve Account").  The Pre-Funding Reserve Account shall be an Eligible Account or a
sub account of an Eligible  Account.  The Paying Agent shall, at the close of business on the day of the termination of the Pre-Funding
Period,  deposit in the Pre-Funding  Reserve Account and retain therein any funds remaining in the Pre-Funding  Account at the close of
business  on such  day.  Funds  deposited  in the  Pre-Funding  Reserve  Account  shall be held in trust by the  Paying  Agent  for the
Certificateholders for the uses and purposes set forth herein.

         (e)      The Paying Agent shall not invest funds deposited in the Pre-Funding  Reserve Account.  The amounts on deposit in the
Pre-Funding  Reserve  Account  with  respect to Loan Group I shall be assets of REMIC I and the  amounts on deposit in the  Pre-Funding
Reserve  Account  with  respect to Loan Group II shall be assets of REMIC II.  Amounts on deposit in the  Pre-Funding  Reserve  Account
shall be withdrawn by the Paying Agent as follows:

                  (i)      On the  Distribution  Date immediately  following  termination of the Pre-Funding  Period,  the Paying Agent
shall  withdraw from the  Pre-Funding  Reserve  Account the Remaining  Pre-Funded  Amounts  deposited  therein on such date pursuant to
Section 4.10(c)(ii) for distribution to the related Certificates pursuant to Sections 6.01(a) and 6.01(b), as applicable; and

                  (ii)     On each  Distribution  Date during the Pre-Funding  Period and the Distribution  Date immediately  following
termination of the  Pre-Funding  Period,  the Paying Agent shall withdraw from the  Pre-Funding  Reserve  Account the amount  deposited
therein on such date pursuant to Section  4.11(c) for  distribution  as Interest  Funds  pursuant to Sections  6.01(a) and 6.01(b),  as
applicable.

         Section 4.11.     Interest Coverage Account.

         (a)      No later than the Closing Date,  the Paying Agent shall  establish  and maintain a segregated  trust account or a sub
account of a trust account,  which shall be titled "Interest Coverage Account,  Wells Fargo Bank, National Association as trustee f/b/o
holders of Structured  Asset  Mortgage  Investments  II Inc.,  Bear Stearns  Mortgage  Funding Trust  2007-AR4,  Mortgage  Pass-Through
Certificates,  Series  2007-AR4 - Interest  Coverage  Account".  The Interest  Coverage  Account shall be an Eligible  Account or a sub
account of an Eligible  Account.  The Paying Agent shall,  promptly upon receipt,  deposit in the Interest  Coverage Account and retain
therein the  Interest  Coverage  Amount  remitted  on the Closing  Date to the Paying  Agent by the  Depositor  and all income and gain
realized from investment of funds deposited in the Pre-Funding  Account  pursuant to Section  4.10(b).  Funds deposited in the Interest
Coverage Account shall be held in trust by the Paying Agent for the Certificateholders for the uses and purposes set forth herein.

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

         (c)      On each Distribution Date during the Pre-Funding Period and on the day of termination of the Pre-Funding  Period, the
Paying Agent shall withdraw from the Interest  Coverage  Account and deposit in the  Pre-Funding  Reserve Account an amount of interest
that accrues  during the related  Interest  Accrual  Period at the  applicable  Net Rate Cap on the excess,  if any, of the  Pre-Funded
Amount for each Loan Group over the aggregate  Stated Principal  Balance of Subsequent  Mortgage Loans in such Loan Group that both (i)
had a Due Date during the Due Period relating to such  Distribution  Date or the Distribution Date following the end of the Pre-Funding
Period,  as  applicable,  and (ii) had a Subsequent  Cut-off Date prior to the first day of the month in which such  Distribution  Date
occurs.  Such  withdrawal and deposit shall be treated as a  contribution  of cash by the Depositor to REMIC I (with respect to amounts
related to Loan Group I) and REMIC II (with  respect to amounts  related to Loan Group II) on the date thereof.  Immediately  following
any such  withdrawal and deposit,  and immediately  following the conveyance of any Subsequent  Mortgage to the Trust on any Subsequent
Transfer Date, the Paying Agent shall, at the request of the Depositor,  withdraw from the Interest  Coverage  Account and remit to the
Depositor or its designee an amount equal to the excess,  if any, of the amount  remaining in such Interest  Coverage  Account over the
amount that would be required to be withdrawn therefrom  (assuming  sufficient funds therein) pursuant to the second preceding sentence
on each  subsequent  Distribution  Date,  if any, that will occur during the  Pre-Funding  Period or on the day of  termination  of the
Pre-Funding  Period,  if no Subsequent  Mortgage were acquired by the Trust Fund after the end of the Prepayment Period relating to the
current  Distribution  Date or the  Distribution  Date  following  the end of the  Pre-Funding  Period,  as  applicable.  On the day of
termination of the Pre-Funding  Period,  the Paying Agent shall withdraw from the Interest  Coverage Account and remit to the Depositor
or its designee the amount remaining in such Interest  Coverage Account after payment of the amount required to be withdrawn  therefrom
pursuant to the second preceding sentence on the day of termination of the Pre-Funding Period.

         (d)      Upon the earliest of (i) the Distribution  Date  immediately  following the end of the Pre-Funding  Period,  (ii) the
reduction of the principal  balances of the  Certificates to zero or (iii) the termination of this Agreement in accordance with Section
10.01, any amount remaining on deposit in the Interest  Coverage Account after  distributions  pursuant to paragraph (c) above shall be
withdrawn by the Paying Agent and paid to the Depositor or its designee.

         Section 4.12.     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 May 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 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 April 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):

                  first,  to the Class I-A-1,  Class I-A-2 and Underlying  Class I-A-3  Certificates  (or the Swap  Counterparty as set
         forth in the Grantor Trust  Agreement),  pro rata, in accordance with their respective  outstanding  Current Principal Amounts
         until the Current Principal Amount of each such Class has 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 Amount of each such Class thereof has been reduced to zero;

                  third,  to each Class of Group I 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  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  foregoing  distributions  will be treated as an amount  paid by the Holder of the Class  I-B-IO  Certificates  to purchase
the  outstanding  Group I  Certificates  and will be deemed made pursuant to a mandatory  purchase of the Group I  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.

         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.

         (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 Pass-Through    Initial Uncertificated
Class Designation for each REMIC I Interest               Rate              Principal Balance
_________________________________________________________________________________________________
W                                                           (1)                      N/A
LT1                                                     Variable(1)            $515,186,211.75
T2                                                     Variable(1)               $25,376.70
LT3                                                        0.00%                  $26,149.69
LT4                                                     Variable(1)               $26,149.69
I-X-1                                                      0.080%                    (2)
I-X-2                                                      0.500%                    (3)
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-1 will not have an Uncertificated  Principal Balance,  but will bear interest at a fixed pass-through
     rate equal to 0.080% per annum on a notional amount equal to the aggregate  Stated  Principal  Balance  immediately  prior to such
     Distribution  Date of all  Prepayment  Charge Loans other than the Hard  Prepayment  Charge Loans and the  Combination  Prepayment
     Charge Loans.

(3)  REMIC I Regular Interest I-X-2 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 and the Combination 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").  None of
the REMIC II Regular Interests will be certificated.

Class Designation for each REMIC II       Uncertificated REMIC II Pass-Through          Initial Uncertificated
               Interest                                    Rate                             Principal Balance
______________________________________________________________________________________________________________
LT5                                                    Variable(1)                          $812,705,557.41
LT6                                                    Variable(1)                            $26,015.28
LT7                                                       0.00%                               $55,268.93
LT8                                                    Variable(1)                            $55,268.93
Component II of the Class R                                N/A                                    N/A

(1)               Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate.

     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 II 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 III."  Component II  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,  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  III  Pass-Through  Rate)  and  initial  principal  amount or
     Uncertificated  Principal  Balance for each of the "regular  interests" in REMIC III  (the  "REMIC III  Regular  Interests").  For
     federal income tax purposes,  payment of (i) any Basis Risk Shortfall or 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 III Regular  Interest the ownership of which is represented
     by the Class of Certificates  receiving such payment.  REMIC III Regular  Interests  I-B-IO-I,  I-B-IO-P,  II-B-IO-I and II-B-IO-P
     will not be certificated.

         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                                       $275,615,000                          (1)
        I-A-2                                       $137,807,000                          (1)
        Underlying I-A-3                             $45,936,000                          (1)
        Grantor Trust I-A-3                          $45,936,000                          (1)
        I-X-1                                           Notional                          (2)
        I-X-2                                           Notional                          (2)
        I-B-1                                        $12,366,000                          (1)
        I-B-2                                         $9,790,000                          (1)
        I-B-3                                         $3,607,000                          (1)
        I-B-4                                         $7,471,000                          (1)
        I-B-5                                         $3,349,000                          (1)
        I-B-6                                         $2,576,000                          (1)
        I-B-7                                         $3,607,000                          (1)
        I-B-8                                         $2,576,000                          (1)
        I-B-9                                         $2,834,000                          (1)
        II-A-1                                      $437,228,000                          (1)
        II-A-2A                                     $118,614,000                          (1)
        Underlying II-A-2B                          $100,000,000                          (1)
        Grantor Trust II-A-2B                       $100,000,000                          (1)
        II-A-3                                       $72,871,000                          (1)
        II-B-1                                       $29,669,000                          (1)
        II-B-2                                       $15,850,000                          (1)
        II-B-3                                        $4,064,000                          (1)
        II-B-4                                        $6,909,000                          (1)
        II-B-5                                        $4,064,000                          (1)
        II-B-6                                       $14,631,000                          (1)
        I-XP-1                                               N/A                          (3)
        I-XP-2                                               N/A                          (3)
        II-XP                                                N/A                          (3)
        I-B-IO                                     $7,729,887.83                          (4)
        II-B-IO                                    $8,942,110.55                          (5)
        Component III of the Class R                         N/A                          N/A
_____________________________

(1)  The Class I-A-1,  Class I-A-2,  Underlying Class I-A-3,  Grantor Trust 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-A-1,  Class II-A-2A,  Underlying Class II-A-2B,
     Grantor Trust Class II-A-2B,  Class II-A-3,  Class II-B-1,  Class II-B-2, Class II-B-3, Class II-B-4 and Class II-B-5 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
     May 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 III 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 III 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 IV Regular Interest
     I-B-IO.

(2)  The Class  I-X-1  Certificates  will bear  interest  at a fixed  pass-through  rate equal to 0.080%  per annum on the Class  I-X-1
     Notional Amount,  and the Class I-X-2  Certificates  will bear interest at a fixed  pass-through rate equal to 0.500% per annum on
     the Class I-X-2 Notional Amount.

(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  and the  "combination"  Prepayment  Charges  received  on the Hard  Prepayment  Charge  Loans and the
     Combination Prepayment Charge Loans, respectively,  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. 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 III
     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 III 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 III
     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 III Regular Interest  II-B-IO-P in reduction of the principal  balance
     thereof.

                  (iii)    As provided  herein,  the REMIC  Administrator  will make an election to treat the segregated pool of assets
consisting of REMIC III 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 IV."  The Class R-X  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,  Uncertificated  Pass-Through Rate and initial Uncertificated  Principal Balance for both
of the "regular interests" in REMIC IV (the "REMIC IV Regular Interests").

        Class Designation for each REMIC IV        Uncertificated REMIC IV             Initial Uncertificated
                      Interest                        Pass-Through Rate                   Principal Balance
        _________________________________________________________________________________________________________
        I-B-IO                                              (1)                            $7,729,887.83
        II-B-IO                                             (2)                            $8,942,110.55
        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 IV 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 III Regular Interests I-B-IO-I and 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 IV 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 III Regular Interests II-B-IO-I and 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 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 as of such Distribution
Date. With respect to each Distribution  Date and Class I-X  Certificates,  interest shall be calculated on the basis of a 360-day year
consisting of 30-day months.

         (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.

         (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-AR4  REMIC  within  the  meaning  of
Section 860G(a)(9) of the Code.

         (j)      For federal  income tax purposes,  each 2007-AR4 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-AR4  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.

         (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.

         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,  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 a Private  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:

                  (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.

                  (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.

         (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.

         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-AR4 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.

         (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.

         (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,  Class II-B-5 or Class II-B-6
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 Fitch,  Inc., S&P,  Moody's,  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.




                                                              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  and the  Pre-Funding  Account,  in each case to the extent of funds on  deposit  with  respect  to Loan  Group I therein,  and
distributed 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 May 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,  pro rata, until the Current Principal Amount of each such Class is
         reduced to zero;

                  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,  pro rata, 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;

                  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;

         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, for each 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 $590,000 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 amount 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.

         All payments of amounts in respect of Basis Risk  Shortfall or 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 IVto the Holder of the Class I-B-IO  Certificates and then paid outside of
any 2007-AR4 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-AR4 REMIC and shall not be
part of the  entitlement  of the REMIC III 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 and the Pre-Funding  Account,  in each case
to the extent of funds on deposit with respect to Loan Group II therein, and distributed 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 each Class of Class II-A  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 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;

                  3.       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

                  4.       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, as Excess Cashflow for
         Loan Group II pursuant to clauses Third through Fifteenth 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:

                  5.       to each Class of Class II-A-1 Certificates,  pro rata, until the Current Principal Amount of each such Class
         is reduced to zero;

                  6.       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; and

         (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 for such Distribution Date will be distributed as follows:

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

                  2.       to the Class II-B Certificates in the following order of priority:

                        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;

         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 any remaining  Excess Cashflow with respect to Loan Group II, to the Class II-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;

         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-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  Cashflow being first
deposited to, and then immediately withdrawn from, the Reserve Fund as provided in Section 4.08);

         Eleventh,  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
Cashflow being first deposited to, and then immediately withdrawn from, the Reserve Fund as provided in Section 4.08);

         Twelfth,  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;

         Thirteenth,  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;

         Fourteenth,  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

         Fifteenth, 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-AR4 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.

         (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 Amount 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 I-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,  sequentially,  in that order,  to pay any current  Realized Losses and any Unpaid
Realized Loss Amount, for each 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) to the
Class I-XP-2  Certificates,  all Prepayment Charges received on the Hard Prepayment Charge Loans and the Combination  Prepayment Charge
Loans (to the extent not waived by the Servicer as set forth herein), and (ii) to the Class I-XP-1  Certificates,  all other Prepayment
Charges  received on the Group I Mortgage Loans (to the extent not waived by the Servicer as set forth  herein),  and (II) to the Class
II-XP  Certificates,  all Prepayment  Charges  received on the Group II Mortgage Loans (to the extent not waived by the Servicer as set
forth  herein).  Amounts  transferred  to the Class XP Reserve  Account shall not be available for  distribution  to the holders of any
other Class of Certificates.

         (e)      The  expenses and fees of the Trust shall be paid by each of the 2007-AR4  REMICs,  to the extent that such  expenses
relate to the assets of each of such respective  2007-AR4  REMICs,  and all other expenses and fees of the Trust shall be paid pro rata
by each of the 2007-AR4 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.

         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, the Swap  Counterparty,  the Grantor Trustee (with respect
to the Grantor Trust  Certificates)  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 to (i) 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)     the applicable accrual period dates for calculating distributions and general Distribution Dates;

                  (v)      with respect to each Loan Group, the total cash flows received and the general sources thereof;

                  (vi)     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;

                  (vii)    the amount of any  payments  made  pursuant to each Swap  Agreement  for the  benefit of the  Grantor  Trust
Certificates;

                  (viii)   the amount of any Corridor Contract Payment Amount payable to the Trustee;

                  (ix)     with respect to each Loan Group, 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 Corridor Contract.

                  (x)      the  Interest  Carry  Forward  Amount and any Basis Risk  Shortfall  Carry-Forward  Amount for each Class of
Certificates;

                  (xi)     with respect to each Loan Group,  the  aggregate  of the Stated  Principal  Balance of the related  Mortgage
Loans for the following Distribution Date;

                  (xii)    with respect to each Loan Group, 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;

                  (xiii)   with  respect to each Loan  Group,  the amount of Monthly  Advances  included  in the  distribution  on such
Distribution Date (including the general purpose of such Monthly Advances);

                  (xiv)    with respect to each Loan Group, the cumulative amount of Applied Realized Loss Amounts to date;

                  (xv)     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;

                  (xvi)    with respect to each Loan Group 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;

                  (xvii)   with  respect to each Loan Group,  the total  number and  principal  balance of any real estate owned or REO
Properties as of the last day of the calendar month preceding such Distribution Date;

                  (xviii)  with respect to each Loan Group,  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;

                  (xix)    with  respect  to each Loan  Group,  the  Realized  Losses  during  the  related  Prepayment  Period and the
cumulative Realized Losses through the end of the preceding month;

                  (xx)     with respect to each Loan Group, whether a Trigger Event exists;

                  (xxi)    updated pool composition  data including the weighted  average mortgage rate and weighted average  remaining
term;

                  (xxii)   with respect to each Loan Group,  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;

                  (xxiii)  the amount  withdrawn  from the  Pre-Funding  Account,  the  Pre-Funding  Reserve  Account and the  Interest
Coverage Account and deemed to be Principal Funds or Interest Funds on such  Distribution  Date, the amount remaining on deposit in the
Pre-Funding  Account and in the Interest Coverage Account with respect to each Loan Group,  following such  Distribution  Date, and the
amount withdrawn from the Pre-Funding Account and used to buy Subsequent Mortgage Loans prior to such Distribution Date;

                  (xxiv)   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;

                  (xxv)    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

                  (xxvi)   the amount of the distribution  made on such  Distribution  Date to the Holders of the Class XP Certificates
allocable to Prepayment Charges for the related Mortgage Loans.

         (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 (866) 846-4526.  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.

         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.

         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 I Regular Interests and the REMIC II 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 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  definitions of REMIC I Distribution
Amount and REMIC II Distribution Amount, respectively.

         (b)      On each  Distribution  Date the Trustee shall be deemed to distribute the REMIC III  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 III Regular  Interests  (other than REMIC III 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 IV, as the  holder of REMIC III  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 III Distribution Amount.

         (c)      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 IV Regular  Interests I-B-IO and II-B-IO,  respectively,  the amounts set
forth in the definition of REMIC IV Distribution Amount.

         (d)      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.

         (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 Trust Fund 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.

         (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.

         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

                  (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.

         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.

         (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.

         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.




                                                              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;

                  (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.

         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);

         (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.

         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.

         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.

         (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.

         (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;  Grantor  Trust
Administration.

         (a)      For federal  income tax purposes,  the taxable year of each  2007-AR4  REMIC shall be a calendar year and the Trustee
shall maintain or cause the maintenance of the books of each such 2007-AR4 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 (the  "Corridor  Contract  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.

                  (i)      As of the Closing Date, the Corridor  Contract  Grantor Trust is not a Widely Held Fixed  Investment  Trust.
Within 10 days after the date, if any, on which the Corridor  Contract Grantor Trust becomes a Widely Held Fixed Investment  Trust, the
Depositor shall notify the Trustee in writing whether the Corridor  Contract  Grantor Trust is a Widely Held Fixed Investment Trust and
if so whether it is a Widely Held  Mortgage  Trust or a  Non-Mortgage  Widely Held Fixed  Investment  Trust.  Following the delivery of
any such  notice the Trustee  will report as required  under the Widely  Held Fixed  Investment  Trust  Regulations  to the extent such
information  as is  reasonably  necessary  to enable the Trustee to do so is provided to the Trustee on a timely  basis.  To the extent
that the Corridor  Contract  Grantor  Trust is a Widely Held Fixed  Investment  Trust,  the  Depositor  shall  provide the Trustee with
information  identifying the grantor trust interest  holders that are "middlemen" as defined by the Widely Held Fixed  Investment Trust
Regulations.  The Trustee  will not be liable for any tax  reporting  penalties  that may arise under the Widely Held Fixed  Investment
Trust  Regulations as a result of the Depositor  incorrectly  determining the status of the Corridor Contract Grantor Trust as a Widely
Held  Fixed  Investment  Trust or  failing to  identify  whether or not the  Corridor  Contract  Grantor  Trust is a Widely  Held Fixed
Investment Trust.

                  (ii)     The Trustee,  in its discretion,  will report required Widely Held Fixed Investment Trust  information using
either the cash or accrual method,  except to the extent the Widely Held Fixed  Investment  Trust  Regulations  specifically  require a
different  method.  The Trustee will be under no obligation to determine  whether any interest holder in the Corridor  Contract Grantor
Trust uses the cash or accrual  method.  The Trustee will make  available  Widely Held Fixed  Investment  Trust  information to holders
annually.  In  addition,  the  Trustee  will not be  responsible  or liable  for  providing  subsequently  amended,  revised or updated
information to any interest holder in the Corridor Contract Grantor Trust, unless requested by such holder.

                  (iii)    The Trustee  shall not be liable for  failure to meet the  reporting  requirements  of the Widely Held Fixed
Investment  Trust  Regulations  nor for any  penalties  thereunder  if such  failure  is due to: (i) the lack of  reasonably  necessary
information being provided to the Trustee,  (ii) incomplete,  inaccurate or untimely information being provided to the Trustee or (iii)
the inability of the Trustee,  after good faith efforts,  to alter its existing  information  reporting systems to capture  information
necessary to fully comply with the Widely Held Fixed  Investment  Trust  Regulations  for the 2007 calendar year. Each owner of a class
of securities  representing,  in whole or in part,  beneficial  ownership of an interest in a Widely Held Fixed  Investment  Trust,  by
acceptance  of its  interest  in such class of  securities,  will be deemed to have  agreed to provide  the  Trustee  with  information
regarding any sale of such securities,  including the price,  amount of proceeds and date of sale.  Absent receipt of such information,
and unless  informed  otherwise by the  Depositor,  the Trustee will assume there is no secondary  market  trading of Widely Held Fixed
Investment Trust interests.

                  (iv)     To the extent  required  by the  Widely  Held Fixed  Investment  Trust  Regulations,  the  Trustee  will use
reasonable  efforts to publish on an appropriate  website the CUSIPs for the  certificates  that  represent  ownership of a Widely Held
Fixed  Investment  Trust.  The CUSIPs so published  will  represent the Rule 144A CUSIPs.  The Trustee will not publish any  associated
Regulation  S CUSIPs.  The Trustee  will make  reasonable  good faith  efforts to keep the website  accurate  and updated to the extent
CUSIPs have been  received.  Absent the receipt of a CUSIP,  the Trustee  will use a reasonable  identifier  number in lieu of a CUSIP.
The Trustee will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

                  (v)      The Trustee  shall have no obligation to monitor  whether the Corridor  Contract  Grantor Trust has become a
Widely Held Fixed  Investment  Trust  following  the Closing  Date,  and shall  report  under the Widely  Held Fixed  Investment  Trust
Regulations only to the extent it receives written notice of the same.

                  (vi)     The Trustee shall be entitled to additional reasonable  compensation  for changes  in reporting required in
respect of the Widely Held Fixed  Investment  Trust  Regulations  that arise as a result of (i) the failure of the Depositor to timely
inform the Trustee of the  designation  of the Corridor  Contract  Grantor  Trust as a Widely Held Fixed  Investment  Trust,  (ii) the
Corridor  Contract  Grantor Trust becoming a Widely Held Fixed Investment Trust after the Closing Date (if compensation is not already
provided for this  contingency) or (iii) a change in the Widely Held Fixed Investment Trust  Regulations or a change in interpretation
of the Widely Held Fixed Investment  Trust  Regulations by the IRS or the Depositor or its counsel,  if such change  requires,  in the
Trustee's  reasonable  discretion,  a material  increase in the Trustee's  reporting  obligations in respect of the Corridor  Contract
Grantor Trust.

         (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-AR4  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-AR4  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-AR4  REMIC (the "REMIC  Reporting  Agent").  The
Trustee  shall make  elections  to treat each  2007-AR4  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  December 31,  2007 and
each calendar year  thereafter) in such manner as the Code or applicable  Treasury  regulations may prescribe,  and as described by the
Trustee.  The Trustee shall sign all tax  information  returns filed pursuant to this  Section and any other returns as may be required
by the Code.  The Holder of the 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 and REMIC III.  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 IV. 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-AR4  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.

         (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).

         (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- AR4 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 a 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.

         (j)      The Trustee shall perform its obligations  set forth under Section 7.12 of the Grantor Trust Agreement  regarding the
preparation  and filing of tax returns for the Grantor  Trust.  The Trustee  shall  indemnify the Grantor Trust and the Sponsor for any
taxes and costs  including,  without  limitation,  any attorneys fees imposed on or incurred by the Grantor Trust or the Depositor as a
result of a breach of the Trustee's obligations set forth under Section 7.12 of the Grantor Trust Agreement.




                                                               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.

         (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 (i) such Mortgage Loans and (ii) related  amounts on deposit in
the Pre-Funding  Account as of the Closing Date 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-AR4  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-AR4  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.

         (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-AR4 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-AR4  REMIC or (ii) cause any 2007-AR4  REMIC to fail to qualify as a
2007-AR4 REMIC at any time that any Certificates are outstanding:

                  (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-AR4  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-AR4  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-AR4 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-AR4 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-AR4 REMIC.  Upon complete  liquidation or final  distribution of
all of the assets of the Trust Fund, the Trust Fund and each 2007-AR4 REMIC shall terminate.




                                                              ARTICLE XI

                                                       Miscellaneous Provisions

         Section 11.01.    Intent of Parties.  The  parties  intend  that each  2007-AR4  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-AR4  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).

         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-AR4 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.

         (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.

         (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.

         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-AR4,  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 Ratings Services,  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.

         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.

         (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.




         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/ Debbie Pratt                        
                                                                  Name: Debbie Pratt
                                                                  Title: Senior 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 April,  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/ Ravind Karamsingh       
                                                              Notary Public


[Notarial Seal]




STATE OF MARYLAND             )
                              ) ss.:
COUNTY OF HOWARD              )


         On the 30th day of April, 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/ Graham M. Oglesby          
                                                              Notary Public


[Notarial Seal]




STATE OF TEXAS                )
                              ) ss.:
COUNTY OF DALLAS              )

         On the 30th day of April 2007 before me, a notary public in and for said State,  personally  appeared  Debbie Pratt,  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/ Kay J. Ottinger             
                                                              Notary Public


[Notarial Seal]




STATE OF TEXAS                )
                              ) ss.:
COUNTY OF DALLAS              )

         On the 30thof April, 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/ Kay J. Ottinger             
                                                              Notary Public


[Notarial Seal]






                                                                                                                        EXHIBIT A-1

                     FORM OF [UNDERLYING] CLASS [I][II]-A-[1][2][A][B][3] 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.][WELLS FARGO BANK,  NATIONAL  ASSOCIATION,  AS
GRANTOR TRUSTEE] OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF THE DEPOSITORY TRUST
COMPANY  AND ANY  PAYMENT IS MADE TO [CEDE &  CO.][WELLS  FARGO  BANK,  NATIONAL  ASSOCIATION,  AS GRANTOR
TRUSTEE],  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.][WELLS  FARGO BANK,  NATIONAL  ASSOCIATION,  AS
GRANTOR TRUSTEE], HAS AN INTEREST HEREIN.


Certificate No. 1                             Variable Pass-Through Rate



[Underlying] Class [I][II]-A-[1][2][A][B][3]
[Super] Senior [Support]


Date of Pooling and Servicing Agreement and   Aggregate Initial Current Principal Amount
Cut-off Date:                                 of this Certificate as of the Cut-off Date:
April 1, 2007                                 $___________


                                              Initial Current Principal Amount of this
First Distribution Date:                      Certificate as of the Cut-off Date:
May 25, 2007                                  $____________


Servicer:                                     CUSIP: _____________
EMC Mortgage Corporation


Assumed Final Distribution Date:
[April 25, 2037][June 25, 2037]


                                    BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR4
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-AR4

         evidencing  a  fractional  undivided  interest  in the  distributions  allocable  to the
         [Underlying] Class  [I][II]-A-[1][2][A][B][3]  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.][Wells  Fargo Bank,  National  Association,  as Grantor
Trustee] 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  calendar  month  preceding  the month in which such
Distribution Date  occurs][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: April 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 [Underlying] Class  [I][II]-A-[1][2][A][B][3]  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


Date of Pooling and Servicing Agreement and   Aggregate Initial Current Principal Amount
Cut-off Date:                                 of this Certificate as of the Cut-off Date:
April 1, 2007                                 $______________


                                              Initial Current Principal Amount of this
First Distribution Date:                      Certificate as of the Cut-off Date:
May 25, 2007                                  $_____________


Servicer:                                     CUSIP: ___________
EMC Mortgage Corporation


Assumed Final Distribution Date:
April 25, 2037


                                    BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR4
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-AR4

         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: April 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


Date of Pooling and Servicing Agreement and   Aggregate Initial Current Principal Amount
Cut-off Date:                                 of this Certificate as of the Cut-off Date:
April 1, 2007                                 $______________


                                              Initial Current Principal Amount of this
First Distribution Date:                      Certificate as of the Cut-off Date:
May 25, 2007                                  $_____________


Servicer:                                     CUSIP: ___________
EMC Mortgage Corporation


Assumed Final Distribution Date:
June 25, 2037


                                    BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR4
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-AR4

         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: April 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   Aggregate Initial Current Principal Amount
Cut-off Date:                                 of this Certificate as of the Cut-off Date:
April 1, 2007                                 ___________


                                              Initial Current Principal Amount of this
First Distribution Date:                      Certificate as of the Cut-off Date:
May 25, 2007                                  ____________


Servicer:                                     CUSIP: ____________
EMC Mortgage Corporation


Assumed Final Distribution Date:
June 25, 2037


                                    BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR4
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-AR4

         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: April 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][2]                        Variable Pass-Through Rate


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


Date of Pooling and Servicing Agreement and   Aggregate Initial Notional Amount of this
Cut-off Date:                                 Certificate as of the Cut-off Date:
April 1, 2007                                 $_____________


                                              Initial Notional Amount of this Certificate
First Distribution Date:                      as of the Cut-off Date:
May 25, 2007                                  $______________


Servicer:                                     Percentage Interest of this Certificate:
EMC Mortgage Corporation                      __________%


Assumed Final Distribution Date:              CUSIP: ____________
[April][June] 25, 2037


                                    BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR4
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-AR4

         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: April 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   Aggregate Initial Current Principal Amount
Cut-off Date:                                 of this Certificate as of the Cut-off Date:
April 1, 2007                                 $_______


                                              Initial Current Principal Amount of this
First Distribution Date:                      Certificate as of the Cut-off Date:
May 25, 2007                                  $_______


Servicer:                                     CUSIP: ___________
EMC Mortgage Corporation


Assumed Final Distribution Date:
June 25, 2037


                                    BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR4
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-AR4

         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: April 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   Aggregate Initial Current Principal Amount
Cut-off Date:                                 of this Certificate as of the Cut-off Date:
April 1, 2007                                 $_______


                                              Initial Current Principal Amount of this
First Distribution Date:                      Certificate as of the Cut-off Date:
May 25, 2007                                  $_______


Servicer:                                     CUSIP: ___________
EMC Mortgage Corporation


Assumed Final Distribution Date:
June 25, 2037


                                    BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR4
                                          MORTGAGE PASS-THROUGH CERTIFICATE
                                                   SERIES 2007-AR4

         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: April 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-[1][2] 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-[1][2]  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-[1][2] Senior Interest Only


Date of Pooling and Servicing Agreement and   Aggregate Initial Current Notional Amount
Cut-off Date:                                 of the Certificates as of the Cut-off Date:
April 1, 2007                                 $__________



First Distribution Date:                      Initial Current Notional Amount of this
May 25, 2007                                  Certificate as 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:
April 25, 2037


                                   BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR4
                                         MORTGAGE PASS-THROUGH CERTIFICATE
                                                  SERIES 2007-AR4

         evidencing a fractional  undivided interest in the distributions  allocable to the Class
         I-X-[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 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-[1][2]  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: April 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-[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 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.


                                              Aggregate Initial Current Notional Amount
Certificate No. [1][2]                        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:
April 1, 2007                                 Percentage Interest of this Certificate:
                                              _____%


First Distribution Date:
May 25, 2007


Servicer:                                     CUSIP: ___________
EMC Mortgage Corporation


Assumed Final Distribution Date:
[April][June] 25, 2037


                                   BEAR STEARNS MORTGAGE FUNDING TRUST 2007-AR4
                                         MORTGAGE PASS-THROUGH CERTIFICATE
                                                  SERIES 2007-AR4

         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: April 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                                 CURRENT_BALANCE           PAYMENT                       STATED_ORIGINAL_TERM                     STATED_REM_TERM
17013304                                          242605            680.63                                        360                                 359
17013297                                       192479.99            720.01                                        360                                 359
17013301                                       140349.99            481.26                                        360                                 359
17012577                                          336840              1120                                        360                                 359
17012579                                       283323.21            913.46                                        360                                 359
17012596                                       498808.47            1608.2                                        360                                 359
17013277                                       139666.37             450.3                                        360                                 359
17013279                                       729819.99           2350.84                                        360                                 359
17013281                                       451233.76           1142.91                                        480                                 479
17013285                                          267668           1057.67                                        360                                 359
17012573                                          356088              1517                                        360                                 359
17051690                                       437089.99           1725.84                                        360                                 359
17051715                                          239992            774.98                                        360                                 360
17051521                                          760000           2770.83                                        360                                 360
17051599                                       165211.99            669.51                                        360                                 359
17051600                                       299947.99           1184.34                                        360                                 359
17051602                                          120000            487.51                                        360                                 360
17051605                                          140000            466.67                                        360                                 360
17051610                                          184460            766.67                                        360                                 359
17051617                                          293600           1284.51                                        360                                 360
17051644                                          440000           1415.22                                        360                                 360
17051649                                          392000           1260.83                                        360                                 360
17051506                                       459220.19           1163.14                                        480                                 479
17051661                                          324000           1042.12                                        360                                 360
17051675                                          560000           1633.34                                        360                                 360
17051681                                          318400           1194.01                                        360                                 360
17051513                                          444000           1428.08                                        360                                 360
17051514                                          317600           1021.53                                        360                                 360
17051683                                          424000           1567.19                                        360                                 360
17051684                                       461149.99           1677.09                                        360                                 359
17051687                                          500000           1786.22                                        360                                 360
17051688                                          323000            1038.9                                        360                                 360
17047887                                          340000           1275.01                                        360                                 360
17047893                                          364910           1402.92                                        360                                 359
17047897                                          508000           1852.09                                        360                                 360
17047906                                          756000           3622.51                                        360                                 360
17051563                                          298000           1024.38                                        360                                 360
17051564                                          432000           1665.01                                        360                                 360
17051567                                          500000            1608.2                                        360                                 360
17051568                                       471174.99            1419.8                                        360                                 359
17051573                                       536337.49           1783.34                                        360                                 359
17051577                                       224559.99            910.01                                        360                                 359
17051591                                       479186.29           1213.71                                        480                                 479
17047713                                          711000           2295.94                                        360                                 360
17047760                                          271096           1044.85                                        360                                 360
17047766                                          653600           2655.26                                        360                                 360
17047785                                       293698.42            946.91                                        360                                 359
17047791                                          187200            663.01                                        360                                 360
17047801                                       408979.89           1699.84                                        360                                 359
17047808                                          224000             566.4                                        480                                 480
17047810                                          263000            739.69                                        360                                 360
17047811                                          390000           1503.13                                        360                                 360
17047822                                          376000           1331.67                                        360                                 360
17047830                                          300000           1093.75                                        360                                 360
17047206                                       454913.32           1466.68                                        360                                 359
17047208                                          500000           1264.28                                        480                                 480
17047844                                          753880           2976.67                                        360                                 359
17047860                                          295920           1093.78                                        360                                 360
17047863                                          584000           2615.84                                        360                                 360
17047864                                       227125.35            733.67                                        360                                 359
17047868                                          396990           1443.75                                        360                                 359
17047869                                          208000            563.34                                        360                                 359
17047873                                          416000           1690.01                                        360                                 360
17047876                                       305261.24           1205.32                                        360                                 359
17047877                                       275532.11            697.89                                        480                                 479
17047880                                          448000           1820.01                                        360                                 360
17043542                                          417000              1390                                        360                                 360
17047729                                          985000           3518.85                                        360                                 360
17047730                                          536000           1355.31                                        480                                 480
17047174                                          336840              1470                                        360                                 359
17047175                                          520000            2112.5                                        360                                 360
17047744                                          484000           1764.59                                        360                                 360
17047181                                          495840           2220.95                                        360                                 360
17047755                                          520000           1314.86                                        480                                 480
17043478                                          192480               700                                        360                                 359
17043480                                          312000            788.92                                        480                                 480
17043486                                          141954             560.5                                        360                                 359
17043499                                          184000            594.17                                        360                                 360
17043502                                       141151.99            557.34                                        360                                 359
17043513                                          370000            1194.8                                        360                                 360
17043533                                          800000           2833.34                                        360                                 360
17043535                                          920000           3258.34                                        360                                 360
17043000                                       355548.77           1297.92                                        360                                 360
17043244                                          570400           2436.09                                        360                                 360
17043246                                          368000           1610.01                                        360                                 360
17043373                                       302754.99           1101.05                                        360                                 359
17043376                                          328548           1300.51                                        360                                 360
17043381                                          280700           1079.17                                        360                                 359
17043309                                          489220           1626.67                                        360                                 359
17043398                                          300000           1218.76                                        360                                 360
17043399                                          272000            991.67                                        360                                 360
17043404                                          340850           1310.42                                        360                                 359
17043413                                          295000           1075.53                                        360                                 360
17043415                                          460000           1725.01                                        360                                 360
17043418                                          140800            542.67                                        360                                 360
17043426                                          999999           3645.83                                        360                                 360
17043429                                          168420             612.5                                        360                                 359
17043448                                       208434.74            715.01                                        360                                 359
17043450                                          360000           1500.01                                        360                                 360
17043468                                       276689.99           1063.76                                        360                                 359
17043475                                          780000           3331.25                                        360                                 360
17042870                                        240519.8            974.68                                        360                                 359
17042875                                          417040           1646.67                                        360                                 359
17042879                                          366000           1448.75                                        360                                 360
17042881                                       236589.99            835.84                                        360                                 359
17042891                                          224159            791.92                                        360                                 359
17042893                                       541349.99           2250.01                                        360                                 359
17041655                                       182454.99            663.55                                        360                                 359
17042912                                          224560            816.67                                        360                                 359
17042914                                       319350.54           1182.79                                        360                                 359
17042918                                          235000            930.21                                        360                                 360
17042921                                        356809.8           1445.93                                        360                                 359
17042926                                          937500           2370.53                                        480                                 480
17042927                                          325000           1083.34                                        360                                 360
17042928                                          357600           1303.75                                        360                                 360
17041641                                          496000           1595.33                                        360                                 360
17042939                                          657640           2391.67                                        360                                 359
17042941                                          229536             932.5                                        360                                 360
17042942                                       545359.99           2210.01                                        360                                 359
17042948                                       203707.99            825.51                                        360                                 359
17042957                                          310000            783.86                                        480                                 480
17042959                                       210524.99            787.51                                        360                                 359
17042968                                          504000           1732.51                                        360                                 360
17042973                                       250624.99            833.34                                        360                                 359
17042984                                          537340           2624.17                                        360                                 359
17042988                                       187667.99            702.01                                        360                                 359
17042994                                       514126.96           1302.21                                        480                                 479
17042999                                          329600           1060.13                                        360                                 360
17042852                                       164911.24            582.61                                        360                                 359
17041617                                       564208.82           1432.18                                        480                                 480
17042859                                          581450           2235.42                                        360                                 359
17034262                                          308000           1219.17                                        360                                 360
17034265                                       510873.99           2070.26                                        360                                 359
17034266                                       573429.99           1847.09                                        360                                 359
17034268                                          252630             997.5                                        360                                 359
17034270                                       400999.99           1500.01                                        360                                 359
17034272                                       412614.36           1330.31                                        360                                 359
17034275                                       334834.99           1113.34                                        360                                 359
17034290                                       553379.99           1955.01                                        360                                 359
17034294                                       446613.75           1670.63                                        360                                 359
17034295                                       270684.01            956.29                                        360                                 359
17034304                                       417039.99           1690.01                                        360                                 359
17034307                                          311978           1491.17                                        360                                 359
17034171                                       217028.83            546.17                                        480                                 479
17034321                                      1002498.99           3541.67                                        360                                 359
17034178                                          576000              2520                                        360                                 360
17034326                                          436000           1498.76                                        360                                 360
17034219                                       818039.99           2635.01                                        360                                 359
17034330                                          182000            663.55                                        360                                 360
17034339                                          350000           1239.59                                        360                                 360
17034182                                          436900           1104.73                                        480                                 480
17034349                                       157607.29            526.67                                        360                                 360
17034354                                       153181.99            509.34                                        360                                 359
17034358                                      1127812.49           4101.57                                        360                                 359
17034359                                          352078           1170.67                                        360                                 359
17034361                                       172931.25            646.88                                        360                                 359
17034368                                          420000           1706.26                                        360                                 360
17034371                                          292000           1155.84                                        360                                 360
17034375                                       376939.99           1410.01                                        360                                 359
17034390                                       346212.09            876.91                                        480                                 479
17042837                                       184459.99            690.01                                        360                                 359
17032895                                       330824.99           1237.51                                        360                                 359
17032898                                          370524            1116.5                                        360                                 359
17032907                                          344000           1290.01                                        360                                 360
17034231                                          556000           2200.84                                        360                                 360
17034240                                          348000           1119.31                                        360                                 360
17034248                                        418042.5           1780.94                                        360                                 359
17034251                                          221352               736                                        360                                 359
17034253                                          340000           1239.59                                        360                                 360
17032875                                          536000           1730.84                                        360                                 360
17032878                                       501249.99           1927.09                                        360                                 359
17032887                                        648898.1           1643.57                                        480                                 479
17032659                                          489600              2193                                        360                                 360
17032889                                          400000           1625.01                                        360                                 360
17032891                                       591073.99           2211.01                                        360                                 359
17032829                                          352880           1356.67                                        360                                 359
17032680                                       289836.72            845.84                                        360                                 360
17032847                                          287466           1167.84                                        360                                 360
17032848                                          641600           2666.67                                        360                                 359
17032637                                       224000.44            793.33                                        360                                 360
17032857                                          340000           1275.01                                        360                                 360
17032873                                          321200           1037.21                                        360                                 360
17032612                                        518760.8           1672.53                                        360                                 359
17032744                                          492000           2101.25                                        360                                 360
17032745                                          384000            1235.1                                        360                                 360
17032746                                       430374.76           1593.99                                        360                                 359
17032748                                       374636.61           1331.67                                        360                                 359
17032750                                          295592           1170.06                                        360                                 360
17032765                                          312000           1105.01                                        360                                 359
17032774                                          456000           1757.51                                        360                                 360
17032776                                       210043.32            532.01                                        480                                 479
17032778                                       292671.75           1037.71                                        360                                 359
17032781                                       308769.99           1058.76                                        360                                 359
17032784                                       360899.99           1350.01                                        360                                 359
17032630                                          432000           1092.34                                        480                                 480
17032803                                          340000           1381.26                                        360                                 360
17032819                                       664055.99           2760.01                                        360                                 359
17032821                                          480000           1700.01                                        360                                 360
17032824                                       407920.43           1510.82                                        360                                 359
17027514                                       365801.49            1033.6                                        360                                 359
17027525                                          175638            638.75                                        360                                 359
17027148                                          258400            995.92                                        360                                 360
17027533                                          285000           1068.76                                        360                                 360
17027153                                          428800           1084.25                                        480                                 480
17027539                                          584000           1946.67                                        360                                 360
17027545                                          551000           2238.44                                        360                                 360
17027548                                          399200           1621.76                                        360                                 360
17032711                                       465373.45           1901.26                                        360                                 359
17032713                                       413531.24           1632.82                                        360                                 359
17032715                                          650000           1643.57                                        480                                 480
17032717                                       418042.49           1563.76                                        360                                 359
17032720                                          275409            975.41                                        360                                 359
17032722                                       962399.99           3100.01                                        360                                 359
17032723                                       928033.88           3322.37                                        360                                 359
17032728                                       231307.82            985.42                                        360                                 359
17032739                                       418042.49           1520.32                                        360                                 359
17021885                                          386250           1427.66                                        360                                 360
17021891                                       199497.49            725.53                                        360                                 359
17021892                                       299918.75            968.76                                        360                                 359
17027357                                       343416.84            869.83                                        480                                 479
17027362                                          180000            900.01                                        360                                 360
17027368                                       396989.99           1608.76                                        360                                 359
17027373                                       164008.99             528.3                                        360                                 359
17027381                                       421049.99           1575.01                                        360                                 359
17027396                                          212000            861.26                                        360                                 360
17027121                                       298243.75           1115.63                                        360                                 359
17027408                                       244349.35            914.03                                        360                                 359
17027410                                       641499.75           2199.66                                        360                                 359
17027411                                          843750           2713.84                                        360                                 360
17027416                                       272679.99           1020.01                                        360                                 359
17027417                                       368518.99            1416.8                                        360                                 359
17027430                                          154786            707.67                                        360                                 359
17027128                                       509135.43           1289.57                                        480                                 479
17027435                                       406613.99           1436.51                                        360                                 359
17027441                                       626562.49           2539.07                                        360                                 359
17027444                                          264000           1017.51                                        360                                 360
17027447                                          504000           1627.51                                        360                                 360
17027454                                          371326           1350.42                                        360                                 359
17027171                                      1255129.99           4695.01                                        360                                 359
17027464                                          316000           1185.01                                        360                                 360
17027473                                          154786            707.67                                        360                                 359
17027475                                       276689.99            948.76                                        360                                 359
17027477                                        143900.9            585.01                                        360                                 359
17027489                                       364909.99           1478.76                                        360                                 359
17027498                                          263992           1099.97                                        360                                 360
17027501                                       122304.99            533.76                                        360                                 359
17027510                                          484000           1223.83                                        480                                 480
17016071                                        399321.9           1011.43                                        480                                 479
17016075                                       215594.49            720.48                                        360                                 359
17016096                                       325491.35            952.58                                        360                                 360
17016099                                       309474.47            783.86                                        480                                 479
17015995                                          350875           1348.96                                        360                                 359
17016105                                          360000           1725.01                                        360                                 360
17016107                                       164409.99            666.26                                        360                                 359
17016108                                       296990.62            1141.8                                        360                                 359
17016133                                       425059.99           1810.84                                        360                                 359
17016135                                        320719.8           1099.73                                        360                                 359
17016014                                       454913.32           1466.68                                        360                                 359
17016140                                          640000           3333.34                                        360                                 360
17016142                                          508000           1693.34                                        360                                 360
17016144                                          999999           3541.67                                        360                                 360
17016150                                       427274.44           1082.23                                        480                                 479
17016159                                          561400           2041.67                                        360                                 359
17016163                                       498808.47            1608.2                                        360                                 359
17016168                                       142755.99            593.34                                        360                                 359
17016173                                       239999.06               950                                        360                                 360
17016177                                          183750            708.21                                        360                                 360
17016178                                          496000           1601.67                                        360                                 360
17016179                                       513767.21            2028.6                                        360                                 359
17016185                                       276689.99           1035.01                                        360                                 359
17016187                                          531726            2099.5                                        360                                 359
17016189                                      1002449.87           3229.01                                        360                                 359
17016030                                          493230            1947.5                                        360                                 359
17016195                                       391335.47             991.2                                        480                                 479
17016196                                       484177.81           1226.36                                        480                                 479
17016203                                       480397.99           2046.59                                        360                                 359
17016209                                       351403.27            890.06                                        480                                 479
17016212                                       440297.99           1692.76                                        360                                 359
17016215                                          469170            1852.5                                        360                                 359
17016217                                       338443.99           1230.84                                        360                                 359
17016221                                        399321.9           1011.43                                        480                                 479
17016225                                       315687.24           1016.87                                        360                                 359
17016037                                       630928.62           1598.05                                        480                                 479
17016228                                       216283.35            697.32                                        360                                 359
17016234                                          417040           1646.67                                        360                                 359
17020893                                       383355.99           1832.34                                        360                                 359
17020901                                       228569.99            997.51                                        360                                 359
17020905                                       328773.78           1264.17                                        360                                 359
17020911                                          323206           1175.42                                        360                                 359
17020922                                       498808.47            1608.2                                        360                                 359
17020928                                          629570           2224.17                                        360                                 359
17020931                                       309571.99           1158.01                                        360                                 359
17020352                                          696000           1759.88                                        480                                 480
17020942                                          360900            1312.5                                        360                                 359
17020363                                       600898.49           2372.63                                        360                                 359
17020946                                          320000           1166.67                                        360                                 360
17020948                                       531098.13            1345.2                                        480                                 479
17020962                                       232499.79            845.55                                        360                                 359
17020366                                       375362.59            950.74                                        480                                 479
17020972                                          211728               836                                        360                                 359
17020982                                       355151.63           1145.04                                        360                                 359
17020985                                          710000           2440.63                                        360                                 360
17020988                                          651625           2979.17                                        360                                 359
17020996                                          592678           2155.42                                        360                                 359
17021008                                       188971.25            530.16                                        360                                 359
17021719                                       276689.99           1121.26                                        360                                 359
17021720                                        432566.7           1394.63                                        360                                 359
17021744                                      1259139.99           4710.01                                        360                                 359
17021745                                          375000            1135.6                                        480                                 480
17021642                                          156390             552.5                                        360                                 359
17021749                                       485209.99           1815.01                                        360                                 359
17021758                                       184459.99            747.51                                        360                                 359
17021768                                       474865.66           1531.01                                        360                                 359
17021776                                          364910           1402.92                                        360                                 359
17021793                                       264650.98            934.99                                        360                                 359
17021801                                       418042.49           1476.88                                        360                                 359
17021697                                       579946.24           1747.56                                        360                                 359
17021807                                       347170.69           1119.31                                        360                                 359
17021814                                        416037.5           1685.94                                        360                                 359
17021817                                          232000            918.34                                        360                                 360
17021659                                       319161.78            1130.5                                        360                                 359
17021824                                          428000           1082.23                                        480                                 480
17021661                                          206916             795.5                                        360                                 360
17021834                                          544956           2270.66                                        360                                 360
17021839                                          195000            771.88                                        360                                 360
17021844                                       323450.74            819.26                                        480                                 479
17021845                                       390974.99           1421.88                                        360                                 359
17021669                                       416892.07           1055.93                                        480                                 479
17021864                                       797989.99           3897.09                                        360                                 359
17021708                                       530021.74           1707.27                                        360                                 359
17021872                                          297600           1209.01                                        360                                 360
17021676                                        306925.4           1179.99                                        360                                 359
17021877                                       142755.99            548.84                                        360                                 359
17021882                                          410000           1238.55                                        360                                 360
17021883                                       423455.99           1628.01                                        360                                 359
17016068                                          155200            517.34                                        360                                 360
17014461                                          288720              1020                                        360                                 359
17014462                                       268358.96            865.21                                        360                                 359
17014458                                          232580            990.83                                        360                                 359
17014642                                       247966.37            798.73                                        360                                 359
17014643                                       479908.73           1650.01                                        360                                 360
17012562                                          328820           1161.67                                        360                                 359
17012536                                          692000           2378.76                                        360                                 359
17012541                                       375436.24           1209.33                                        360                                 359
17012545                                       264659.99           1072.51                                        360                                 359
17012549                                          473180           1819.17                                        360                                 359
17133043                                          372930            1627.5                                        360                                 359
17133052                                          250625            807.29                                        360                                 359
17133060                                          409020            1827.5                                        360                                 359
17130574                                       280347.88           1020.83                                        360                                 359
17168571                                          238000            768.55                                        360                                 360
17154252                                          105000            470.32                                        360                                 360
17154253                                          166000            674.38                                        360                                 360
17154262                                          480000           1850.01                                        360                                 360
17154293                                          375000           1328.13                                        360                                 360
17155295                                          235077            930.52                                        360                                 360
17155375                                          205000            661.98                                        360                                 360
17155388                                          143200            492.26                                        360                                 360
17155390                                          250000            885.42                                        360                                 360
17155392                                          420000           1750.01                                        360                                 360
17155287                                          240000               950                                        360                                 360
17159790                                          236000            934.17                                        360                                 360
17159827                                          200000            687.51                                        360                                 360
17159830                                          172000            680.84                                        360                                 360
17159836                                          143000            446.88                                        360                                 360
17159873                                          188000            763.76                                        360                                 360
17159914                                          525000              1750                                        360                                 360
17159922                                          238000            718.96                                        360                                 360
17166559                                          350000               885                                        480                                 480
17166570                                          480000           2850.01                                        360                                 360
17166574                                          196000            755.42                                        360                                 360
17166602                                          230400            864.01                                        360                                 360
17152499                                          205000            811.46                                        360                                 360
17152521                                          157500            541.38                                        480                                 480
17154165                                         3880000          14145.84                                        360                                 360
17154191                                          740000           3083.34                                        360                                 360
17154193                                          300000            968.76                                        360                                 360
17130003                                          248000            904.17                                        360                                 360
17130007                                          292500           1127.35                                        360                                 360
17130015                                          268000            977.09                                        360                                 360
17130033                                          320000           1182.79                                        360                                 360
17132465                                          303950           1013.17                                        360                                 360
17132473                                          248000           1059.17                                        360                                 360
17132492                                          257500            751.05                                        360                                 360
17132516                                          372000           1356.25                                        360                                 360
17132527                                          980000           3777.09                                        360                                 360
17132529                                          184000            632.51                                        360                                 360
17132539                                          620000           2454.17                                        360                                 360
17132564                                          380000           1345.84                                        360                                 360
17132566                                          204000               935                                        360                                 360
17132567                                          232483            750.73                                        360                                 360
17132650                                          359200           1384.42                                        360                                 360
17132405                                          196000            630.41                                        360                                 360
17132673                                          650000           2776.05                                        360                                 360
17132715                                          665000           1939.59                                        360                                 360
17132737                                          178400            706.17                                        360                                 360
17132749                                          687200           2863.34                                        360                                 360
17141713                                          396800           1405.34                                        360                                 360
17141719                                          476250           1760.32                                        360                                 360
17141720                                          236000            958.76                                        360                                 360
17141724                                          232000            746.21                                        360                                 360
17141725                                          312000            1114.6                                        360                                 360
17141772                                       190983.04            677.17                                        360                                 360
17141777                                          455000           1658.86                                        360                                 360
17141791                                          153600            832.01                                        360                                 360
17141793                                          352000           1503.34                                        360                                 360
17141820                                          300000            968.76                                        360                                 360
17141833                                          262500            970.26                                        360                                 360
17148181                                          240000            726.79                                        480                                 480
17148205                                          525000           1859.38                                        360                                 360
17148245                                          215000            761.46                                        360                                 360
17148307                                          900000           3375.01                                        360                                 360
17148390                                          650000           2437.51                                        360                                 360
17148394                                          480000           1950.01                                        360                                 360
17148400                                          547500           1384.39                                        480                                 480
17150082                                          480000              2050                                        360                                 360
17150088                                          456000           1757.51                                        360                                 360
17150097                                          385000           1363.55                                        360                                 360
17150120                                          302400            972.64                                        360                                 360
17150126                                          336000              1225                                        360                                 360
17150136                                          119200            509.09                                        360                                 360
17150158                                          375960           1449.02                                        360                                 360
17152424                                          397699           1491.38                                        360                                 360
17152459                                          330000            962.51                                        360                                 360
17152472                                          980000           3777.09                                        360                                 360
17113123                                          336000           1080.71                                        360                                 360
17113130                                          472500            1821.1                                        360                                 360
17113148                                          220000            893.76                                        360                                 360
17127939                                          468800           1674.76                                        360                                 360
17127970                                          417600           1479.01                                        360                                 360
17127982                                          304000           1235.01                                        360                                 360
17127995                                          515200           2039.34                                        360                                 360
17128015                                          417000           1694.07                                        360                                 360
17128031                                          235200            1004.5                                        360                                 360
17128060                                          399000           1454.69                                        360                                 360
17128145                                          348080           1450.34                                        360                                 360
17128164                                          232000            746.21                                        360                                 360
17128213                                          416000           1646.67                                        360                                 360
17128218                                          383200           1556.76                                        360                                 360
17127863                                          947900           3386.31                                        360                                 360
17128232                                          232000            773.34                                        360                                 360
17128240                                          371000           1325.38                                        360                                 360
17128243                                          304000           1235.01                                        360                                 360
17128277                                          524000           2183.34                                        360                                 360
17127937                                          760000           2691.67                                        360                                 360
17129812                                          292000           1095.01                                        360                                 360
17129815                                          492000           2050.01                                        360                                 360
17129828                                          246400            975.34                                        360                                 360
17129830                                          192720             883.3                                        360                                 360
17129849                                          408000           1402.51                                        360                                 360
17129851                                          332000           1383.34                                        360                                 360
17129768                                          600000           2250.01                                        360                                 360
17129854                                          714400           3051.09                                        360                                 360
17129861                                          408000           1445.01                                        360                                 360
17129879                                       415755.44           1650.63                                        360                                 360
17129889                                          187200            780.01                                        360                                 360
17129897                                          500000           1786.22                                        360                                 360
17129919                                          200000            791.67                                        360                                 360
17129921                                          372000            1472.5                                        360                                 360
17129927                                          180000            455.15                                        480                                 480
17129928                                          352000           1356.67                                        360                                 360
17129945                                          275000           1031.26                                        360                                 360
17129964                                          760000           3404.17                                        360                                 360
17129972                                          480000           2000.01                                        360                                 360
17129984                                          170400            516.02                                        480                                 480
17113035                                         1390000           5067.71                                        360                                 360
17113071                                          647400            2312.8                                        360                                 360
17113074                                          660500            2359.6                                        360                                 360
17104605                                          287200           1286.42                                        360                                 360
17112940                                          500000           2656.26                                        360                                 360
17112941                                          327200            827.35                                        480                                 480
17112943                                          352000           1613.34                                        360                                 360
17112960                                          248500            776.57                                        360                                 360
17112973                                          368000           1303.34                                        360                                 360
17112987                                         1425000           5090.72                                        360                                 360
17112988                                          303000            978.44                                        360                                 360
17088423                                          346400           1443.34                                        360                                 360
17088201                                       739560.75           2470.19                                        360                                 360
17088209                                          502500           1779.69                                        360                                 360
17088213                                          240000            606.85                                        480                                 480
17088447                                          300000            906.25                                        360                                 360
17088479                                          472000           1622.51                                        360                                 360
17088497                                          417000           1476.88                                        360                                 360
17088515                                          211120            857.68                                        360                                 360
17088524                                          480000           1714.77                                        360                                 360
17088526                                          500000           1786.22                                        360                                 360
17088537                                          189900            712.13                                        360                                 360
17112848                                       559485.91           2275.01                                        360                                 360
17104569                                          608300           2471.22                                        360                                 360
17112864                                          228000             902.5                                        360                                 360
17112877                                          310400           1422.67                                        360                                 360
17112904                                          207900            779.63                                        360                                 360
17112906                                          346000           1261.46                                        360                                 360
17112910                                          188000            744.17                                        360                                 360
17112913                                          404000           1557.09                                        360                                 360
17112922                                          305600           1273.34                                        360                                 360
17112928                                          500000           1822.92                                        360                                 360
17112929                                          541000           1932.69                                        360                                 360
17104578                                          468000           1505.27                                        360                                 360
17076555                                          304000            768.69                                        480                                 480
17076563                                          357000           1338.76                                        360                                 360
17076566                                       415287.36           1690.01                                        360                                 360
17076574                                          420000           1443.76                                        360                                 360
17076587                                          860000           3493.76                                        360                                 360
17076593                                          256000            880.01                                        360                                 360
17076594                                          616000           1925.01                                        360                                 360
17076386                                          432000           1395.01                                        360                                 360
17076608                                          410000           1323.96                                        360                                 360
17076623                                          184000            591.82                                        360                                 360
17077665                                          460000           1868.76                                        360                                 360
17077675                                       518858.92           2058.34                                        360                                 360
17077618                                          242400            732.25                                        360                                 360
17077564                                          370400           1191.35                                        360                                 360
17077713                                          372000            1196.5                                        360                                 360
17077714                                          288000           1290.01                                        360                                 360
17077565                                          277500            892.55                                        360                                 360
17077716                                          329600           1270.34                                        360                                 360
17077722                                          488000           1677.51                                        360                                 360
17077625                                          638000           2000.01                                        360                                 360
17077732                                          260000            785.42                                        360                                 360
17077758                                          486400           1824.01                                        360                                 360
17077777                                          280000            962.51                                        360                                 360
17077786                                          264800           1158.51                                        360                                 360
17077787                                          648000           2314.94                                        360                                 360
17077790                                          672000           2400.68                                        360                                 360
17077795                                          428000           1529.01                                        360                                 360
17077584                                          213600            687.02                                        360                                 360
17077800                                          260000           1029.17                                        360                                 360
17077825                                          243656            913.72                                        360                                 360
17077859                                          783000           2797.22                                        360                                 360
17077863                                          319920           1299.68                                        360                                 360
17077870                                          545000           1946.98                                        360                                 360
17077871                                          302400           1228.51                                        360                                 360
17077877                                          500000           1264.29                                        480                                 480
17077645                                          472000           1573.34                                        360                                 360
17077883                                          159120            679.58                                        360                                 360
17077647                                          346400           1226.84                                        360                                 360
17077899                                          292500           1218.76                                        360                                 360
17077910                                          440000           1112.57                                        480                                 480
17077922                                         1000000           3541.67                                        360                                 360
17077927                                          490000            1750.5                                        360                                 360
17077945                                          752408           3056.66                                        360                                 360
17077950                                       302754.96           1163.96                                        360                                 360
17088264                                          584000           2311.67                                        360                                 360
17088266                                          390000            986.14                                        480                                 480
17088279                                          478000           1707.63                                        360                                 360
17088284                                          419300           1659.73                                        360                                 360
17088307                                          296000           1110.01                                        360                                 360
17088315                                          999999           3541.67                                        360                                 360
17088322                                          209600            895.17                                        360                                 360
17088324                                          572000           2043.44                                        360                                 360
17088326                                          644000           2300.65                                        360                                 360
17088332                                          468000           1505.28                                        360                                 360
17088340                                          946000           3379.53                                        360                                 360
17088348                                          100000            343.76                                        360                                 360
17088367                                          468000            1852.5                                        360                                 360
17088370                                          244000            864.17                                        360                                 360
17088390                                       421049.99           1750.01                                        360                                 360
17088394                                          280000           1108.34                                        360                                 360
17088396                                          213000           1198.13                                        360                                 360
17088404                                          360000            1312.5                                        360                                 360
17066093                                          195920            795.93                                        360                                 360
17066094                                          360000           1125.01                                        360                                 360
17066106                                          181000             659.9                                        360                                 360
17066114                                          525000           2023.44                                        360                                 360
17066131                                          455000           1625.46                                        360                                 360
17066135                                          253000           1054.17                                        360                                 360
17065897                                          460000           1643.32                                        360                                 360
17066141                                          584000           2086.31                                        360                                 360
17066151                                          230400            720.01                                        360                                 360
17066155                                          149500            545.06                                        360                                 360
17066169                                          680000           2429.26                                        360                                 360
17065902                                          372800           1592.17                                        360                                 360
17066177                                          890000           2250.42                                        480                                 480
17075014                                          340000           1345.84                                        360                                 360
17075029                                          140800            542.67                                        360                                 360
17075033                                          154000            529.38                                        360                                 360
17075036                                          393600           1230.01                                        360                                 360
17074968                                          204000            722.51                                        360                                 360
17075055                                          177200            646.05                                        360                                 360
17075063                                          550000           1964.84                                        360                                 360
17075064                                          321600            1172.5                                        360                                 360
17075065                                          907000            3240.2                                        360                                 360
17075066                                          800000           2857.95                                        360                                 360
17075068                                          614000           2193.48                                        360                                 360
17075072                                          350000           1239.59                                        360                                 360
17075083                                          288000              1140                                        360                                 360
17075086                                          558000           1993.42                                        360                                 360
17075093                                          606000           1532.31                                        480                                 480
17075098                                          140000            539.59                                        360                                 360
17075100                                          618400           2125.76                                        360                                 360
17075107                                          400000           1286.56                                        360                                 360
17075127                                          328000           1127.51                                        360                                 360
17075129                                          464000           1691.67                                        360                                 360
17074936                                          300000            758.57                                        480                                 480
17075163                                         1000000           3572.44                                        360                                 360
17075166                                          525000           2187.51                                        360                                 360
17074942                                          440000           1626.33                                        360                                 360
17075191                                          900000           3656.26                                        360                                 360
17075199                                          368000           1150.01                                        360                                 360
17075204                                          528000           1335.08                                        480                                 480
17075228                                          516000           1843.38                                        360                                 360
17075229                                       235587.49            758.86                                        360                                 360
17075240                                          248000            878.34                                        360                                 360
17075241                                          650000           2708.34                                        360                                 360
17075248                                          819000           2644.69                                        360                                 360
17075255                                          808000           3366.67                                        360                                 360
17074964                                          235900            933.77                                        360                                 360
17075264                                          340000           1381.26                                        360                                 360
17076400                                          415000           1556.26                                        360                                 360
17076401                                          252000            971.26                                        360                                 360
17076282                                          511200           1650.75                                        360                                 360
17076289                                          312750           1155.98                                        360                                 360
17076421                                          248000            852.51                                        360                                 360
17076359                                          951000           2971.88                                        360                                 360
17076448                                          810000           2615.63                                        360                                 360
17076454                                          319200           1030.76                                        360                                 360
17076465                                          200000            750.01                                        360                                 360
17076469                                          500000            1608.2                                        360                                 360
17076472                                          363750           1326.18                                        360                                 360
17076478                                          320000            809.14                                        480                                 480
17076488                                          648000           2632.51                                        360                                 360
17076489                                          720000           2572.16                                        360                                 360
17076492                                          192000            617.55                                        360                                 360
17076497                                          700000           2500.71                                        360                                 360
17076501                                          328800           1233.01                                        360                                 360
17076502                                          240000               950                                        360                                 360
17076507                                          192000            780.01                                        360                                 360
17076513                                          240000            900.01                                        360                                 360
17076517                                          308000           1283.34                                        360                                 360
17076523                                          244000            787.92                                        360                                 360
17076537                                          214000            688.31                                        360                                 360
17076538                                          512000           1653.34                                        360                                 360
17076545                                          452000           1742.09                                        360                                 360
17076550                                          496000           1595.34                                        360                                 360
17064714                                          650000           1643.57                                        480                                 480
17064723                                          412500           1804.69                                        360                                 360
17064732                                          496000           1254.17                                        480                                 480
17064741                                          528000           1980.01                                        360                                 360
17064632                                       397955.43           1286.56                                        360                                 360
17064743                                          140800            557.34                                        360                                 360
17064756                                          193450            564.23                                        360                                 360
17064773                                          430717              1346                                        360                                 360
17064774                                          816000           3145.01                                        360                                 360
17064792                                          193000            723.76                                        360                                 360
17064799                                       178043.99            684.51                                        360                                 360
17064800                                          207200            820.17                                        360                                 360
17064807                                          536000           1954.17                                        360                                 360
17064809                                          568000           1893.34                                        360                                 360
17064821                                          361750            1281.2                                        360                                 360
17064823                                          242000             882.3                                        360                                 360
17064824                                          164000            527.49                                        360                                 360
17064825                                          293600           1192.76                                        360                                 360
17064832                                          364000           1327.09                                        360                                 360
17064837                                          384000           1480.01                                        360                                 360
17064854                                          448000           1633.34                                        360                                 360
17064866                                          465000           1175.79                                        480                                 480
17064869                                          437600           2096.84                                        360                                 360
17064872                                          268850           1008.76                                        360                                 360
17064885                                          208000            693.34                                        360                                 360
17064888                                          585000              1950                                        360                                 360
17064895                                          825000           2947.26                                        360                                 360
17064897                                         1200000           4286.93                                        360                                 360
17064898                                          492000           1998.76                                        360                                 360
17064899                                          401600           1631.51                                        360                                 360
17064902                                          448000           1493.34                                        360                                 360
17064904                                          372758           1514.33                                        360                                 360
17064660                                          542000           1919.58                                        360                                 360
17064907                                          300000           1218.76                                        360                                 360
17064922                                          219200            705.04                                        360                                 360
17064923                                          896000           3360.01                                        360                                 360
17064939                                          540000           1912.51                                        360                                 360
17064949                                          476000           1586.67                                        360                                 360
17064953                                          367200           1181.07                                        360                                 360
17064957                                          237750            719.97                                        480                                 480
17065942                                         1500000           4347.52                                        480                                 480
17065965                                          340000            859.72                                        480                                 480
17065973                                          392000           1429.17                                        360                                 360
17065868                                          320000           1066.67                                        360                                 360
17065869                                          384960              1480                                        360                                 359
17065989                                          399120           1371.98                                        360                                 360
17065990                                          820000           3075.01                                        360                                 360
17065992                                          184000            747.51                                        360                                 360
17065994                                          312000           1007.51                                        360                                 360
17065996                                          248000            723.34                                        360                                 360
17065879                                          265000            883.34                                        360                                 360
17065880                                          275930            697.71                                        480                                 480
17066009                                          401520           1129.28                                        360                                 360
17066013                                          177417             776.2                                        360                                 360
17066024                                          200000            645.84                                        360                                 360
17065884                                          169600             545.5                                        360                                 360
17066047                                          591750           2157.43                                        360                                 360
17066062                                          252000           1023.76                                        360                                 360
17066065                                          840000           2975.01                                        360                                 360
17066073                                          460800           1482.12                                        360                                 360
17066083                                          228000            576.52                                        480                                 480
17065889                                          337600           1195.67                                        360                                 360
17013867                                        281408.6            900.59                                        360                                 357
17013868                                       100394.34            321.64                                        360                                 357
17013869                                       630803.63           2026.33                                        360                                 358
17013870                                       450698.01           1663.29                                        360                                 358
17013871                                       580850.85           1865.51                                        360                                 358
17013872                                       296495.76            952.05                                        360                                 358
17013873                                       656962.34           2109.96                                        360                                 358
17013874                                       453099.08           1142.91                                        480                                 478
17013875                                       497515.53           1254.17                                        480                                 478
17013876                                       613742.69           1547.48                                        480                                 478
17013877                                       300465.34           1108.86                                        360                                 358
17013878                                       402263.05           1286.56                                        360                                 357
17013879                                       485832.34           1554.48                                        360                                 357
17013880                                       409384.03           1510.82                                        360                                 358
17013881                                       497971.54           1845.33                                        360                                 358
17013882                                       276671.12            697.88                                        480                                 478
17013883                                        47273.22            174.46                                        360                                 358
17013884                                       568762.96           2099.44                                        360                                 358
17013885                                       560879.72           1801.18                                        360                                 358
17013886                                       165238.79            609.87                                        360                                 358
17013887                                       408598.53           1312.29                                        360                                 358
17013888                                        544911.1           1749.72                                        360                                 358
16996712                                       385284.13           1279.69                                        360                                 357
16996714                                       248008.39           1011.36                                        360                                 357
16996717                                       312500.08            993.87                                        360                                 357
16996719                                       473541.27           1370.83                                        360                                 357
16996725                                       271074.57            861.99                                        360                                 357
16996726                                       351907.03           1125.74                                        360                                 357
17129709                                          307500           1185.16                                        360                                 360
17154132                                          448950           1359.54                                        480                                 480
17113166                                          527000           1882.68                                        360                                 360
17201456                                          267600            676.65                                        480                                 480
16707322                                       432003.43           1376.62                                        360                                 356
17013378                                          193600            489.53                                        480                                 480
17129901                                          665000           2375.67                                        360                                 360
17154219                                          563000           2011.29                                        360                                 360
17152518                                          483000           1725.49                                        360                                 360
17129903                                          500000            1608.2                                        360                                 360
17132676                                          417000           1054.41                                        480                                 480
16724258                                       505502.84            1608.2                                        360                                 355
17129827                                          224000            720.48                                        360                                 360
17182479                                          584500           2088.09                                        360                                 360
17148378                                          675000            2411.4                                        360                                 360
17168692                                          545000           1443.41                                        480                                 480
16638386                                        129197.3             411.7                                        360                                 356
17077893                                          680000           2429.26                                        360                                 360
16775827                                       483512.52           1213.71                                        480                                 477
17178496                                          900000           2894.76                                        360                                 360
17159868                                          860000            3072.3                                        360                                 360
17077897                                          588000            2100.6                                        360                                 360
17150023                                          786000           2807.94                                        360                                 360
17201460                                          372000            1196.5                                        360                                 360
17150026                                          591000           1494.38                                        480                                 480
17113091                                          152000            384.35                                        480                                 480
17170504                                          487500           1232.67                                        480                                 480
17201546                                          356000           1145.04                                        360                                 360
17154224                                          532000           1900.54                                        360                                 360
17128304                                          300000           1108.86                                        360                                 360
17154225                                          417000           1489.71                                        360                                 360
17128063                                          431775           1595.93                                        360                                 360
15814550                                       239231.17            791.79                                        360                                 343
17141753                                          747000           2668.61                                        360                                 360
17141834                                          397500           1420.05                                        360                                 360
17166604                                         1000000           3572.44                                        360                                 360
17152529                                          920000           3286.64                                        360                                 360
16847840                                       556154.86           1395.77                                        480                                 477
17175198                                          412500           1249.16                                        480                                 480
17159875                                          535000           1911.26                                        360                                 360
17201472                                          500000           1264.29                                        480                                 480
17057113                                          131000            331.25                                        480                                 480
17204146                                          500000            1608.2                                        360                                 360
17128152                                          950000           3393.82                                        360                                 360
17205832                                          500000           1264.29                                        480                                 480
17152454                                          312000            944.82                                        480                                 480
17008843                                          613600           1973.59                                        360                                 360
17200669                                          995000           3554.58                                        360                                 360
17132692                                         1165000           4161.89                                        360                                 360
16641734                                        73890.28            365.05                                        360                                 353
15815615                                       681273.18           2269.07                                        360                                 342
17128238                                          498000           1779.08                                        360                                 360
17181681                                          346000           1047.78                                        480                                 480
17141768                                          645000           2304.23                                        360                                 360
16781445                                       321300.98           1029.25                                        360                                 357
17129845                                          252000             637.2                                        480                                 480
17150040                                          441000           1575.45                                        360                                 360
17150044                                          490000            1750.5                                        360                                 360
17150045                                          735000           2625.74                                        360                                 360
17200591                                          608000           1955.57                                        360                                 360
17150129                                         1500000           5358.66                                        360                                 360
17202619                                          384000            1235.1                                        360                                 360
17170607                                          662000           2364.96                                        360                                 360
15356046                                       183657.28            818.19                                        360                                 336
17057128                                          198750            639.26                                        360                                 360
16728800                                       573701.48           1433.69                                        480                                 476
17166543                                          308000             778.8                                        480                                 480
17141775                                          930000           3322.37                                        360                                 360
17166626                                          543000           1939.84                                        360                                 360
16691706                                        295456.8           1229.51                                        360                                 354
17141778                                          549500           1963.06                                        360                                 360
17129936                                          312000            788.92                                        480                                 480
17181695                                          672126           2401.13                                        360                                 360
16835809                                       385459.09            967.17                                        480                                 477
16723399                                       189108.82            693.04                                        360                                 356
16819288                                       331529.63           1219.74                                        360                                 357
17159893                                          649800           2321.37                                        360                                 360
17150131                                          260350            930.09                                        360                                 360
17204084                                          840000           2123.99                                        480                                 480
17128250                                          496800           1256.19                                        480                                 480
17170534                                          140000            423.96                                        480                                 480
17154173                                          399000           1425.41                                        360                                 360
17154174                                          993000           3547.43                                        360                                 360
17008780                                          265000            802.49                                        480                                 480
17154175                                          511000           1825.52                                        360                                 360
17170538                                          211000            753.79                                        360                                 360
17170619                                          450000            1607.6                                        360                                 360
17166552                                          138400            419.12                                        480                                 480
17129944                                          917000           3275.93                                        360                                 360
17166638                                          322000           1150.33                                        360                                 360
17166639                                          550000           1964.84                                        360                                 360
16848684                                       269386.56            861.99                                        360                                 356
16688547                                       461533.47           1153.02                                        480                                 476
17150140                                          391950           1260.67                                        360                                 360
17150062                                          560000           2000.57                                        360                                 360
17170620                                          596000           2129.18                                        360                                 360
17200691                                          420000              1062                                        480                                 480
17154180                                          858000           3065.15                                        360                                 360
17170624                                          840000           3000.85                                        360                                 360
17155315                                          264000            667.54                                        480                                 480
17170625                                          570000           2036.29                                        360                                 360
17088312                                          440000           1112.57                                        480                                 480
17154185                                          283750            717.48                                        480                                 480
17057067                                          420500           1063.26                                        480                                 480
17170629                                          435000           1554.01                                        360                                 360
17128186                                          593600           1909.26                                        360                                 360
17166486                                          760000           2715.05                                        360                                 360
16819707                                       305576.84            977.78                                        360                                 357
17076496                                          525000           1875.53                                        360                                 360
17203533                                          662000           2364.96                                        360                                 360
17075050                                       179694.85            455.15                                        480                                 480
17170712                                          560000           2000.57                                        360                                 360
17170632                                          650000           2322.09                                        360                                 360
17204185                                          402000           1485.88                                        360                                 360
17172253                                          520000           1857.67                                        360                                 360
17154271                                          666000           2379.25                                        360                                 360
17170555                                          701000           2504.28                                        360                                 360
17170556                                          647000           2311.37                                        360                                 360
17057157                                       332096.42           1188.91                                        360                                 360
17170639                                          558400           1994.85                                        360                                 360
16691732                                       188986.81            645.37                                        360                                 355
16691733                                       185311.26            622.35                                        360                                 355
17154198                                          600000           2143.47                                        360                                 360
17166577                                          452000           1142.91                                        480                                 480
16729647                                       388997.41           1426.73                                        360                                 356
17150160                                          540000           1929.12                                        360                                 360
17027123                                          360000            910.28                                        480                                 480
17170720                                          560000           2000.57                                        360                                 360
17155330                                          303000           1082.45                                        360                                 360
16801442                                       522393.18           1672.53                                        360                                 357
17170721                                          438750           1621.71                                        360                                 360
17150085                                          495000           1768.36                                        360                                 360
17150086                                          656000           2343.52                                        360                                 360
16407462                                       244810.27            851.52                                        360                                 352
17168520                                          622500           2002.21                                        360                                 360
17077802                                          750000           2679.33                                        360                                 360
17170567                                          349800            1125.1                                        360                                 360
17088335                                          552800           1778.03                                        360                                 360
17166663                                          508000            1814.8                                        360                                 360
17128287                                          440000           1415.22                                        360                                 360
16667605                                       349458.24           1106.44                                        360                                 354
17166664                                         1500000           5358.66                                        360                                 360
16667526                                       347159.67           1448.46                                        360                                 354
17166666                                          562000           2007.71                                        360                                 360
17129895                                          457000           1632.61                                        360                                 360
17112911                                          840000           3000.85                                        360                                 360
17148210                                          700000           2500.71                                        360                                 360
17150091                                          244000            784.81                                        360                                 360
17148214                                          198750            502.56                                        480                                 480
17060348                                          360987            914.33                                        480                                 480
17170490                                          650000           2322.08                                        360                                 360
17154290                                          692000           2472.13                                        360                                 360
17155262                                          556494           1407.13                                        480                                 480
17170653                                          770000           2750.78                                        360                                 360
17170654                                          391000           1396.83                                        360                                 360
17178412                                          300000            964.92                                        360                                 360
17154292                                          454000           1621.89                                        360                                 360
17150098                                          102350             258.8                                        480                                 480
17141813                                          412000           1041.77                                        480                                 480
17141732                                          517000           1846.95                                        360                                 360
17132660                                          558000           1993.42                                        360                                 360
17200637                                          496000           1771.93                                        360                                 360
17141733                                          598000           2136.32                                        360                                 360
17154126                                          368000           1183.63                                        360                                 360
17175250                                          468750            1732.6                                        360                                 360
17181730                                          497000           1837.01                                        360                                 360
17175251                                          650000           2322.09                                        360                                 360
17132745                                          623000           2225.63                                        360                                 360
17175252                                          632000           2257.78                                        360                                 360
17182462                                          400000           1428.98                                        360                                 360
17132666                                          177600            449.08                                        480                                 480
17182465                                          120800            388.55                                        360                                 360
17148365                                          312800           1006.09                                        360                                 360
17043489                                          224800            723.05                                        360                                 360
17127793                                          300000            758.57                                        480                                 480
17168683                                          700000           2500.71                                        360                                 360
17159773                                          368000            930.51                                        480                                 480
17168688                                          984000           3515.28                                        360                                 360
17154212                                          534000           1907.68                                        360                                 360
17172279                                          423000           1511.14                                        360                                 360
17178417                                          376000           1389.77                                        360                                 360
17170579                                          528800           1889.11                                        360                                 360
17088189                                          232000            857.52                                        360                                 360
16667539                                       364570.25           1220.95                                        360                                 354
17130021                                          586000           2093.45                                        360                                 360
17148300                                          608000           2172.05                                        360                                 360
17132445                                          488000           1743.35                                        360                                 360
17182406                                          990000           3536.72                                        360                                 360
17148226                                       677562.41           2429.26                                        360                                 360
17013866                                       437578.63           1305.94                                        480                                 475
17168623                                          650000           2322.09                                        360                                 360
17178424                                          624000           1577.83                                        480                                 480
17077904                                          617500           2205.98                                        360                                 360
17155359                                          248000            916.66                                        360                                 360
17066178                                          412500           1524.69                                        360                                 360
16407486                                       844325.68           2653.53                                        360                                 352
17170587                                          500000           1786.22                                        360                                 360
17168707                                          430000           1536.15                                        360                                 360
17170669                                          213000            760.93                                        360                                 360
16610400                                       101353.93             375.9                                        360                                 353
17181602                                          460000           1163.14                                        480                                 480
17175205                                          530000            1893.4                                        360                                 360
17051618                                          356250           1316.77                                        360                                 360
17155362                                          214500            792.84                                        360                                 360
17132538                                          235000            594.22                                        480                                 480
17170592                                          535000           1911.26                                        360                                 360
17148318                                          499000           1782.65                                        360                                 360
17172295                                          268000               862                                        360                                 360
17077671                                          586000           2093.45                                        360                                 360
15947704                                       693476.37           2463.47                                        360                                 344
17075179                                          564000           1426.11                                        480                                 480
17077672                                          504000           1800.51                                        360                                 360
17077918                                          605000           2161.33                                        360                                 360
17077838                                         1250000           4644.17                                        360                                 360
17077676                                          400000           1428.98                                        360                                 360
17201403                                          412500           1043.04                                        480                                 480
16997766                                          148000            374.23                                        480                                 480
17013404                                          481600           1549.02                                        360                                 360
17055021                                          168000             424.8                                        480                                 480
17132701                                          707000           2525.72                                        360                                 360
17132620                                       443299.58           1122.69                                        480                                 480
17132541                                          365600           1175.92                                        360                                 360
17148320                                          850000           3036.57                                        360                                 360
17055028                                          459200           1476.97                                        360                                 360
17178522                                          930000           3322.37                                        360                                 360
17077760                                          640000           1618.28                                        480                                 480
17178443                                          650000           2322.09                                        360                                 360
17077926                                          770000           2750.78                                        360                                 360
17170689                                         1500000           5358.66                                        360                                 360
17178528                                          345000            872.36                                        480                                 480
17168728                                          296000            952.06                                        360                                 360
17055111                                         1497000           5347.94                                        360                                 360
17113046                                          650000           2322.09                                        360                                 360
17181700                                          187500            693.04                                        360                                 360
17175220                                          389600           1440.04                                        360                                 360
17175140                                          164000            414.69                                        480                                 480
16393006                                       243727.93            851.31                                        360                                 351
17159820                                          591000           2111.31                                        360                                 360
17159821                                          697000           2489.99                                        360                                 360
17077931                                          616000           2200.62                                        360                                 360
17077851                                          700000           2500.71                                        360                                 360
17159905                                          472000           1193.49                                        480                                 480
17088383                                          371000           1325.38                                        360                                 360
17168735                                          414000           1478.99                                        360                                 360
17077935                                          521000           1861.24                                        360                                 360
17178457                                          329250            997.06                                        480                                 480
16979085                                       475598.09           1527.79                                        360                                 358
16610354                                       592299.59           2459.02                                        360                                 353
16724222                                       243873.72            606.85                                        480                                 475
17182440                                          500000           1786.22                                        360                                 360
17141716                                          525000           1875.53                                        360                                 360
17141717                                          454000           1621.89                                        360                                 360
17148343                                          473200           1196.52                                        480                                 480
17132487                                          854000            2159.4                                        480                                 480
17148186                                          168000            540.36                                        360                                 360
17077861                                          730000           2607.88                                        360                                 360
17159835                                          489000           1746.93                                        360                                 360
16968721                                       233794.77            586.63                                        480                                 477
17178468                                          513600           1298.67                                        480                                 480
17201510                                          157500            582.16                                        360                                 360
17200703                                          800000           2857.95                                        360                                 360
16610362                                       186565.38            774.76                                        360                                 353
17148191                                          165000            499.67                                        480                                 480
17076427                                          294000            945.63                                        360                                 360
16696502                                        331741.4            994.18                                        480                                 476
17175168                                          568000           1720.05                                        480                                 480
17064927                                          172500             637.6                                        360                                 360
17182458                                          447000           1596.88                                        360                                 360
17077791                                          498000           1779.08                                        360                                 360
17077793                                          450000            1607.6                                        360                                 360
17168594                                          497000            1775.5                                        360                                 360
17168677                                          506000           1807.66                                        360                                 360
16798472                                       421571.69           1348.31                                        360                                 357
17077799                                          643200           2297.79                                        360                                 360
17128200                                          464000           1492.41                                        360                                 360
17200636                                          840000           3000.85                                        360                                 360
17113075                                          800000           2857.95                                        360                                 360
17012506                                       449119.99           2100.01                                        360                                 359
17012399                                          569420           2544.17                                        360                                 359
17012522                                          215200            851.84                                        360                                 360
17010884                                       499152.38           1264.29                                        480                                 479
17010890                                       418042.49           1216.26                                        360                                 359
17010894                                       390267.74           1258.26                                        360                                 359
17010896                                       140349.99            583.34                                        360                                 359
17010776                                          296740            1202.5                                        360                                 359
17010782                                          505260            2047.5                                        360                                 359
17012448                                       741849.99           3083.34                                        360                                 359
17012467                                        408514.4           1485.67                                        360                                 359
17012474                                       441099.99           1833.34                                        360                                 359
17012386                                       269632.37            817.63                                        480                                 479
17012493                                          556000           2142.92                                        360                                 360
17012497                                          296740           1264.17                                        360                                 359
17012394                                       621714.87           2004.46                                        360                                 359
17012430                                       244609.99            762.51                                        360                                 359
17004410                                        582608.3           1878.37                                        360                                 359
17004413                                          513280              2080                                        360                                 359
17008800                                          504800           1787.84                                        360                                 360
17008806                                       179694.85            455.15                                        480                                 479
17008809                                        147647.3            476.03                                        360                                 359
17008759                                          300750              1125                                        360                                 359
17008835                                       721799.99           2025.01                                        360                                 359
17008851                                       313205.67           1010.09                                        360                                 359
17008853                                       388969.99           1414.59                                        360                                 359
17008856                                       512477.99           2289.76                                        360                                 359
17008908                                       187667.99            721.51                                        360                                 359
17010815                                          940000           2376.85                                        480                                 480
17010756                                       183376.25            679.18                                        360                                 359
17010759                                       271351.81            874.86                                        360                                 359
17010856                                       376036.45            952.45                                        480                                 479
17010871                                          544000           1375.54                                        480                                 480
17004478                                       299285.08            964.92                                        360                                 359
17004483                                          591475           2273.96                                        360                                 359
17004382                                          280700            1137.5                                        360                                 359
17004489                                          772000           2975.42                                        360                                 360
17004499                                       459220.19           1163.14                                        480                                 479
17004511                                       352799.79           1319.71                                        360                                 359
17004523                                       279525.33               708                                        480                                 479
17004396                                          397600           1005.36                                        480                                 480
17004399                                        224479.8               933                                        360                                 359
17004546                                       431267.66           1092.34                                        480                                 479
17004553                                          303958           1105.42                                        360                                 359
17004559                                       325812.49           1083.34                                        360                                 359
17004561                                       435115.12           1611.55                                        360                                 359
17004570                                          299146           1087.92                                        360                                 359
17004584                                          437892            1865.5                                        360                                 359
17004587                                       511675.99           1860.84                                        360                                 359
17001524                                          360900            1312.5                                        360                                 359
17001349                                       399507.68           1288.04                                        360                                 359
17001368                                       498489.04           2376.67                                        360                                 359
17001575                                          241000            953.96                                        360                                 359
17001433                                       188469.99            724.59                                        360                                 359
17001394                                       648898.11           1643.56                                        480                                 479
17001435                                      1428562.49           5789.07                                        360                                 359
17001592                                       346611.41            877.92                                        480                                 479
17001600                                          312000           1267.51                                        360                                 360
17001619                                          272800            994.59                                        360                                 360
17001621                                          390574           1298.67                                        360                                 359
17001630                                       356889.99           1223.76                                        360                                 359
17002961                                          292730           1034.17                                        360                                 359
17002870                                          469170              1560                                        360                                 359
17003002                                          692000           2450.84                                        360                                 359
17002911                                          740800           2469.34                                        360                                 360
17003053                                        224418.9            568.43                                        480                                 479
17003056                                       714180.99           2671.51                                        360                                 359
17003080                                          268800              1064                                        360                                 360
17003092                                          432000              1710                                        360                                 360
17004438                                          500000           1927.09                                        360                                 360
17004442                                       208446.03            527.97                                        480                                 479
17004374                                          332830           1279.58                                        360                                 359
17001494                                       102944.71            417.18                                        360                                 359
17001508                                       295135.99           1073.34                                        360                                 359
16997932                                       241822.34            779.66                                        360                                 359
17001336                                       604846.15            2167.6                                        480                                 479
17001489                                          500000           1514.13                                        480                                 480
16997815                                       578617.82           1865.51                                        360                                 359
16997819                                        703717.9           2559.25                                        360                                 359
16997703                                          465160           2078.33                                        360                                 359
16997835                                       417039.99           1690.01                                        360                                 359
16997842                                       411345.79           1538.71                                        360                                 359
16997853                                         1000000           3572.44                                        360                                 360
16997744                                          367000           1185.11                                        360                                 360
16997890                                       400999.99           1750.01                                        360                                 359
16997898                                       251878.12            785.16                                        360                                 359
16997901                                          267066             721.5                                        360                                 359
16994876                                          296000           1233.34                                        360                                 359
16994556                                         1000000           3572.44                                        360                                 360
16994893                                       320799.99           1233.34                                        360                                 359
16994565                                       545549.05           1375.54                                        480                                 478
16994911                                       320799.99           1400.01                                        360                                 359
16994917                                       996086.23           3323.34                                        360                                 359
16997785                                          496438           1960.17                                        360                                 359
16997791                                          647500           2023.44                                        360                                 360
16989978                                       555376.97           2019.77                                        360                                 359
16989347                                          292730              1095                                        360                                 359
16989999                                          248000           1110.84                                        360                                 360
16989354                                       352443.22           1132.17                                        360                                 358
16990005                                       563043.89           1426.11                                        480                                 479
16990015                                       478856.13           1543.87                                        360                                 359
16991007                                       421049.99           1487.51                                        360                                 359
16991015                                        132249.8            384.77                                        360                                 359
16991042                                       340846.09           1310.42                                        360                                 359
16991043                                       566172.67            1434.2                                        480                                 479
16990942                                          384960              1640                                        360                                 359
16991078                                          364910           1516.67                                        360                                 359
16990954                                        383084.9            1235.1                                        360                                 359
16994523                                       391065.84           1260.83                                        360                                 359
16994534                                          651625           2572.92                                        360                                 360
16994845                                       645609.99           2616.26                                        360                                 359
16994847                                       280699.99           1020.84                                        360                                 359
16984141                                       913754.15           2770.85                                        480                                 479
16984354                                          372000            1196.5                                        360                                 360
16984175                                          497240           1446.67                                        360                                 359
16989867                                       255988.37           1037.36                                        360                                 359
16989893                                       346660.19           1125.74                                        360                                 359
17047709                                       168620.49            490.59                                        360                                 359
16980299                                          648000           2700.01                                        360                                 360
16980315                                          292000           1186.26                                        360                                 360
16982644                                          412000           1587.92                                        360                                 360
16982649                                          555000           1680.69                                        480                                 480
16982593                                       570636.89           1839.78                                        360                                 359
16982706                                       312779.99           1365.01                                        360                                 359
16982605                                       438951.46           1415.21                                        360                                 359
16982615                                          156390            633.75                                        360                                 359
16982760                                       499152.38           1264.29                                        480                                 479
16982771                                       337140.33           1022.34                                        480                                 479
16984087                                          392980           1265.83                                        360                                 359
16984104                                          128320               480                                        360                                 359
16984261                                       226957.85            731.73                                        360                                 359
16980274                                       162003.99            572.34                                        360                                 359
16980106                                          255036            1033.5                                        360                                 359
16980180                                       360699.49           1311.78                                        360                                 359
16980214                                          196000            714.59                                        360                                 359
16980223                                       224559.99            793.34                                        360                                 359
16967995                                       514568.14           1973.33                                        360                                 358
16970087                                          401000           1583.33                                        360                                 359
16970096                                       172252.32            553.22                                        360                                 354
16971841                                       251519.17            867.63                                        360                                 359
16978603                                          250625           1041.67                                        360                                 359
16978623                                       328819.99           1435.01                                        360                                 359
16978661                                       340849.99           1275.01                                        360                                 359
16912756                                       187281.97            474.36                                        480                                 479
16912646                                       537474.05           1736.85                                        360                                 359
16912706                                       216539.99            967.51                                        360                                 359
16857089                                       319701.44           1026.67                                        360                                 358
16723873                                       298795.13            869.31                                        360                                 359
16718206                                       364529.41              1275                                        360                                 355
17015025                                       268668.99           1088.75                                        360                                 359
17015036                                          180350               600                                        360                                 359
17015042                                          300750              1250                                        360                                 359
17015006                                          131228               492                                        360                                 359
16714866                                       324051.17           1233.33                                        360                                 355
16711314                                       586517.19           2017.81                                        360                                 355
16709454                                       399574.04            1237.5                                        360                                 355
17014925                                         1002499           3958.33                                        360                                 359
17014926                                        512276.3           1651.62                                        360                                 359
17014933                                        488217.5           1775.52                                        360                                 359
17014970                                       418042.49           1650.63                                        360                                 359
17014989                                          401000              1625                                        360                                 359
17014990                                       187937.27             760.5                                        360                                 358
17014992                                       804012.29           2916.67                                        360                                 358
17013548                                       251253.77            885.42                                        360                                 358
17013557                                          256640               960                                        360                                 359
17013580                                       441601.93           1635.57                                        360                                 359
17013582                                        335837.5           1326.04                                        360                                 359
17013603                                       353780.53            1310.3                                        360                                 359
17013645                                          300750            1187.5                                        360                                 359
17013698                                          253600            1109.5                                        360                                 359
17013707                                          527716           2083.67                                        360                                 359
17013710                                        335430.4             849.6                                        480                                 479
17013716                                       375103.97           1209.36                                        360                                 359
17013733                                          249422            1088.5                                        360                                 359
17013745                                          449120           1866.67                                        360                                 359
17013753                                          240600              1025                                        360                                 359
17013762                                          497240              2015                                        360                                 359
17013788                                          600000            2437.5                                        360                                 359
17013796                                        200419.8               833                                        360                                 359
17013804                                       459317.41           1820.83                                        360                                 359
17013813                                          409020            1572.5                                        360                                 359
17013820                                       436880.97           1901.81                                        360                                 358
17013850                                          182455            606.67                                        360                                 359
17014681                                          496000           1911.67                                        360                                 359
17014715                                      1156634.37           3485.29                                        360                                 359
17014737                                          457140              1900                                        360                                 359
17014756                                          248620            1007.5                                        360                                 359
17014758                                       184923.02             747.5                                        360                                 358
17014764                                       159993.49            483.33                                        360                                 358
17014771                                        496237.5           1598.44                                        360                                 359
17014782                                        387967.5           1088.44                                        360                                 359
17014809                                          291928           1304.33                                        360                                 359
17014843                                          401000              1750                                        360                                 359
17014848                                        135675.9            437.43                                        360                                 359
17014863                                        334320.1           1238.23                                        360                                 359
17014867                                        272519.6            1189.3                                        360                                 359
17014894                                          421050           1881.25                                        360                                 359
17014895                                          212530            883.33                                        360                                 359
17013023                                       531098.14           1345.19                                        480                                 479
17013042                                          505260            2257.5                                        360                                 359
17013043                                          797990            3482.5                                        360                                 359
17013426                                          288720               960                                        360                                 359
17013442                                       247116.25            847.34                                        360                                 359
17013460                                        352799.8           1393.02                                        360                                 359
17013486                                        202384.7            757.05                                        360                                 359
17013495                                       573026.94           1451.39                                        480                                 479
17013508                                          240600              1050                                        360                                 359
17013523                                       223389.49            678.33                                        480                                 478
17013539                                      1005014.83            3437.5                                        360                                 358
17013544                                       205023.08             722.5                                        360                                 358
17013547                                        355887.5           1368.23                                        360                                 359
17011236                                          217200            972.88                                        360                                 358
17011241                                          324810              1215                                        360                                 359
17011266                                          223758             976.5                                        360                                 359
17011328                                       706107.49           2267.56                                        360                                 358
17011349                                       473595.78           1199.55                                        480                                 479
17011350                                        359142.1            1157.9                                        360                                 359
17011352                                        93764.17            303.95                                        360                                 359
17011353                                       549623.58              2530                                        360                                 359
17011368                                           91829            381.67                                        360                                 359
17011386                                          918290              3435                                        360                                 359
17011388                                          360900              1575                                        360                                 359
17012613                                       240400.11            1046.5                                        360                                 358
17012635                                       249244.33           1110.83                                        360                                 358
17012645                                       460313.88           1704.87                                        360                                 359
17012655                                       321605.09           1233.33                                        360                                 358
17012672                                        181452.5            678.75                                        360                                 359
17012713                                       204541.15             911.6                                        360                                 358
17012908                                          372930              1395                                        360                                 359
17012926                                          224560           1026.67                                        360                                 359
17012949                                          489220           2236.67                                        360                                 359
17012755                                       170386.04            779.17                                        360                                 359
17012758                                       425135.42           1574.58                                        360                                 359
17012767                                          240600              1025                                        360                                 359
17012784                                       534722.68           1723.99                                        360                                 359
17012789                                          501250           2291.67                                        360                                 359
17012857                                          495636              1957                                        360                                 359
17012861                                          336038           1291.92                                        360                                 359
17012958                                          416238           1773.25                                        360                                 359
17012971                                       333381.38            1281.7                                        360                                 359
17012994                                          128320               480                                        360                                 359
17012996                                       294325.98           1100.97                                        360                                 359
17013001                                        161402.5            637.29                                        360                                 359
17011028                                          300750            1062.5                                        360                                 359
17011039                                       410523.75              1365                                        360                                 359
17011072                                          469170            1852.5                                        360                                 359
17011091                                          332830           1348.75                                        360                                 359
17011101                                       489644.63              2233                                        360                                 358
17011131                                       303114.14              1134                                        360                                 359
17011132                                          320399           1431.54                                        360                                 359
17005163                                       383204.14            1192.5                                        360                                 358
17005165                                       421508.17              1575                                        360                                 358
17005170                                       432508.69           1703.47                                        360                                 358
17008953                                       227038.29            840.88                                        360                                 359
17008969                                       309544.81              1155                                        360                                 358
17008995                                       265324.54              1155                                        360                                 358
17009003                                       290162.59           1115.55                                        360                                 359
17009031                                       411301.56           1041.77                                        480                                 479
17009045                                       192976.25            622.58                                        360                                 359
17009061                                        582608.3           1878.37                                        360                                 359
17009086                                        155387.5            500.52                                        360                                 359
17009117                                       438593.75           1640.63                                        360                                 359
17009126                                       144722.36               585                                        360                                 358
17009132                                       190953.27            831.25                                        360                                 358
17009133                                          449120              1820                                        360                                 359
17009149                                        223466.2            720.47                                        360                                 359
17009155                                       387442.09            981.33                                        480                                 479
17009162                                          160400            566.67                                        360                                 359
17009168                                          282705            998.75                                        360                                 359
17009179                                       818491.12           3061.69                                        360                                 359
17009188                                       238093.75            841.15                                        360                                 359
17009207                                       171627.01            766.83                                        360                                 359
17009213                                       533362.76           2377.09                                        360                                 358
17009225                                          551375           2177.08                                        360                                 359
17009247                                          290725            1087.5                                        360                                 359
17009248                                          256640            826.67                                        360                                 359
17009281                                       223094.63            886.35                                        360                                 358
17009306                                       458287.48            1852.5                                        360                                 358
17009317                                       462894.26           1492.41                                        360                                 359
17009318                                          156390             682.5                                        360                                 359
17009323                                          360900              1275                                        360                                 359
17010973                                       159194.27             511.5                                        360                                 359
17010989                                       197751.92            740.63                                        360                                 359
17010992                                       458643.75           2049.22                                        360                                 359
17010995                                          220550            847.92                                        360                                 359
17011003                                       233163.57            845.83                                        360                                 358
17005157                                       243615.72            883.75                                        360                                 358
17005159                                       393966.02           1429.17                                        360                                 358
17005128                                       554769.49              2415                                        360                                 358
17005086                                          501250           1979.17                                        360                                 359
17005122                                          433080              1710                                        360                                 359
17005124                                          509270              1905                                        360                                 359
17005012                                       406027.05           1809.58                                        360                                 358
17005013                                       382659.29           1269.17                                        360                                 358
17005016                                          413030           1673.75                                        360                                 359
17005053                                       478856.13           1543.87                                        360                                 359
17004978                                          261452            1059.5                                        360                                 359
17005001                                       270599.81           1040.34                                        360                                 359
17004959                                        436087.5           1585.94                                        360                                 359
17004948                                        224479.8            886.35                                        360                                 359
17004849                                          320800           1066.67                                        360                                 359
17004817                                          493230           1588.75                                        360                                 359
17004836                                       349745.53           1341.25                                        360                                 358
17003300                                        229572.5             882.6                                        360                                 359
17003357                                       294400.75            945.62                                        360                                 358
17003393                                        210324.5             764.9                                        360                                 359
17003415                                          260650            947.92                                        360                                 359
17003425                                          264660            1072.5                                        360                                 359
17003430                                       114134.63            486.23                                        360                                 359
17003432                                       281042.76            711.84                                        480                                 479
17003441                                          665660           2766.67                                        360                                 359
17003478                                       189090.76               649                                        360                                 358
17003497                                          320800              1300                                        360                                 359
17003523                                          168420               700                                        360                                 359
17003539                                       402005.35           1541.66                                        360                                 358
17003543                                          125112               559                                        360                                 359
17003602                                          208520            823.33                                        360                                 359
17003606                                       319457.53            809.14                                        480                                 479
17003614                                       347845.08              1519                                        360                                 358
17003616                                          637590           2848.75                                        360                                 359
17003628                                          272680              1105                                        360                                 359
17004629                                       244584.67             619.5                                        480                                 479
17004698                                       414820.76           1045.81                                        480                                 478
17004706                                          449120           2006.67                                        360                                 359
17004762                                          311978           1134.58                                        360                                 359
17004784                                       413731.75           1590.61                                        360                                 359
17002033                                        132294.4             522.5                                        360                                 359
17002081                                       586929.74           2433.33                                        360                                 358
17002153                                       383873.91           1230.31                                        360                                 357
17002176                                        442207.1           1741.67                                        360                                 358
17002226                                       559050.68           1415.99                                        480                                 479
17002232                                       245224.13           1042.08                                        360                                 358
17002247                                          220550            618.75                                        360                                 359
17002261                                          765910           3024.17                                        360                                 359
17002271                                       861750.64           3215.44                                        360                                 358
17002281                                       112781.25            386.72                                        360                                 359
17002289                                          146365            532.29                                        360                                 359
17002299                                       146866.25            549.38                                        360                                 359
17002306                                       299285.08            964.92                                        360                                 359
17002309                                       354433.87           1583.61                                        360                                 359
17002346                                        858059.8           3388.02                                        360                                 359
17002365                                          142756               445                                        360                                 359
17002366                                       109773.75            467.66                                        360                                 359
17002371                                          534934           1556.33                                        360                                 359
17002381                                          232580            773.33                                        360                                 359
17002387                                       514533.13           1871.22                                        360                                 359
17002394                                          509270           2063.75                                        360                                 359
17002395                                       199660.96            505.71                                        480                                 479
17002402                                       560748.37           2155.83                                        360                                 359
17002403                                          481200              2050                                        360                                 359
17002405                                       414568.94           1546.88                                        360                                 358
17002409                                          352880           1136.67                                        360                                 359
17002433                                       562808.46           1983.33                                        360                                 358
17002439                                       347995.99           1293.67