POOLING AGREEMENT

Pooling and Servicing Agreement

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BEAR STEARNS ALT-A TRUST 2006-R1 | STRUCTURED ASSET MORTGAGE INVESTMENTS II INC | JPMORGAN CHASE BANK, NATIONAL ASSOCIATION | WELLS FARGO BANK, N.A.

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Title: POOLING AGREEMENT
Governing Law: New York Date: 10/16/2006

POOLING AGREEMENT, Parties: bear stearns alt-a trust 2006-r1 , structured asset mortgage investments ii inc , jpmorgan chase bank national association , wells fargo bank n.a.

                                                                   
                            
EXHIBIT 10.1

=====================================================================================================================

                        
           
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,

                                                     
Depositor,

                                     
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

                                                   
    
Trustee

and

                                               
WELLS FARGO BANK, N.A.,

                                              
Securities Administrator

                                 
        
-------------------------------------

                                                   
POOLING AGREEMENT

                                            
Dated as of September 29, 2006

                                                    
$636,892,239

                                          
Bear Stearns ALT-A Trust 2006-R1

                                         
Mortgage Pass-Through Certificates

                                                   
Series 2006-R1

                                   
                   
backed by

                  
Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates,
Series 2006-4, and

---------------------------------------------------------------------------------------------------------------------

          
           
Bear Stearns ALT-A Trust, Mortgage Pass-Through Certificates,
Series 2006-5

==========================================================================================================

                                               
   
TABLE OF CONTENTS

                                                                   
                                           
Page

ARTICLE I
DEFINITIONS.............................................................................................1

     
Section 1.01.
      
Defined
Terms.............................................................................1

ARTICLE II CONVEYANCE OF THE UNDERLYING CERTIFICATES; ORIGINAL
ISSUANCE OF CERTIFICATES..........................17

     
Section 2.01.
    
  
Conveyance of the Underlying
Certificates................................................17

     
Section 2.02.
      
Acceptance of Trust Fund by the Securities Administrator, on behalf
of

                        
the Trustee; Initial Issuance of
Certificates............................................18

     
Section 2.03.
      
Representations and Warranties of the Depositor and the
Trustee..........................18

     
Section 2.04.
      
Grantor
Trust............................................................................22

ARTICLE III ADMINISTRATION OF THE UNDERLYING CERTIFICATES; PAYMENTS
AND REPORTS TO CERTIFICATEHOLDERS............22

     
Section 3.01.
      
Administration of the Trust Fund and the Underlying
Certificates.........................22

     
Section 3.02.
      
Collection of
Monies.....................................................................23

     
Section 3.03.
      
Establishment of Certificate Account; Deposits
Therein...................................23

     
Section 3.04.
    
  
Permitted Withdrawals From the Certificate
Account.......................................24

     
Section 3.05.
      
Distributions............................................................................24

     
Section 3.06.
      
Statements to
Certificateholders.........................................................28

     
Section 3.07.
      
Access to Certain Documentation and
Information..........................................29

     
Section 3.08.
      
Calculation of Distribution
Amounts......................................................30

     
Section 3.09.
      
Annual Statement as to
Compliance........................................................30

     
Section 3.10.
      
Assessments of Compliance and Attestation
Reports........................................30

     
Section 3.11.
      
Reports Filed with Securities and Exchange
Commission....................................32

     
Section 3.12.
      
The
Policy...............................................................................39

ARTICLE IV THE
CERTIFICATES......................................................................................42

     
Section 4.01.
      
The
Certificates.........................................................................42

     
Section 4.02.
      
Registration of Transfer and Exchange of
Certificates....................................43

     
Section 4.03.
      
Mutilated, Destroyed, Lost or Stolen
Certificates........................................44

     
Section 4.04.
      
Persons Deemed
Owners....................................................................45

     
Section 4.05.
      
Exchangeable
Certificates................................................................45

ARTICLE V THE TRUSTEE AND THE SECURITIES
ADMINISTRATOR...........................................................46

     
Section 5.01.
      
Duties of the Trustee and the Securities
Administrator...................................46

     
Section 5.02.
      
Certain Matters Affecting the Trustee and the Securities
Administrator...................48

     
Section 5.03.
      
Trustee and Securities Administrator Not Liable for Certificates or

                        
Underlying
Certificates..................................................................49

     
Section 5.04.
      
Trustee and Securities Administrator May Own
Certificates................................50

     
Section 5.05.
      
Trustee’s, Certificate Insurer's and Securities
Administrator’s Fees and

                        
Expenses.................................................................................50

     
Section 5.06.
      
Eligibility Requirements for Trustee and Securities
Administrator........................51

     
Section 5.07.
      
Resignation and Removal of the Trustee and Securities
Administrator......................51

     
Section 5.08.
      
Successor Trustee and Successor Securities
Administrator.................................52

     
Section 5.09.
      
Merger or Consolidation of Trustee or Securities
Administrator...........................53

   
  
Section 5.10.
      
Appointment of Co-Trustee or Separate
Trustee............................................53

ARTICLE VI THE
DEPOSITOR.........................................................................................54

     
Section 6.01.
      
Liability of the
Depositor...............................................................54

     
Section 6.02.
      
Merger, Consolidation or Conversion of the
Depositor.....................................54

     
Section 6.03.
      
Limitation on Liability of the Depositor and
Others......................................55

ARTICLE VII
TERMINATION..........................................................................................55

     
Section 7.01.
      
Termination..............................................................................55

ARTICLE VIII MISCELLANEOUS
PROVISIONS............................................................................56

     
Section 8.01.
      
Amendment................................................................................56

     
Section 8.02.
      
Counterparts.............................................................................58

     
Section 8.03.
      
Limitation on Rights of
Certificateholders...............................................58

    
 
Section 8.04.
      
Governing
Law............................................................................59

     
Section 8.05.
      
Notices..................................................................................59

     
Section 8.06.
      
Severability of
Provisions...............................................................60

     
Section 8.07.
      
Successors and
Assigns...................................................................60

     
Section 8.08.
      
Article and Section
Headings.............................................................60

     
Section 8.09.
      
Notices to Rating
Agencies...............................................................60

     
Section 8.10.
      
Acts of
Certificateholders...............................................................61

Exhibit A
            
-
    
Form of Certificates

Exhibit B
            
-
    
Form of Annual Certification

Exhibit C
            
-
    
Servicing Criteria to Be Addressed in Assessment of Compliance

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

Exhibit E
            
-
    
Additional Disclosure Notification

Exhibit F
            
-
    
Certificate Insurance Policy

Exhibit G
            
-
    
Form of Exchange Letter

Schedule A
           
-
    
Underlying Certificates

Schedule B
           
-
    
Combination Groups

                  
POOLING
  
AGREEMENT,
  
dated as of
  
September
  
29,
  
2006,
  
by and among
  
STRUCTURED
  
ASSET

MORTGAGE INVESTMENTS II INC., as depositor (the
“Depositor”),
  
JPMORGAN CHASE BANK, NATIONAL
  
ASSOCIATION,

as trustee (the
  
“Trustee”)
  
and WELLS FARGO BANK,
  
N.A., as securities
  
administrator
  
(the
  
“Securities

Administrator”).

                                          
PRELIMINARY STATEMENT

                  
The
  
Depositor 
 
intends to cause the issuance of and to sell its
  
Mortgage
  
Pass-Through

Certificates,
  
Series 2006-R1,
  
Class I-A-1,
  
Class I-X-1,
  
Class I-X-2,
  
Class I-X-3,
  
Class I-X-4, Class

I-X-5,
  
Class
  
II-A-1,
  
Class II-X-1,
  
Class II-X-2,
  
Class
  
II-X-3,
  
Class
  
II-X-4,
  
Class II-X-5,
  
Class

III-A-1,
  
Class III-X-1,
  
Class III-X-2,
  
Class III-X-3, Class III-X-4, Class III-X-5, Class IV-A-1, Class

IV-X-1,
  
Class
  
IV-X-2,
  
Class IV-X-3,
  
Class
  
IV-X-4,
  
Class
  
IV-X-5,
  
Class V-A-1,
  
Class VI-A-1,
  
Class

VII-A-1,
  
Class VIII-A-1,
  
Class IX-A-1,
  
Class X-A-1 and Class X-X-1
  
Certificates
  
(the
  
“Certificates”)

representing
  
in the aggregate the entire
  
beneficial
  
ownership of a trust fund (the “Trust
  
Fund”),
  
the

primary assets of which are the Underlying Certificates (as defined
herein).

                  
All
  
things
  
necessary
  
to make
  
this
  
Agreement
  
a valid
  
declaration
  
of
  
trust by the

Depositor in accordance with its terms have been done.

                  
In
  
consideration
  
of the
  
premises
  
and the mutual
  
agreements
  
herein
  
contained,
  
the

Depositor, the Trustee and the Securities Administrator agree as
follows:

                                                
ARTICLE I

                                               
DEFINITIONS

Section 1.01.
     
Defined Terms.

                  
Whenever used in this
  
Agreement,
  
including the
  
Preliminary
  
Statement,
  
the following

words and phrases, unless the context otherwise requires, shall
have the following meanings:

                  
Affiliate:
  
With respect to any specified
  
Person,
  
any other Person that
  
directly,
  
or

indirectly
  
through one or more
  
intermediaries,
  
controls or is controlled by, or is under common control

with,
  
such specified
  
Person.
  
For the purposes of this
  
definition,
  
“control” when used with respect to

any specified Person means possession,
  
direct or indirect,
  
of the power to direct or cause the direction

of the
  
management and policies of such Person,
  
whether
  
through the ownership of voting
  
securities,
  
by

contract or otherwise,
  
and the terms “controlling,”
  
“controlled by” and “under common control
with” have

meanings correlative to the foregoing.

                  
Aggregate
  
Premium
  
Amount:
  
As to any
  
Distribution
  
Date
  
and each
  
Class
  
of
  
Insured

Certificates,
  
the product of one-twelfth
  
of the Premium Rate and the aggregate of the Current
  
Principal

Amounts of the Insured Certificates of such Class on the
immediately
  
preceding
  
Distribution Date, or, in

the case of the
  
first
  
Distribution
  
Date,
  
the
  
Closing
  
Date,
  
in each
  
case
  
after
  
giving
  
effect
  
to

distributions of principal made on such Distribution Date.

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

                  
Available
  
Funds: As of any date of
  
determination,
  
the aggregate
  
amount on deposit in

the Certificate
  
Account as of such date, net of any portion thereof which
  
represents
  
amounts to be paid

to any Person pursuant to clauses (ii), (iv) and (v) of Section
3.04.

                  
Bear, Stearns:
  
Bear, Stearns & Co. Inc.

                  
Business
  
Day:
  
Any day other than a
  
Saturday,
  
a Sunday or a day on which the
  
Federal

Reserve
  
is
  
closed or on which
  
banking
  
institutions
  
in New York or in any city in which the
  
Corporate

Trust Office of the Trustee or the
  
Securities
  
Administrator
  
is located are
  
authorized
  
or obligated by

law or executive order to close.

                  
Certificate:
  
Any Class I-A-1, Class II-A-1,
  
Class III-A-1,
  
Class IV-A-1, Class V-A-1,

Class VI-A-1,
  
Class VII-A-1,
  
Class
  
VIII-A-1,
  
Class IX-A-1 and Class X-A-1
  
Certificates,
  
any Interest

Only
  
Certificates and any Exchanged
  
Certificates as executed
  
hereunder by the Securities
  
Administrator

and
  
authenticated
  
and delivered
  
hereunder by the Certificate
  
Registrar,
  
substantially
  
in the form of

Exhibit A hereto.

                  
Certificate
  
Account:
  
The
  
trust
  
account
  
or
  
accounts,
  
which
  
shall at all
  
times be

Eligible
  
Accounts,
  
created
  
and
  
maintained
  
by the
  
Securities
  
Administrator
  
for the
  
benefit
  
of the

Certificateholders
  
pursuant to Section 3.03.
  
Funds
  
deposited in the
  
Certificate
  
Account shall be held

in trust for the Certificateholders for the uses and purposes set
forth in Article III hereof.

                  
Certificate
  
Group: Each of the Group I Certificates,
  
Group II Certificates,
  
Group III

Certificates,
   
Group
  
IV
  
Certificates,
   
Group
  
V
  
Certificates,
   
Group
  
VI
  
Certificates,
   
Group
  
VII

Certificates, Group VIII Certificates, Group IX Certificates or
Group X Certificates, as applicable.

                  
Certificate Insurer:
  
Ambac Assurance Corporation.

                  
Certificate
  
Insurer
  
Default:
  
The existence and
  
continuance
  
of any of the following:

(a) a failure by the
  
Certificate
  
Insurer to make a payment
  
required under the Policy in accordance with

its terms;
  
(b) the entry of a decree or order of a court or agency having
  
jurisdiction in respect of the

Certificate
  
Insurer in an
  
involuntary
  
case under any
  
present
  
or future
  
federal or state
  
bankruptcy,

insolvency
  
or similar law
  
appointing a conservator
  
or receiver or liquidator or other similar
  
official

of the
  
Certificate
  
Insurer or of any substantial
  
part of its property,
  
or the entering of an order for

the winding up or liquidation of the affairs of the
  
Certificate
  
Insurer and the
  
continuance of any such

decree
  
or order
  
undischarged
  
or
  
unstayed
  
and in force for a period of 90
  
consecutive
  
days;
  
(c) the

Certificate
  
Insurer shall consent to the
  
appointment of a conservator or receiver or liquidator or other

similar
  
official
  
in any
  
insolvency,
  
readjustment
  
of debt,
  
marshaling
  
of assets and
  
liabilities
  
or

similar
  
proceedings of or relating to the Certificate
  
Insurer or of or relating to all or
  
substantially

all of its
  
property;
  
or (d) the
  
Certificate
  
Insurer
  
shall admit in writing its
  
inability
  
to pay its

debts
  
generally
  
as they
  
become due,
  
file a petition
  
to take
  
advantage
  
of or
  
otherwise
  
voluntarily

commence
  
a case or
  
proceeding
  
under any
  
applicable
  
bankruptcy,
  
insolvency,
  
reorganization
  
or other

similar statute,
  
make an assignment for the benefit of its creditors,
  
or voluntarily
  
suspend payment of

its obligations.

                  
Certificate
  
Owner: Any Person who is the beneficial
  
owner of a Certificate
  
registered

in the name of the Depository or its nominee.

                  
Certificate
  
Registrar and Certificate
  
Register:
  
Shall each have the meanings provided

in Section 4.02.

                  
Certificateholder
  
or Holder:
  
The person in whose name a
  
Certificate
  
is registered in

the Certificate
  
Register,
  
except that, solely for the purpose of giving any consent,
  
approval or waiver

pursuant to this
  
Agreement,
  
any
  
Certificate
  
registered
  
in the name of the 
 
Depositor or any Affiliate

thereof
  
shall be deemed
  
not to be
  
outstanding
  
and shall not be taken
  
into
  
account
  
for
  
purposes
  
of

determining
  
whether the Holders of Certificates
  
evidencing the requisite
  
aggregate
  
Percentage Interest

necessary
  
to effect
  
any such
  
consent,
  
approval
  
or
  
waiver
  
has been
  
obtained,
  
unless
  
such
  
Persons

collectively own all the Certificates.

                  
Class:
  
Collectively, all of the Certificates bearing the same designation.

                  
Class I-A-1
  
Certificate:
  
Any Class I-A-1
  
Certificate
  
as
  
executed
  
hereunder
  
by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class I-X-1
  
Certificate:
  
Any Class I-X-1
  
Certificate
  
as
  
executed
  
hereunder
  
by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                
  
Class I-X-2
  
Certificate:
  
Any Class I-X-2
  
Certificate
  
as
  
executed
  
hereunder
  
by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

          
        
Class I-X-3
  
Certificate:
  
Any Class I-X-3
  
Certificate
  
as
  
executed
  
hereunder
  
by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

    
              
Class I-X-4
  
Certificate:
  
Any Class I-X-4
  
Certificate
  
as
  
executed
  
hereunder
  
by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class I-X-5
  
Certificate:
  
Any Class I-X-5
  
Certificate
  
as
  
executed
  
hereunder
  
by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class II-A-1
  
Certificate:
  
Any Class II-A-1
  
Certificate
  
as executed
  
hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class II-X-1
  
Certificate:
  
Any Class II-X-1
  
Certificate
  
as executed
  
hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class II-X-2
  
Certificate:
  
Any Class II-X-2
  
Certificate
  
as executed
  
hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class II-X-3
  
Certificate:
  
Any Class II-X-3
  
Certificate
  
as executed
  
hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class II-X-4
  
Certificate:
  
Any Class II-X-4
  
Certificate
  
as executed
  
hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class II-X-5
  
Certificate:
  
Any Class II-X-5
  
Certificate
  
as executed
  
hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class III-A-1
  
Certificate:
  
Any Class III-A-1
  
Certificate as executed hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class III-X-1
  
Certificate:
  
Any Class III-X-1
  
Certificate as executed hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class III-X-2
  
Certificate:
  
Any Class III-X-2
  
Certificate as executed hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class III-X-3
  
Certificate:
  
Any Class III-X-3
  
Certificate as executed hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class III-X-4
  
Certificate:
  
Any Class III-X-4
  
Certificate as executed hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class III-X-5
  
Certificate:
  
Any Class III-X-5
  
Certificate as executed hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class IV-A-1
  
Certificate:
  
Any Class IV-A-1
  
Certificate
  
as executed
  
hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class IV-X-1
  
Certificate:
  
Any Class IV-X-1
  
Certificate
  
as executed
  
hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class IV-X-2
  
Certificate:
  
Any Class IV-X-2
  
Certificate
  
as executed
  
hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class IV-X-3
  
Certificate:
  
Any Class IV-X-3
  
Certificate
  
as executed
  
hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and 
 
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class IV-X-4
  
Certificate:
  
Any Class IV-X-4
  
Certificate
  
as executed
  
hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class IV-X-5
  
Certificate:
  
Any Class IV-X-5
  
Certificate
  
as executed
  
hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class V-A-1
  
Certificate:
  
Any Class V-A-1
  
Certificate
  
as
  
executed
  
hereunder
  
by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class VI-A-1
  
Certificate:
  
Any Class VI-A-1
  
Certificate
  
as executed
  
hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class VII-A-1
  
Certificate:
  
Any Class VII-A-1
  
Certificate as executed hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class
  
VIII-A-1
  
Certificate:
  
Any Class VIII-A-1
  
Certificate as executed
  
hereunder by

the Securities 
 
Administrator
  
and
  
authenticated
  
and delivered
  
hereunder by the Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class IX-A-1
  
Certificate:
  
Any Class IX-A-1
  
Certificate
  
as executed
  
hereunder by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class X-A-1
  
Certificates:
  
Any Class X-A-1
  
Certificate
  
as executed
  
hereunder
  
by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Class X-X-1
  
Certificates:
  
Any Class X-X-1
  
Certificate
  
as executed
  
hereunder
  
by the

Securities
  
Administrator
  
and
  
authenticated
  
and
  
delivered
  
hereunder
  
by
  
the
  
Certificate
  
Registrar,

substantially in the form of Exhibit A hereto.

                  
Closing Date:
  
September 29, 2006.

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

                  
Combination
  
Group:
  
With
  
respect
  
to the
  
Group I,
  
Group
  
II,
  
Group
  
III or Group IV

Certificates, the related group of combined certificates, set forth
on Schedule B.

                  
Commission:
  
U.S. Securities and Exchange Commission.

                  
Corporate
  
Trust
  
Office:
  
The
  
corporate
  
trust
  
office of the
  
Trustee at which at any

particular time its corporate trust business with respect to this
Agreement shall be
  
administered,
  
which

office at the date of the
  
execution
  
of this
  
Agreement
  
is located at 4 New York Plaza,
  
6th Floor,
  
New

York, New York 10004, Attention:
  
Worldwide Securities
  
Services-Structured Finance Services, Bear Stearns

ALT-A Trust 2006-R1.
  
The Securities
  
Administrator’s
  
corporate
  
trust office for purposes of presentment

and
  
surrender of the
  
Certificates
  
for the final
  
distribution
  
thereon and for
  
transfers is located at

Sixth Avenue and Marquette
  
Avenue,
  
Minneapolis,
  
Minnesota 55479,
  
Attention BALTA 2006-R1,
  
and for all

other purposes is located at P.O. Box 92,
  
Columbia,
  
Maryland 21046 (or, for overnight
  
deliveries,
  
9062

Old Annapolis Road,
  
Columbia,
  
Maryland 21045),
  
Attention:
  
BALTA 2006-R1, or any other address that the

Securities
   
Administrator
   
may
  
designate
   
from
  
time
  
to
  
time
  
by
  
notice
  
to
  
the
  
Trustee
  
and
  
the

Certificateholders.

                  
Current Interest:
  
As set forth in the Policy.

                  
Current Notional
  
Amount:
  
(a) With respect to the Class X-X-1
  
Certificates,
  
as of any

date of
  
determination,
  
the
  
Current
  
Principal
  
Amount of the Class X-A-1 Certificates;

(b) with respect to each Class of Class I-X-1, Class I-X-2,

Class I-X-3,
  
Class I-X-4 and Class I-X-5
  
Certificates,
  
the Current
  
Principal Amount of the Class I-A-1

Certificates;
  
(c) with respect to each Class of Class II-X-1,
  
Class II-X-2,
  
Class II-X-3,
  
Class II-X-4

and Class II-X-5
  
Certificates,
  
the Current Principal Amount of the Class II-A-1
  
Certificates;
  
(d) with

respect to each Class of Class
  
III-X-1,
  
Class III-X-2,
  
Class
  
III-X-3,
  
Class III-X-4 and Class III-X-5

Certificates,
  
the Current
  
Principal
  
Amount of the Class III-A-1
  
Certificates;
  
and (e) with respect to

each Class of Class IV-X-1, Class IV-X-2,
  
Class IV-X-3,
  
Class IV-X-4 and Class IV-X-5 Certificates,
  
the

Current Principal Amount of the Class IV-A-1 Certificates.

                  
Current
  
Principal
  
Amount:
  
With
  
respect to any
  
Certificate
  
(other than the Interest

Only
  
Certificates),
  
as of any date of determination,
  
the original
  
principal amount of such Certificate

minus the aggregate of all
  
distributions
  
of principal
  
previously made on that
  
Certificate
  
pursuant to

Section 3.05. With respect to the Class I-A-1,
  
Class II-A-1,
  
Class III-A-1,
  
Class IV-A-1,
  
Class V-A-1,

Class VI-A-1,
  
Class VII-A-1,
  
Class VIII-A-1,
  
Class IX-A-1 and Class X-A-1 Certificates,
  
the sum of the

Current
  
Principal Amounts of the Class I-A-1,
  
Class II-A-1,
  
Class III-A-1,
  
Class IV-A-1,
  
Class V-A-1,

Class VI-A-1, Class VII-A-1, Class VIII-A-1, Class IX-A-1 and Class
X-A-1 Certificates, respectively.

                  
Cut-off Date:
  
September 1, 2006.

                  
Deficiency Amount:
  
As set forth in the Policy.

                  
Definitive Certificates:
  
The meaning specified in Section 4.01(b) hereof.

                  
Depositor:
  
Structured Asset Mortgage
  
Investments II Inc., a Delaware
  
corporation,
  
or

its successor in interest.

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

                  
Depository Agreement:
  
The meaning specified in Subsection 4.01(a) hereof.

                  
Depository
  
Participant:
  
A
  
broker,
  
dealer,
  
bank or other
  
financial
  
institution
  
or

other
  
Person
  
for whom from time to time the
  
Depository
  
effects
  
book-entry
  
transfers
  
and
  
pledges of

securities deposited with the Depository.

                  
Distribution
  
Date:
  
The 25th day of each month,
  
or if such day is not a Business
  
Day,

then the next Business Day, commencing in October 2006.

                  
DTC:
  
The Depository Trust Company.

                  
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 S&P,

F-1 by Fitch 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
  
Certificate
  
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 Certificate
  
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.

                  
Endorsement:
  
As set forth in the Policy.

                  
ERISA: The Employee
  
Retirement
  
Income Security Act of 1974, as amended,
  
and the rules

and regulations promulgated thereunder.

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

            
      
Exchangeable
  
Certificates:
  
Any of the
  
Group
  
I,
  
Group
  
II,
  
Group
  
III or
  
Group
  
IV

Certificates.

                  
Exchanged
  
Certificates:
  
Related
  
offered
  
certificates
  
that
  
may be
  
exchanged
  
for a

proportionate interest in the Exchangeable Certificates in the
combinations set forth in Schedule B.

                  
FDIC: Federal Deposit Insurance Corporation or any successor
thereto.

                  
Final
  
Distribution
  
Date: With respect to the Underlying
  
Certificates,
  
the Underlying

Certificate
  
Distribution
  
Date on which the final
  
distribution
  
thereon is to be made in accordance with

the
  
related
  
Underlying
  
Agreement.
  
With
  
respect
  
to
  
the
  
Group
  
I
  
and
  
Group
  
II
  
Certificates,
  
the

Distribution
  
Date
  
occurring
  
in August 2036.
  
With
  
respect to the Group III and Group IV
  
Certificates,

the
  
Distribution
  
Date
  
occurring in July 2036.
  
With respect to the Group V, Group VI, Group VII,
  
Group

VIII and Group IX
  
Certificates,
  
the
  
Distribution
  
Date
  
occurring in October 2037.
  
With respect to the

Group X Certificates, the Distribution Date occurring in August
2036.

                  
Fitch:
  
Fitch, Inc.

                  
Group I Certificates:
  
The Class I-A-1,
  
Class I-X-1,
  
Class I-X-2,
  
Class I-X-3,
  
Class

I-X-4 and Class I-X-5 Certificates, or any Exchanged Certificates
exchanged therefor.

                  
Group II
  
Certificates:
  
The Class
  
II-A-1,
  
Class II-X-1,
  
Class II-X-2,
  
Class II-X-3,

Class II-X-4 and Class II-X-5 Certificates, or any Exchanged
Certificates exchanged therefor.

                  
Group
  
III
  
Certificates:
  
The
  
Class
  
III-A-1,
  
Class
  
III-X-1,
  
Class
  
III-X-2,
  
Class

III-X-3, Class III-X-4 and Class III-X-5 Certificates, or any
Exchanged Certificates exchanged therefor.

                  
Group IV
  
Certificates:
  
The Class
  
IV-A-1,
  
Class IV-X-1,
  
Class IV-X-2,
  
Class IV-X-3,

Class IV-X-4 and Class IV-X-5 Certificates, or any Exchanged
Certificates exchanged therefor.

                  
Group V Certificates:
  
The Class V-A-1 Certificates.

     
             
Group VI Certificates:
  
The Class VI-A-1 Certificates.

                  
Group VII Certificates:
  
The Class VII-A-1 Certificates.

                  
Group VIII Certificates:
  
The Class VIII-A-1 Certificates.

                  
Group IX Certificates:
  
The Class IX-A-1 Certificates.

                  
Group X Certificates:
  
The Class X-A-1 Certificates and the Class X-X-1 Certificates.

                  
Insured Amount:
  
As set forth in the Policy.

                  
Insured Certificates:
  
Each of the Group V, Group VI, Group VII, Group VIII and Group

IX Certificates.

                  
Insured Payments:
  
As set forth in the Policy.

                  
Interest
  
Accrual Period:
  
For each
  
Distribution
  
Date, the one-month
  
period ending on

the last day of the
  
month
  
preceding
  
the month in which
  
such
  
Distribution
  
Date
  
occurs.
  
The
  
initial

Interest
  
Accrual
  
Period
  
will
  
be
  
deemed
  
to have
  
commenced
  
on the
  
Cut-off
  
Date.
  
Interest
  
will be

calculated on the basis of a 360-day year comprised of twelve
30-day months.

                  
Interest
  
Distribution
  
Amount:
  
With
  
respect
  
to each
  
Class of
  
Certificates
  
and any

Distribution
  
Date,
  
the amount of interest
  
accrued
  
during the related
  
Interest
  
Accrual
  
Period at the

related
  
Pass-Through Rate on the Current
  
Principal Amount or Current Notional Amount, as applicable,
  
of

such Class of Certificates immediately prior to such Distribution
Date.

                  
Interest Only
  
Certificates:
  
The Class X-X-1,
  
Class I-X-1,
  
Class I-X-2,
  
Class I-X-3,

Class I-X-4, Class I-X-5, Class II-X-1,
  
Class II-X-2,
  
Class II-X-3,
  
Class II-X-4,
  
Class II-X-5,
  
Class

III-X-1,
  
Class III-X-2,
  
Class III-X-3,
  
Class III-X-4,
  
Class III-X-5, Class IV-X-1, Class IV-X-2, Class

IV-X-3, Class IV-X-4 and Class IV-X-5 Certificates.

                  
Investment
  
Company Act:
  
The
  
Investment
  
Company Act of 1940,
  
as amended from time to

time, and the rules and regulations promulgated thereunder.

                  
Majority
  
Certificateholders:
  
The Holders of
  
Certificates
  
evidencing in the aggregate

greater
  
than 50% of the
  
aggregate
  
Current
  
Principal
  
Amount
  
or
  
Current
  
Notional
  
Amount
  
of all the

Certificates.

                  
Moody’s: Moody’s Investors Service, Inc.

                  
Notice: 
 
As set forth in the Policy.

                  
Notice of Final Distribution:
  
With respect to the Underlying
  
Certificates,
  
any notice

provided
  
pursuant to the
  
related
  
Underlying
  
Agreement
  
to the effect
  
that final
  
distribution
  
on any

Underlying
  
Certificate
  
shall be made only upon
  
presentment and surrender
  
thereof.
  
With respect to the

Certificates,
  
the
  
notice
  
to
  
be
  
provided
  
pursuant
  
to
  
Section
  
7.01(b)
  
to
  
the
  
effect
  
that
  
final

distribution on the Certificates shall be made only upon
presentment and surrender thereof.

                  
Officers’
  
Certificate:
  
A
  
certificate
  
signed
  
by
  
the
  
Chairman
  
of
  
the
  
Board,
  
the

President,
  
a
  
Senior
  
Vice
  
President,
  
a
  
Vice
  
President
  
or an
  
Assistant
  
Vice
  
President
  
and by the

Treasurer,
  
the
  
Secretary,
  
an
  
Assistant
  
Treasurer or an
  
Assistant
  
Secretary of the
  
Depositor or the

Trustee, as required by this Agreement.

                  
Opinion
  
of
  
Counsel:
  
A
  
written
  
opinion
  
of
  
counsel,
  
who
  
may be
  
counsel
  
for
  
the

Depositor, which opinion is addressed to the Trustee and is
reasonably acceptable to the Trustee.

                  
Pass-Through
  
Rate:
  
With respect to any
  
Distribution
  
Date, the
  
Pass-Through
  
Rate on

each Class of
  
Certificates
  
are as follows:
  
(i) on or prior to the Distribution Date in April 2001

the Class
  
I-A-1
  
Certificates
  
will bear
  
interest at a

variable
  
pass-through
  
rate equal to the pass-through
  
rate on the Underlying Group I Certificates
  
minus

1.50% per annum, and after the Distribution Date in April 2011, the
Class I-A-1 Certificates will bear interest

at a variable pass-through rate equal to the Underlying Group I
Certificates; (ii) on or prior to the Distribution

Date in April 2011,
  
the Class I-X-1
  
Certificates will bear interest at a fixed
  
pass-through rate equal

to 0.05% per annum based on the Current Notional Amount of the
Class I-X-1
  
Certificates, and after the Distribution

Date in April 2011, the Class I-X-1 Certificiates will not bear any
interest and the Pass-Through Rate will be

equal to 0.00% per annum thereon; (iii) on or prior to the
Distribution Date in April 2011, the Class

I-X-2
  
Certificates will bear interest at a fixed
  
pass-through rate equal to 0.10% per annum based on the

Current
  
Notional
  
Amount of the Class I-X-2
  
Certificates, and after the Distribution Date in April 2011, the

Class I-X-2 Certificates will not bear any interest and the
Pass-Through Rate will be equal to 0.00% per annum

thereon; (iv)on or prior to the Distribution Date in April 2011,
the Class I-X-3
  
Certificates
  
will bear

interest at a fixed
  
pass-through
  
rate equal to 0.20% per annum based on the Current
  
Notional
  
Amount of

the
  
Class
  
I-X-3
  
Certificates, and after the Distribution Date in April 2011, the
Class I-X-3 Certificates

will not bear any interest and the Pass-Through Rate will be equal
to 0.00% per annum thereon; (v) on or prior

to the Distribution Date in April 2011,
  
the
  
Class
  
I-X-4
  
Certificates
  
will
  
bear
  
interest
  
at
  
a
  
fixed

pass-through
  
rate
  
equal to 0.40% per
  
annum
  
based on the
  
Current
  
Notional
  
Amount of the Class
  
I-X-4

Certificates, and after the Distribution Date in April 2011, the
Class I-X-4 Certificates will not bear any interest

and the Pass-Through Rate will be equal to 0.00% per annum thereon;
(vi) on or prior to the Distribution Date

in April 2011, the Class I-X-5
  
Certificates will bear interest at a fixed pass-through rate equal
to

0.75% per annum based on the Current
  
Notional
  
Amount of the Class
  
I-X-5
  
Certificates, and after the Distribution

Date in April 2011, the Class I-X-5 Certificates will not bear any
interest and the Pass-Through Rate will be equal

to 0.00% per annum thereon; (vii) on or prior to the Distribution
Date in April 2011,
  
the Class

II-A-1
  
Certificates will bear interest at a variable
  
pass-through rate equal to the pass-through rate on

the Underlying
  
Group II Certificates
  
minus 1.50% per annum, and after the Distribution Date in April
2011,

the Class II-A-1 Certificates will bear interest at a variable
pass-through rate equal to the Underlying

Group II Certificates; (viii) on or prior to the Distribution Date
in April 2011, the Class II-X-1
  
Certificates
  
will

bear interest at a fixed
  
pass-through
  
rate equal to 0.05% per annum based on the Current Notional Amount

of the Class
  
II-X-1
  
Certificates, and after the Distribution Date in April 2011, the
Class II-X-1 Certificates

will not bear any interest and the Pass-Through Rate will be equal
to 0.00% per annum thereon; (ix) on or prior

to the Distribution Date in April 2011, the Class
  
II-X-2
  
Certificates
  
will bear
  
interest
  
at a fixed

pass-through
  
rate
  
equal to 0.10% per annum
  
based on the
  
Current
  
Notional
  
Amount of the Class
  
II-X-2

Certificates, and after the Distribution Date in April 2011, the
Class II-X-2 Certificates will not bear any interest

and the Pass-Through Rate will be equal to 0.00% per annum thereon;
(x) on or prior to the Distribution Date in

April 2011, the Class II-X-3
  
Certificates will bear interest at a fixed pass-through rate equal
to

0.20% per annum based on the Current
  
Notional
  
Amount of the Class
  
II-X-3
  
Certificates, and after the

Distribution Date in April 2011, the Class II-X-3 Certificates will
not bear any interest and the Pass-Through

Rate will be equal to 0.00% per annum thereon; (xi) on or prior to
the Distribution Date in April 2011, the Class

II-X-4
  
Certificates
  
will bear
  
interest at a fixed
  
pass-through
  
rate equal to 0.40% per annum based on

the Current Notional Amount of the Class II-X-4
  
Certificates, and after the Distribution Date in April 2011, the

Class II-X-4, the Class II-X-4 Certificates will not bear any
interest and the Pass-Through Rate will be

equal to 0.00% per annum thereon; (xii) on or prior to the
Distribution Date in April 2011,
  
the Class II-X-5
  
Certificates
  
will

bear interest at a fixed
  
pass-through
  
rate equal to 0.75% per annum based on the Current Notional Amount

of the Class II-X-5
  
Certificates, and after the Distribution Date in April 2011, the
Class II-X-5 Certificates

will not bear any interest and the Pass-Through Rate will be equal
to 0.00% per annum thereon; (xiii) on

or prior to the Distribution Date in May 2011, the Class III-A-1
Certificates will bear interest at a variable

pass-through
  
rate equal to the pass-through
  
rate on the Underlying
  
Group III
  
Certificates
  
minus 1.50%

per annum, and after the Distribution Date in May 2011, the Class
III-A-1 Certificates will bear interest at

a variable pass-through rate equal to the Underlying Group III
Certificates; (xiv) on or prior to the Distribution

Date in May 2011, the Class III-X-1
  
Certificates will bear interest at a fixed pass-through rate equal
to

0.05% per annum based on the Current
  
Notional
  
Amount of the Class III-X-1
  
Certificates, and after the Distribution

Date in May 2011, the Class III-X-1 Certificates will not bear any
interest and the Pass-Through Rate will be

equal to 0.00% per annum thereon; (xv) on or prior to the
Distribution Date in May 2011, the Class

III-X-2
  
Certificates
  
will bear interest at a fixed
  
pass-through
  
rate equal to 0.10% per annum based on

the Current Notional Amount of the Class III-X-2
  
Certificates, and after the Distribution Date in May 2011,

the Class III-X-2 Certificates will not bear any interest and the
Pass-Through Rate will be equal to 0.00%

per annum thereon; (xvi) on or prior to the Distribution Date in
May 2011, the Class III-X-3 Certificates will

bear interest at a fixed
  
pass-through
  
rate equal to 0.20% per annum based on the Current Notional Amount

of the Class III-X-3
  
Certificates, and after the Distribution Date in May 2011, the
Class III-X-4 Certificates

will not bear any interest and the Pass-Through Rate will be equal
to 0.00% per annum thereon; (xvii) on or prior

to the Distribution Date in May 2011, the Class III-X-4
  
Certificates
  
will bear interest at a fixed

pass-through
  
rate equal to 0.40% per annum
  
based on the
  
Current
  
Notional
  
Amount of the Class
  
III-X-4

Certificates, and after the Distribution Date in May 2011, the
Class III-X-4 Certificates will not bear any

interest and the Pass-Through Rate will be equal to 0.00% per annum
theron; (xviii) on or prior to the

Distribution Date in May 2011, the Class
  
III-X-5
  
Certificates
  
will bear interest at a fixed
  
pass-through
  
rate

equal to 0.75% per annum based on the Current
  
Notional Amount of the Class III-X-5
  
Certificates, and after

the Distribution Date in May 2011, the Class III-X-5 Certificates
will not bear any interest and the Pass-Through

Rate will be equal to 0.00% per annum thereon; (xvix) on or prior
to the Distribution Date in May 2011,

the
  
Class
  
IV-A-1
  
Certificates
  
will
  
bear
  
interest
  
at a
  
variable
  
pass-through
  
rate
  
equal
  
to
  
the

pass-through
  
rate on the Underlying
  
Group IV Certificates
  
minus 1.50% per annum, and after the Distribution

Date in May 2011, the Class IV-A-1 Certificates will bear interest
at a variable pass-through rate equal to

the Underlying Group IV Certificates; (xx) on or prior to the
Distribution Date in May 2011, the Class IV-X-1

Certificates
  
will bear
  
interest
  
at a fixed
  
pass-through
  
rate
  
equal to 0.05%
  
per annum
  
based on the

Current Notional Amount of the Class IV-X-1
  
Certificates, and after the Distribution Date in May 2011, the

Class IV-X-1 Certificates will not bear any interest and the
Pass-Through Rate will be equal to 0.00% per annum

thereon; (xxi) on or prior to the Distribution Date in May 2011,
the Class IV-X-2
  
Certificates will bear

interest at a fixed
  
pass-through
  
rate equal to 0.10% per annum based on the Current
  
Notional
  
Amount of

the Class
  
IV-X-2
  
Certificates, and after the Distribution Date in May 2011, the
Class IV-X-2 Certificates

will not bear any interest and the Pass-Through Rate will be equal
to 0.00% per annum thereon; (xxii) on or

prior to the Distribution Date in May 2011,
  
the Class
  
IV-X-3
  
Certificates
  
will bear
  
interest
  
at a fixed

pass-through
  
rate
  
equal to 0.20% per annum
  
based on the
  
Current
  
Notional
  
Amount of the Class
  
IV-X-3

Certificates, and after the Distribution Date in May 2011, the
Class IV-X-3 Certificates will not bear any

interest and the Pass-Through Rate will be equal to 0.00% per annum
thereon; (xxiii) on or prior to the Distribution

Date in May 2011, the Class
  
IV-X-4
  
Certificates
  
will bear
  
interest at a fixed
  
pass-through
  
rate

equal to 0.40% per annum based on the Current
  
Notional
  
Amount of the Class IV-X-4
  
Certificates, and after

the Distribution Date in May 2011, the Class IV-X-4 Certificates
will not bear any interest and the Pass-Through

Rate will be equal to 0.00% per annum thereon; (xxiv) on or prior
to the Distribution Date in May 2011,

the Class IV-X-5
  
Certificates
  
will bear interest at a fixed
  
pass-through
  
rate equal to 0.75% per annum

based
  
on
  
the
  
Current
  
Notional
  
Amount
  
of
  
the
  
Class
  
IV-X-5
  
Certificates, and after the Distribution

Date in May 2011, the Class IV-X-5 Certificates will not bear any
interest and the Pass-Through Rate will be

equal to 0.00% per annum thereon;
  
(xxv)
  
the
  
Class
  
V-A-1

Certificates
  
will bear interest at a variable
  
pass-through
  
rate equal to the
  
pass-through
  
rate on the

Underlying
  
Group V Certificates
  
minus 0.11% per annum;
  
(xxvi) the Class VI-A-1
  
Certificates
  
will bear

interest
  
at a
  
variable
  
pass-through
  
rate equal to the
  
pass-through
  
rate on the
  
Underlying
  
Group VI

Certificates
  
minus
  
0.11% per annum;
  
(xxvii)
  
the Class
  
VII-A-1
  
Certificates
  
will bear
  
interest at a

variable
  
pass-through rate equal to the pass-through rate on the Underlying
Group VII Certificates
  
minus

0.11% per annum;
  
(xxviii) the Class VIII-A-1
  
Certificates will bear interest at a variable
  
pass-through

rate equal to the
  
pass-through
  
rate on the
  
Underlying
  
Group VIII
  
Certificates
  
minus 0.11% per annum;

(xxix) the Class
  
IX-A-1
  
Certificates
  
will bear
  
interest at a variable
  
pass-through
  
rate equal to the

pass-through
  
rate on the Underlying
  
Group IX Certificates
  
minus 0.11% per annum;
  
(xxx) on or prior to the

Distribution Date in May 2013, the Class X-A-1

Certificates
  
will bear interest at a variable
  
pass-through
  
rate equal to the
  
pass-through
  
rate on the

Underlying Group X Certificates
  
minus 0.80% per annum, and after the Dsitribution Date in May 2013,
the Class

X-A-1 Certificates will bear interest at a variable pass-through
rate equal to the Underlying Group X Certificates;

and (xxxi) on or prior to the Distribution Date in May 2013, the
Class X-X-1
  
Certificates will bear

interest at a fixed
  
pass-through
  
rate equal to 0.80% per annum based on the Current
  
Notional
  
Amount of

the Class X-X-1 Certificates, and after the Distribution Date in
May 2013, the Class X-X-1 Certificates will

not bear any interest and the Pass-Through Rate will be equal to
0.00% per annum thereon.

                  
Percentage
  
Interest:
  
With
  
respect to any class of
  
Certificates,
  
the
  
portion of the

Certificates
  
represented by such
  
Certificate,
  
expressed as a percentage,
  
the numerator of which is the

initial
  
outstanding
  
Current
  
Principal
  
Amount of such class of
  
Certificates as of the Closing Date, as

specified on the face thereof,
  
and the denominator of which is the Original
  
Current
  
Principal Amount of

all Certificates in such class.

                  
Permitted Investments: Any one or more of the following obligations
or
  
securities:

                  
(i)
      
direct
  
obligations of, or obligations fully guaranteed as to timely
payment of

principal
  
and interest by, the United
  
States or any agency or
  
instrumentality
  
thereof,
  
provided
  
such

obligations are backed by the full faith and credit of the United
States;

                  
(ii)
     
(A)
  
demand
  
and
  
time
  
deposits
  
in,
  
certificates
  
of
  
deposit
  
of,
  
bankers’

acceptances
  
issued by or federal funds sold by any
  
depository
  
institution
  
or trust company
  
(including

the Trustee or its agents acting in their respective
  
commercial
  
capacities)
  
incorporated under the laws

of the United
  
States of America or any state
  
thereof
  
and
  
subject to
  
supervision
  
and
  
examination
  
by

federal and/or state
  
authorities,
  
so long as, at the time of such
  
investment or contractual
  
commitment

providing for such investment,
  
such depository
  
institution or trust company or its ultimate parent has a

short-term
  
uninsured debt rating in one of the two highest
  
available
  
rating
  
categories of each S&P and

Fitch and the highest
  
available
  
rating category of Moody’s,
  
and (B) any other demand or time deposit or

deposit which is fully insured by the FDIC;

                  
(iii)
    
repurchase
  
obligations
  
with respect to any
  
security
  
described in clause (i)

above and entered into with a depository
  
institution
  
or trust company
  
(acting as
  
principal),
  
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

Rating Agency for such securities;

                  
(iv)
     
securities
  
bearing
  
interest
  
or sold at a
  
discount
  
that are
  
issued
  
by any

corporation
  
incorporated under the laws of the United States of America,
  
the District of Columbia or any

State
  
thereof
  
and that are
  
rated by each
  
Rating
  
Agency in its
  
highest
  
long
  
term
  
unsecured
  
rating

categories at the time of such investment or contractual commitment
providing for such investment;

                  
(v)
      
commercial paper (including both non interest bearing discount
  
obligations and

interest
  
bearing
  
obligations)
  
that is rated by each Rating Agency in its highest
  
short term
  
unsecured

debt rating available at the time of such investment;

                  
(vi)
     
units of money market funds (which may be 12b-1 funds,
  
as
  
contemplated by the

Commission under the Investment
  
Company Act of 1940) registered under the Investment
  
Company Act of 1940

including
  
funds managed or advised by the
  
Securities
  
Administrator
  
or an affiliate 
 
thereof having the

highest applicable rating from each Rating Agency rating such
funds; and

                  
(vii)
    
if previously confirmed in writing to the Securities
  
Administrator,
  
any other

demand,
  
money
  
market or time
  
deposit,
  
or any
  
other
  
obligation,
  
security
  
or
  
investment,
  
as may be

acceptable
  
to the Rating
  
Agencies
  
in writing as a
  
permitted
  
investment
  
of funds
  
backing
  
securities

having ratings equivalent to its highest initial rating of the
Certificates;

                  
provided,
  
however,
  
that no instrument
  
described
  
hereunder
  
shall evidence either the

right to receive (a) only
  
interest
  
with respect to the
  
obligations
  
underlying
  
such
  
instrument or (b)

both
  
principal
  
and interest
  
payments
  
derived
  
from
  
obligations
  
underlying
  
such
  
instrument
  
and the

interest
  
and
  
principal
  
payments
  
with
  
respect to such
  
instrument
  
provide a yield to
  
maturity at par

greater than 120% of the yield to maturity at par of the underlying
obligations.

                  
Person:
  
Any individual,
  
corporation,
  
partnership,
  
limited liability
  
company,
  
joint

venture,
  
association,
  
joint-stock
  
company,
  
trust,
  
unincorporated
  
organization
  
or
  
government or any

agency or political subdivision thereof.

                  
Policy: The Certificate
  
Insurance Policy,
  
dated as of September 29, 2006,
  
endorsed by

the
  
Certificate
  
Insurer to the Trustee on behalf of the Holders of the Insured
  
Certificates,
  
a copy of

which is attached as Exhibit F.

                  
Policy Account:
  
The account established and maintained pursuant to Section 3.12.

                  
Preference Amount: As set forth in the Policy.

                  
Premium Rate:
  
0.11% per annum.

                  
Rating
  
Agency:
  
S&P,
  
Moody’s or their
  
respective
  
successors.
  
If such
  
agency or its

successors
  
are no longer
  
in
  
existence,
  
“Rating
  
Agency”
  
shall be
  
deemed to refer to such
  
nationally

recognized statistical rating agency, or other comparable Person,
  
designated by the Depositor,
  
notice of

which
  
designation
  
shall be given to the Trustee and the Securities
  
Administrator,
  
and specific ratings

of the Rating Agency shall be deemed to refer to the equivalent
ratings of the party so designated.

                  
Record Date: For the
  
Certificates
  
and the first
  
Distribution
  
Date, the Closing Date,

and for any
  
Distribution
  
Date
  
thereafter,
  
the last
  
Business Day of the month
  
preceding
  
the month in

which such Distribution Date occurs.

                  
Regulation AB: Subpart
  
229.1100 - Asset Backed
  
Securities
  
(Regulation
  
AB), 17 C.F.R.

§§229.1100-229.1123,
  
as 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.

                  
Reimbursement Amount:
  
As set forth in the Policy.

  
                
Repurchase
   
Price:
  
In
  
connection
  
with
  
the
  
repurchase
  
of
  
any
  
of
  
the
  
Underlying

Certificates
  
pursuant to Section 2.03(c),
  
a price equal to the outstanding
  
principal balance thereof as

of the date of repurchase plus accrued and unpaid interest thereon.

                  
Responsible
  
Officer:
   
When
  
used
  
with
  
respect
  
to
  
the
  
Trustee
  
or
  
the
  
Securities

Administrator,
  
any officer of the Trustee or the Securities
  
Administrator,
  
as
  
applicable,
  
assigned to

and working in its Corporate Trust Office or similar group with
direct
  
responsibility
  
for
  
administering

the Trusts
  
hereunder and also, with respect to a particular
  
matter,
  
any other officer of the Trustee or

the Securities
  
Administrator,
  
as applicable,
  
to whom a particular
  
matter is referred by the Trustee or

the Securities Administrator,
  
as applicable,
  
because of such officer’s knowledge of and familiarity with

the particular subject.

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

successors in interest.

                  
Sale
  
Agreement:
  
The Sale
  
Agreement,
  
dated as of September
  
29, 2006,
  
between
  
Bear,

Stearns & Co., Inc. and the Depositor relating to the
Underlying Certificates.

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

                  
Securities
  
Administrator:
  
Wells
  
Fargo
  
Bank,
  
N.A.,
  
in its
  
capacity
  
as
  
securities

administrator, or its successor in interest.

                  
Servicing
  
Criteria:
  
The
  
“servicing
  
criteria” set forth in Item 1122(d) of Regulation

AB, as such may be amended from time to time, or those
  
Servicing
  
Criteria
  
otherwise
  
mutually agreed to

by the
  
Sponsor,
  
the
  
Securities
  
Administrator,
  
the Trustee and the
  
Depositor 
 
in response to evolving

interpretations of Regulation AB and incorporated into a revised
Exhibit C.

                  
Sponsor:
  
EMC Mortgage Corporation, or its successor in interest.

                  
Transaction
  
Documents:
  
This
  
Agreement,
  
the Sale Agreement,
  
the
  
Underwriting

Agreement and the Policy.

                  
Trust:
  
The Bear Stearns ALT-A Trust 2006-R1, created pursuant to this
Agreement.

                  
Trustee:
  
JPMorgan
  
Chase Bank,
  
National
  
Association,
  
in its capacity as trustee,
  
or

its successor in interest.

                  
Trust Fund: The segregated
  
pool of assets subject
  
hereto,
  
constituting
  
the corpus of

the trust created hereby and to be administered hereunder,
consisting of:

                  
(i)
      
the Underlying Certificates;

                  
(ii)
     
all amounts
  
payable on the
  
Underlying
  
Certificates
  
following the Closing Date pursuant to the

                           
Underlying Agreements;

                  
(iii)
    
the
  
Certificate
  
Account
  
and such
  
funds or assets as are from
  
time to time
  
deposited
  
in the

                           
Certificate Account;

                  
(iv)
     
the Depositor’s rights under the Sale Agreement;

                  
(v)
      
the
  
Policy
  
with
  
respect
  
to the
  
Class V,
  
Class
  
VI,
  
Class
  
VII,
  
Class
  
VIII
  
and
  
Class IX

                           
Certificates; and

                  
(vi)
     
the income, payments and proceeds of each of the foregoing.

                  
Underlying
  
Agreements:
  
The
  
Underlying
  
2006-4
  
Agreement
  
and the
  
Underlying
  
2006-5

Agreement, as applicable.

                  
Underlying
  
Certificates:
  
Collectively,
  
the
  
Underlying
  
2006-4
  
Certificates
  
and the

Underlying
  
2006-5
  
Certificates.
  
With respect to the (i) Group I
  
Certificates,
  
the Underlying
  
Group I

Certificates,
  
(ii)
  
Group
  
II
  
Certificates,
  
the
  
Underlying
  
Group II
  
Certificates,
  
(iii)
  
Group
  
III

Certificates,
  
the Underlying Group III Certificates,
  
(iv) Group IV Certificates, the Underlying Group IV

Certificates, (v) Group V Certificates,
  
the Underlying Group V Certificates,
  
(vi) Group VI Certificates,

the
  
Underlying
  
Group
  
VI
  
Certificates,
   
(vii)
  
Group
  
VII
  
Certificates,
   
the
  
Underlying
  
Group
  
VII

Certificates,
  
(viii) Group VIII
  
Certificates,
  
the 
 
Underlying
  
Group VIII
  
Certificates,
  
(ix) Group IX

Certificates,
  
the Underlying
  
Group IX Certificates or (x) Group X Certificates,
  
the Underlying
  
Group X

Certificates.

                  
Underlying
   
Certificate
   
Class
   
Percentage:
   
The
  
percentage
  
which
  
the
  
Underlying

Certificate
  
constitutes of its entire class as set forth in Schedule A attached
  
hereto under the caption

“Class % in Trust.”

                  
Underlying
  
Certificate
  
Distribution
  
Date: The 25th day of each month,
  
or if such day

is not a Business Day, then the next Business Day.

                  
Underlying
  
Certificateholder:
  
The
  
Trustee
  
or
  
its
  
Depository
  
Participant
  
for
  
the

benefit of the Certificateholders.

                  
Underlying
  
Distribution
  
Date Statement:
  
The monthly investor reports provided or made

available
  
pursuant to the
  
Underlying
  
Agreement
  
in respect of the related
  
Underlying
  
Certificates
  
in

connection with each Underlying Certificate Distribution Date.

                  
Underlying
  
Group
  
I
  
Certificates:
   
The
  
Class
  
II-3A-3
  
Certificates
  
issued
  
by
  
the

Underlying 2006-4 Trust.

                  
Underlying
  
Group
  
II
  
Certificates:
  
The
  
Class
  
II-3A-4
  
Certificates
  
issued
  
by
  
the

Underlying 2006-4 Trust.

                  
Underlying
  
Group
  
III
  
Certificates:
  
The
  
Class
  
III-3A-2
  
Certificates
  
issued by the

Underlying 2006-4 Trust.

                  
Underlying
  
Group
  
IV
  
Certificates:
  
The
  
Class
  
III-3A-3
  
Certificates
  
issued
  
by the

Underlying 2006-4 Trust.

             
     
Underlying
  
Group
  
V
  
Certificates:
   
The
  
Class
  
II-2A-2
  
Certificates
  
issued
  
by
  
the

Underlying 2006-4 Trust.

                  
Underlying
  
Group
  
VI
  
Certificates:
  
The
  
Class
  
II-3A-5
  
Certificates
  
issued
  
by
  
the

Underlying 2006-4 Trust.

   
               
Underlying
  
Group
  
VII
  
Certificates:
  
The
  
Class
  
III-1A-2
  
Certificates
  
issued by the

Underlying 2006-4 Trust.

                  
Underlying
  
Group
  
VIII
  
Certificates:
  
The Class
  
III-2A-2
  
Certificates
  
issued by the

Underlying 2006-4 Trust.

                  
Underlying
  
Group
  
IX
  
Certificates:
  
The
  
Class
  
III-3A-4
  
Certificates
  
issued
  
by the

Underlying 2006-4 Trust.

                  
Underlying
  
Group
  
X
  
Certificates:
   
The
  
Class
  
II-B-1
   
Certificates
  
issued
  
by
  
the

Underlying 2006-5 Trust.

                  
Underlying
   
Series:
   
The
  
series
  
of
   
securities
   
which
   
includes
  
the
   
Underlying

Certificates.

                  
Underlying
  
Trusts:
  
The
  
Underlying
  
2006-4 Trust and the Underlying
  
2006-5 Trust,
  
as

applicable.

                  
Underlying
  
2006-4
  
Agreement:
  
The Pooling and Servicing
  
Agreement dated as of June 1,

2006, among the Depositor,
  
Citibank, N.A., as trustee, Wells Fargo Bank, National Association,
  
as master

servicer and as
  
securities
  
administrator
  
and EMC Mortgage
  
Corporation,
  
as sponsor and as company,
  
as

such agreement may be amended, modified or amended and restated
from time to time.

                  
Underlying 2006-4
  
Certificates:
  
Collectively,
  
the Bear Stearns ALT-A Trust,
  
Mortgage

Pass-Through
  
Certificates,
  
Series 2006-4, Class II-2A-2,
  
Class II-3A-3,
  
Class II-3A-4,
  
Class II-3A-5,

Class III-1A-2, Class III-2A-2,
  
Class III-3A-2,
  
Class III-3A-3 and Class III-3A-4 Certificates,
  
as more

particularly described in Schedule A hereto.

                  
Underlying
   
2006-4
  
Trust:
  
The
  
Bear
  
Stearns
  
ALT-A
  
Trust,
   
Mortgage
   
Pass-Through

Certificates, Series 2006-4.

                  
Underlying
  
2006-5
  
Agreement:
  
The Pooling and Servicing
  
Agreement dated as of July 1,

2006, among the Depositor,
  
Citibank, N.A., as trustee, Wells Fargo Bank, National Association,
  
as master

servicer and as
  
securities
  
administrator
  
and EMC Mortgage
  
Corporation,
  
as sponsor and as company,
  
as

such agreement may be amended, modified or amended and restated
from time to time.

                  
Underlying
  
2006-5
  
Certificates:
  
The Bear Stearns ALT-A Trust,
  
Mortgage
  
Pass-Through

Certificates,
  
Series 2006-5,
  
Class II-B-1
  
Certificates,
  
as more
  
particularly
  
described in Schedule A

hereto.

                  
Underlying
   
2006-5
  
Trust:
  
The
  
Bear
  
Stearns
  
ALT-A
  
Trust,
   
Mortgage
   
Pass-Through

Certificates, Series 2006-5.

                  
Underwriting Agreement:
  
The Underwriting
  
Agreement,
  
dated as of May 12, 2006, between

the Depositor and Bear, Stearns.

                                              
ARTICLE II

               
CONVEYANCE OF THE UNDERLYING CERTIFICATES; ORIGINAL ISSUANCE OF
CERTIFICATES

Section 2.01.
      
Conveyance of the Underlying Certificates.

(a)
      
The Depositor,
  
concurrently with the execution and delivery hereof, does hereby
sell,
  
transfer,

assign,
  
set-over
  
and
  
otherwise
  
convey
  
to the
  
Trustee,
  
in
  
trust,
  
for the use
  
and
  
benefit
  
of the

Certificateholders
  
and the Certificate
  
Insurer,
  
without recourse,
  
all the right, title and interest of

the Depositor in and to (i) the Underlying
  
Certificates,
  
including all amounts payable on the Underlying

Certificates
  
in accordance
  
with the terms thereof on or after the Closing Date,
  
(ii) the Sale Agreement

and (iii) all its right,
  
title and
  
interest,
  
if any, in all other assets
  
constituting
  
the Trust Fund.

The Group V, Group VI, Group VII, Group VIII and Group IX
  
Certificates
  
will also have the benefit of the

Policy.

(b)
      
In
  
connection 
 
with such
  
transfer and
  
assignment,
  
and
  
concurrently
  
with its
  
execution
  
and

delivery of this Agreement,
  
the Depositor shall have caused the Underlying
  
Certificates to be registered

in
  
the
  
name
  
of
  
the
  
Securities
  
Administrator
  
on
  
behalf
  
of 
 
the
  
Trustee
  
for
  
the
  
benefit
  
of the

Certificateholders.

(c)
      
It is intended that the conveyances by the Depositor to the
Securities
  
Administrator,
  
on behalf

of the
  
Trustee,
  
of the
  
Underlying
  
Certificates
  
as provided for in this Section 2.01 be construed as a

sale by the
  
Depositor
  
to the
  
Securities
  
Administrator,
  
on behalf of the
  
Trustee,
  
of the
  
Underlying

Certificates.
  
Further,
  
it is not
  
intended
  
that
  
any
  
such
  
conveyance
  
be
  
deemed
  
to be a grant
  
of a

security
  
interest in the Underlying
  
Certificates
  
by the Depositor to the Securities
  
Administrator,
  
on

behalf of the
  
Trustee,
  
to secure a debt or other
  
obligation
  
of the
  
Depositor.
  
However,
  
in the event

that the
  
Underlying
  
Certificates
  
are held to be
  
property of the
  
Depositor,
  
or if for any reason this

Agreement is held or deemed to create a security
  
interest in the Underlying
  
Certificates,
  
then (a) this

Agreement shall
  
constitute a security
  
agreement
  
within the meaning of Article 9 of the New York Uniform

Commercial
  
Code;
  
(b) the
  
conveyance
  
provided
  
for in Section 2.01 shall be deemed to be a grant by the

Depositor to the Securities
  
Administrator,
  
on behalf of the Trustee, of, and the Depositor hereby grants

to the Securities
  
Administrator,
  
on behalf of the Trustee, as security for its obligations
  
hereunder, a

security
  
interest in all of the
  
Depositor’s
  
right,
  
title and interest,
  
whether now owned or hereafter

acquired, in and to (1) the Underlying
  
Certificates,
  
all amounts payable on the Underlying
  
Certificates

in accordance
  
with the terms thereof on or after the Closing Date,
  
(3) the Sale
  
Agreement,
  
(4) all its

right, title and interest,
  
if any, in all other assets
  
constituting the Trust Fund, and (5) all proceeds

of the
  
foregoing.
  
It is also intended that the Trust be classified
  
for federal income tax purposes as a

grantor
  
trust
  
under
  
Subpart
  
E,
  
part
  
I of
  
subchapter
  
J of
  
chapter
  
1 of the
  
Code,
  
of
  
which
  
the

Certificateholders
  
are owners,
  
rather than a partnership, 
 
an association
  
taxable as a corporation or a

taxable
  
mortgage
  
pool.
  
The
  
powers
  
granted
  
and
  
obligations
  
undertaken
  
in this
  
Agreement
  
shall be

construed so as to further such intent.

                  
The
  
Depositor
  
and the
  
Securities
  
Administrator,
  
on
  
behalf of the
  
Trustee,
  
at the

Depositor’s or the Majority
  
Certificateholders’
  
direction,
  
shall,
  
to the extent
  
consistent
  
with this

Agreement,
  
take such actions as may be necessary to ensure that, if this
  
Agreement were deemed to create

a security interest in the Underlying
  
Certificates and the other property
  
described above, such security

interest
  
would be a
  
perfected
  
security
  
interest of first
  
priority
  
under
  
applicable
  
law and will be

maintained as such throughout the term of this Agreement.

Section 2.02......Acceptance of Trust Fund by the
  
Securities
  
Administrator,
  
on behalf of the Trustee;

Initial Issuance of Certificates.

                  
The
  
Securities
  
Administrator,
  
on behalf of the Trustee,
  
acknowledges
  
receipt of the

Underlying
  
Agreements
  
and the receipt by it and the transfer,
  
delivery and assignment to the Securities

Administrator,
  
on behalf of the
  
Trustee,
  
of the
  
Underlying
  
Certificates,
  
in good
  
faith and
  
without

notice of any adverse claim,
  
and the assignment to the Securities
  
Administrator on behalf of the Trustee

of all other
  
assets
  
included in the Trust Fund and declares
  
that it holds and will hold the
  
Underlying

Certificates
  
and all other assets
  
included in the Trust Fund in trust for the
  
exclusive use and benefit

of
  
all
  
present
  
and
  
future
   
Certificateholders
  
in
  
accordance
  
with
  
the
  
terms
  
of
  
this
  
Agreement.

Concurrently
  
with such
  
transfer,
  
delivery
  
and
  
assignment
  
and in exchange
  
therefor,
  
pursuant to the

written
  
request of the Depositor
  
executed by an officer of the Depositor,
  
the Securities
  
Administrator

has executed and caused to be
  
authenticated
  
and
  
delivered
  
to or upon the order of the
  
Depositor,
  
the

Certificates in authorized denominations evidencing the entire
beneficial ownership of the Trust.

                  
Until the Trust is
  
terminated
  
in
  
accordance
  
with
  
Section
  
7.01,
  
except as provided

herein,
  
the
  
Securities
  
Administrator
  
on behalf of the Trustee
  
shall not assign,
  
sell,
  
dispose of or

transfer any interest in the Underlying
  
Certificates
  
or any other asset
  
constituting
  
the Trust Fund or

permit the Underlying
  
Certificates or any other asset
  
constituting the Trust Fund to be subjected to any

lien,
  
claim or encumbrance
  
arising by,
  
through or under the Trustee or any person
  
claiming by, through

or under the Trustee.

Section 2.03.
      
Representations and Warranties of the Depositor and the Trustee.

(a)
      
The Depositor hereby
  
represents and warrants to the Trustee,
  
the Certificate
  
Insurer,
  
and the

Securities Administrator and for the benefit of the
Certificateholders, as of the Closing Date, that:

(i)
      
The Depositor is a corporation
  
duly organized,
  
validly
  
existing and in good standing under the

         
laws of the State of Delaware,
  
and the
  
Depositor
  
is
  
possessed
  
of all
  
licenses
  
necessary to

         
carry on its business.

(ii)
     
The
  
execution
  
and
  
delivery
  
of
  
this
  
Agreement
  
by the
  
Depositor,
  
and the
  
performance
  
and

         
compliance
  
with the terms of this Agreement by the Depositor,
  
will not violate the
  
Depositor’s

         
certificate of
  
incorporation
  
or bylaws or constitute a default (or an event which,
  
with notice

         
or lapse of time, or both,
  
would
  
constitute a default)
  
under,
  
or result in the breach of, any

         
material
  
agreement or other
  
instrument
  
to which it is a party or which is
  
applicable to it or

         
any of its assets.

(iii)
    
The
  
Depositor
  
has the full
  
right,
  
power
  
and
  
authority
  
to enter
  
into
  
and
  
consummate
  
all

         
transactions
  
contemplated
  
by
  
this
  
Agreement,
   
including
  
but
  
not
  
limited
  
to
  
selling
  
the

         
Underlying
  
Certificates
  
to the
  
Trustee,
  
has
  
duly
  
authorized
  
the
  
execution,
  
delivery
  
and

         
performance of this Agreement, and has duly executed and delivered
this Agreement.

(iv)
     
This Agreement,
  
assuming due authorization,
  
execution and delivery by the Trustee,
  
constitutes

         
a valid,
  
legal and binding
  
obligation of the
  
Depositor,
  
enforceable
  
against the Depositor in

         
accordance
   
with
  
the
  
terms
  
hereof,
   
subject
  
to
  
(A)
  
applicable
   
bankruptcy,
   
insolvency,

         
reorganization,
  
moratorium
  
and other
  
laws
  
affecting
  
the
  
enforcement
  
of
  
creditors’
  
rights

    
     
generally,
  
and (B) general
  
principles
  
of equity,
  
regardless
  
of whether such
  
enforcement
  
is

         
considered in a proceeding in equity or at law.

(v)
      
The Depositor is not in violation
  
of, and its
  
execution and delivery of this
  
Agreement and its

         
performance
  
and compliance
  
with the terms of this Agreement will not constitute a violation
of,

         
any law, any order or decree of any court or arbiter,
  
or any order,
  
regulation or demand of any

         
federal,
  
state or local
  
governmental
  
or
  
regulatory
  
authority,
  
which
  
violation is likely to

         
affect
  
materially and adversely
  
either the ability of the Depositor to perform its
  
obligations

         
under this Agreement or the financial condition of the Depositor.

(vi)
     
No litigation is pending or, to the best of the Depositor’s
  
knowledge,
  
threatened,
  
against the

         
Depositor
  
which,
  
if determined
  
adversely to the
  
Depositor,
  
would prohibit the Depositor from

         
entering into this Agreement or is likely to materially
  
and adversely
  
affect either the ability

         
of the Depositor to perform its
  
obligations
  
under this Agreement or the financial
  
condition of

         
the Depositor.

(vii)
    
The
  
Depositor
  
was,
  
immediately
  
prior to the transfer of the
  
Underlying
  
Certificates
  
to the

         
Securities
  
Administrator
  
on behalf of the Trust,
  
the sole owner
  
thereof free and clear of any

         
lien, pledge, charge or encumbrance of any kind.

(viii)
   
The Depositor
  
acquired the Underlying
  
Certificates
  
in good faith without notice of any adverse

         
claim, lien, charge,
  
encumbrance or security interest
  
(including
  
without
  
limitation,
  
federal

         
tax liens or liens arising under ERISA).

(ix)
     
The Depositor has not assigned any interest in the Underlying
  
Certificates or any
  
distributions

         
thereon, except as contemplated herein.

(x)
      
The Securities
  
Administrator,
  
on behalf of the Trustee, will be entitled to distributions under

         
the
  
Underlying
  
Agreements
  
equal to all
  
distributions
  
of interest and
  
principal
  
made on the

         
Underlying Certificates.

(xi)
     
The
  
information
  
relating
  
to the
  
Underlying
  
Certificates
  
set forth in Schedule A is true and

         
correct in all material respects.

(xii)
    
The transfer of the Underlying
  
Certificates by the Depositor to the Securities
  
Administrator on

         
behalf of the Trust pursuant to this
  
Agreement is an absolute sale. The Underlying
  
Certificates

         
have been
  
reregistered
  
in the name of the
  
Securities
  
Administrator
  
on behalf of the
  
Trustee

         
through the facilities of the Depositary.

(xiii)
   
The
  
Underlying
  
Certificates
  
are
  
“regular
  
interests”
  
in a real
  
estate
  
mortgage
  
investment

         
conduit within the meaning of Section 860G(a)(1) of the Code.

(xiv)
    
The Depositor has no actual knowledge after reasonable
  
inquiry that the Underlying
  
Certificates

         
(1) were not validly issued by the related
  
Underlying
  
Trust, (2) are not
  
outstanding,
  
(3) are

         
not the legal,
  
valid,
  
binding and enforceable
  
obligation of the related
  
Underlying Trust, and

         
(4) are not
  
entitled
  
to the
  
benefits
  
of the
  
Underlying
  
Agreements
  
pursuant
  
to which
  
such

         
Underlying
  
Certificates
  
were
  
issued
  
(except
  
as limited by
  
bankruptcy,
  
insolvency
  
or other

         
similar laws
  
affecting
  
the
  
enforcement
  
of creditors’
  
rights
  
generally or to the extent that

         
such
  
enforceability
  
may be subject to the exercise of judicial
  
discretion in
  
accordance
  
with

         
general equitable principles).

(b)
      
The Trustee
  
hereby
  
represents and warrants to the Depositor,
  
the
  
Certificate
  
Insurer and for

the benefit of the Certificateholders, as of the Closing Date,
that:

(i)
      
The Trustee is a national
  
banking
  
association,
  
duly
  
organized and validly
  
existing under the

         
laws of the United States of America.

(ii)
     
The execution and delivery of this Agreement by the Trustee,
  
and the
  
performance and compliance

         
with the terms of this
  
Agreement
  
by the
  
Trustee,
  
will not
  
violate the
  
Trustee’s
  
charter or

         
bylaws or constitute a default (or an event which,
  
with notice or lapse of time, or both,
  
would

         
constitute
  
a
  
default)
  
under,
  
or result in the
  
breach of,
  
any
  
material
  
agreement
  
or other

         
instrument to which it is a party or which is applicable to it or
any of its assets.

(iii)
    
The
  
Trustee
  
has the full power and
  
authority
  
to enter into and
  
consummate
  
all
  
transactions

         
contemplated
  
by this Agreement,
  
has duly authorized the execution,
  
delivery and performance of

         
this Agreement, and has duly executed and delivered this Agreement.

(iv)
     
This
  
Agreement,
  
assuming due
  
authorization,
  
execution
  
and delivery by the
  
Depositor and the

         
Securities
  
Administrator,
  
constitutes
  
a valid,
  
legal and binding
  
obligation
  
of the Trustee,

         
enforceable
  
against the Trustee in accordance
  
with the terms hereof,
  
subject to (A) applicable

         
bankruptcy,
  
insolvency,
  
reorganization,
  
moratorium and other laws affecting the enforcement of

         
creditors’ rights
  
generally,
  
and (B) general
  
principles of equity,
  
regardless of whether such

         
enforcement is considered in a proceeding in equity or at law.

(v)
      
The Trustee is not in violation
  
of, and its
  
execution
  
and delivery of this
  
Agreement
  
and its

         
performance
  
and compliance
  
with the terms of this Agreement will not constitute a violation
of,

 
        
any law, any order or decree of any court or arbiter,
  
or any order,
  
regulation or demand of any

         
federal,
  
state or local
  
governmental
  
or
  
regulatory
  
authority,
  
which
  
violation is likely to

         
affect
  
materially
  
and
  
adversely
  
either the ability of the Trustee to perform its
  
obligations

         
under this Agreement or the financial condition of the Trustee.

(vi)
     
No
  
litigation
  
is pending or, to the best of the Trustee’s
  
knowledge,
  
threatened,
  
against the

         
Trustee
  
which would
  
prohibit
  
the Trustee
  
from
  
entering
  
into this
  
Agreement or is likely to

         
materially
  
and
  
adversely
  
affect
  
either the ability of the Trustee to perform its
  
obligations

         
under this Agreement or the financial condition of the Trustee.

(vii)
    
The
  
Underlying
   
Certificates
  
will
  
be
  
held
  
by
  
the
  
Securities
   
Administrator
  
through
  
the

         
Depository,
  
the
  
information
  
relating to the
  
Underlying
  
Certificates
  
set forth on Schedule A

         
hereto conforms to information
  
set forth in the Prospectus
  
dated March 28, 2006, the Prospectus

         
Supplement
  
dated
  
June 29,
  
2006
  
and the
  
Prospectus
  
Supplement
  
dated
  
July 28,
  
2006 for the

         
Underlying
  
Certificates (as applicable);
  
it has acquired the Underlying
  
Certificates
  
from the

         
Depositor
  
in
  
good
  
faith,
  
for
  
value,
  
and,
  
to the
  
best
  
of the
  
Securities
  
Administrator’s

         
knowledge,
  
without notice or actual knowledge of any adverse claim,
  
lien,
  
charge,
  
encumbrance

         
or security interest
  
(including,
  
without
  
limitation,
  
federal tax liens or liens arising under

         
ERISA);
  
it has not and will not, in any capacity except as Securities
  
Administrator,
  
on behalf

         
of the
  
Certificateholders,
  
assert any claim or interest in the Underlying Certificates and
will

         
hold such
  
Underlying
  
Certificates
  
and the proceeds
  
thereof in trust
  
pursuant to the terms of

         
this
  
Agreement;
  
and it has not
  
encumbered or transferred
  
its right,
  
title or interest in the

         
Underlying Certificates.

(c)
      
It is understood and agreed that the foregoing
  
representations
  
and warranties shall survive the

execution
  
and delivery of this
  
Agreement.
  
Upon
  
discovery by any party hereto of a breach of any of the

foregoing
  
representations
  
and warranties
  
which
  
materially
  
and adversely
  
affects the interests of the

Certificateholders,
  
the Certificate
  
Insurer or any party hereto,
  
the party discovering such breach will

give
  
prompt
  
written
  
notice
  
thereof
  
to the
  
other
  
parties
  
hereto,
  
the
  
Certificateholders
  
and
  
the

Certificate
  
Insurer.
  
Within
  
thirty
  
(30) days of the
  
earlier of either
  
discovery
  
by or notice to the

Depositor of any breach of a
  
representation
  
or warranty of the Depositor
  
that
  
materially and adversely

affects the
  
interests of the
  
Certificateholders,
  
the Depositor
  
shall use its best efforts
  
promptly to

cure such breach in all material
  
respects and, if such breach cannot be cured,
  
the Depositor
  
shall,
  
at

the
  
election
  
of
  
the
  
Majority
  
Certificateholders,
   
repurchase
  
the
  
Underlying
  
Certificates
  
at
  
the

Repurchase
  
Price.
  
If
  
the
  
Depositor
  
is to
  
repurchase
  
the
  
Underlying
  
Certificates,
  
the
  
Securities

Administrator
  
shall promptly
  
determine the Repurchase
  
Price in accordance with the definition
  
thereof.

Repurchase of the Underlying
  
Certificates
  
pursuant to the foregoing
  
provisions of this Section
  
2.03(c)

shall be
  
accomplished
  
by deposit by the Depositor in the
  
Certificate
  
Account on the Business Day prior

to the next succeeding
  
Distribution
  
Date of the amount of the Repurchase
  
Price. No such purchase by the

Depositor under this Section 2.03(c) will be permitted
  
without the consent of the Certificate
  
Insurer if

such
  
repurchase
  
would
  
cause a draw on the Policy to be made or if any
  
amounts
  
due to the
  
Certificate

Insurer would remain unreimbursed on the final Distribution Date.

Section 2.04......Grantor
  
Trust.
  
The trust
  
created
  
hereby is
  
intended
  
to qualify
  
as an
  
“investment

trust”
  
within the meaning of Treasury
  
Regulation
  
§301.7701-4(c),
  
and it is neither the purpose nor the

intent
  
of the
  
parties
  
hereto
  
to
  
create
  
a
  
partnership,
  
joint
  
venture,
  
taxable
  
mortgage
  
pool
  
or

association
  
taxable
  
as a
  
corporation
  
between
  
or among
  
the
  
Certificateholders,
  
the
  
Trustee
  
or the

Depositor.
  
In
  
furtherance
  
of the
  
foregoing,
  
the purpose of the Trust shall be to protect and conserve

the assets of the Trust,
  
and the Trust
  
shall not at any time
  
engage in or carry on any kind of business

or any kind of commercial or investment activity.
  
Subject to the foregoing, the Trust shall:

(i)
      
issue the
  
Certificates
  
to, or at the written
  
direction
  
of, the
  
Depositor in exchange for the

         
Underlying Certificates;

(ii)
     
perform the activities of the Trust that are expressly set forth in
this Agreement;

(iii)
    
engage in those
  
activities that are reasonably
  
necessary,
  
suitable or convenient to accomplish

         
the foregoing or are incidental thereto or connected therewith; and

(iv)
     
subject to compliance
  
with this
  
Agreement,
  
engage in such other
  
activities as may be required

         
in connection
  
with
  
conservation of the assets of the Trust and the making of
  
distributions
  
to

         
the Certificateholders.

                  
The Trust is hereby
  
authorized to engage in the foregoing
  
activities.
  
The Trust shall

not engage in any activity
  
other than the
  
foregoing or other than as required or authorized by the terms

of
  
this
  
Agreement
   
while
  
any
   
Certificate
   
is
  
outstanding
   
without
  
the
  
consent
  
of
  
all
  
of
  
the

Certificateholders;
  
provided,
  
however,
  
that in no event shall the Trustee or any other
  
Person have any

power
  
to
  
vary
  
the
  
investment
  
of the
  
Certificateholders
  
in the
  
Certificates
  
or to
  
substitute
  
new

investments
  
or reinvest so as to enable the Trust to

take
  
advantage of variations in the market to improve the
  
investment
  
of the
  
Certificateholders
  
in the

Certificates.

                                 
             
ARTICLE III

                              
ADMINISTRATION OF THE UNDERLYING CERTIFICATES;

                                
PAYMENTS AND REPORTS TO CERTIFICATEHOLDERS

Section 3.01.
     
Administration of the Trust Fund and the Underlying Certificates.

                  
If
  
at
  
any
  
time
  
the
  
Securities
   
Administrator,
   
as
  
a
  
holder
  
of
  
the
  
Underlying

Certificates, is requested in such capacity, whether by a
Certificateholder,
  
a holder of a certificate of

the
  
Underlying
  
Series or a party to the related
  
Underlying
  
Agreement or any other Person,
  
to take any

action or to give any consent,
  
approval or waiver,
  
including,
  
without limitation, in connection with an

amendment of the related Underlying Agreement,
  
the Securities
  
Administrator shall promptly notify all of

the Holders of the related
  
Certificates,
  
the
  
Certificate
  
Insurer and the Depositor of such request and

of its planned
  
course of action with
  
respect
  
thereto and the
  
Securities
  
Administrator
  
shall,
  
in its

capacity as a holder of such
  
Underlying
  
Certificates,
  
take such action in connection
  
with the exercise

and/or
  
enforcement
  
of any rights and/or
  
remedies
  
available to it in such capacity with respect to such

request, as the majority of Certificateholders of the related
Certificate Group shall direct in writing.

Section 3.02.
    
Collection of Monies.

(a)
      
In
  
connection
  
with its
  
receipt
  
of any
  
distribution
  
on the
  
Underlying
  
Certificates
  
on any

Underlying
  
Certificates
  
Distribution
  
Date,
  
the
  
Securities
  
Administrator
  
shall
  
review
  
the
  
related

Underlying
  
Distribution
  
Date Statement and shall confirm that the aggregate amount of such
  
distribution

received by it with
  
respect to each related
  
class of
  
Underlying
  
Certificates
  
is
  
consistent
  
with the

Underlying
  
Distribution
  
Date Statement (it being understood that the Securities
  
Administrator
  
shall be

entitled to rely on the accuracy and correctness of the Underlying
Distribution Date Statement).

(b)
      
If the Securities
  
Administrator 
 
receives a Notice of Final Distribution in respect of any class

of Underlying
  
Certificates,
  
the Securities
  
Administrator
  
shall present and surrender
  
such
  
Underlying

Certificate which is in certificated form for final payment
thereon,
  
if required,
  
in accordance with the

terms and conditions of the related
  
Underlying
  
Agreement and such notice.
  
The Securities
  
Administrator

shall promptly deposit in the Certificate
  
Account the final
  
distribution
  
received upon presentation and

surrender of such Underlying
  
Certificate
  
for
  
distribution in accordance with Section 3.05 hereof on the

next succeeding Distribution Date for the related Certificates.

Section 3.03.
     
Establishment of Certificate Account; Deposits Therein.

(a)
      
The
  
Securities
  
Administrator,
  
for the benefit of the
  
Certificateholders
  
and the
  
Certificate

Insurer,
  
shall
  
establish and maintain one or more interest
  
bearing trust
  
accounts
  
(collectively,
  
the

“Certificate Account”),
  
each of which shall be an Eligible Account,
  
entitled “Wells Fargo Bank, N.A., as

securities
  
administrator
  
for the
  
registered
  
holders of Bear
  
Stearns
  
ALT-A
  
Trust
  
2006-R1,
  
Mortgage

Pass-Through
  
Certificates,
  
Series
  
2006-R1,”
  
held in
  
trust
  
by the
  
Securities
  
Administrator
  
for the

benefit of the
  
Certificateholders
  
and the Certificate Insurer. The Securities
  
Administrator shall cause

to be
  
deposited
  
directly
  
into the
  
Certificate
  
Account all
  
distributions
  
received by the
  
Securities

Administrator
  
on the
  
Underlying
  
Certificates
  
and the Policy,
  
from
  
whatever
  
source,
  
and all amounts

received by it representing
  
payment of a Repurchase Price pursuant to Section 2.03(c),
  
subsequent to the

Closing
  
Date.
  
The
  
Certificate
  
Account
  
is
  
initially
  
located
  
at the
  
Securities
  
Administrator.
  
The

Securities
  
Administrator shall give notice to the Depositor,
  
the Trustee, the Certificate Insurer and to

Certificateholders
  
of any new
  
location
  
of the
  
Certificate
  
Account
  
prior to any change
  
thereof.
  
The

Securities
  
Administrator
  
shall
  
have the right to create
  
sub-accounts
  
of the
  
Certificate
  
Account
  
to

facilitate the administration of funds.

(b)
      
In the event
  
that
  
payments
  
in respect
  
of the
  
Underlying
  
Certificates
  
are
  
received
  
by the

Securities
  
Administrator prior to the related Distribution Date, the
Securities
  
Administrator may invest

such funds deposited in the Certificate
  
Account in one or more Permitted
  
Investments held in the name of

the Securities
  
Administrator and shall receive as compensation,
  
any interest or investment income earned

on
  
such
  
Permitted
  
Investments,
  
which
  
may
  
be
  
withdrawn
  
by
  
the
  
Securities
  
Administrator
  
on
  
each

Distribution
  
Date and shall not
  
constitute
  
Available
  
Funds.
  
Notwithstanding
  
the
  
foregoing,
  
no such

Permitted
  
Investment may mature later than such related
  
Distribution
  
Date and no such investment
  
shall

be sold prior to its maturity date. The amount of any losses
  
incurred in respect of any such
  
investments

shall be
  
deposited
  
in the
  
Certificate
  
Account
  
by the
  
Securities
  
Administrator
  
out of its own funds

immediately as realized.

(c)
      
The
  
Depositor
  
shall cause all
  
distributions
  
received on the
  
Underlying
  
Certificates
  
by the

Depositor or any of its Affiliates
  
after the Closing Date to be provided to the Securities
  
Administrator

for deposit into the Certificate Account.

Section 3.04.
     
Permitted Withdrawals From the Certificate Account.

                  
The Securities
  
Administrator
  
may from time to time withdraw funds from the Certificate

Account for the following purposes:

(i)
      
to make distributions in the amounts and in the manner provided for
in Section 3.05;

(ii)
     
to pay to the Person entitled thereto any amount deposited in the
Certificate Account in error;

(iii) 
   
to clear and terminate the Certificate Account upon the termination
of this Agreement;

(iv)
     
to pay itself, as additional
  
compensation,
  
the net reinvestment
  
income permitted to be paid to

         
it as provided in Section 3.03(b); and

(v)
      
to pay the Certificate Insurer its Aggregate Premium Amount.

On each
  
Distribution
  
Date, the Securities
  
Administrator
  
shall withdraw all funds from the
  
Certificate

Account and shall use such funds
  
withdrawn from the Certificate
  
Account only for the purposes
  
described

in this Section 3.04 and in Section 3.05.
  
Notwithstanding
  
the
  
priorities
  
set forth in Section
  
3.05(a)

with respect to the Insured
  
Certificates,
  
on each Distribution
  
Date, the Securities
  
Administrator will

distribute
  
the
  
Aggregate
   
Premium
  
Amounts
   
payable
  
to
  
the
  
Certificate
   
Insurer
  
out
  
of
  
interest

distributions
  
received on the related Underlying
  
Certificates on such Distribution Date, prior to making

any distributions of interest to the Certificates.

Section 3.05.
     
Distributions.

(a)
      
On each Distribution
  
Date, the Securities
  
Administrator
  
shall apply amounts in the Certificate

Account
  
representing
  
Available Funds for the related Certificate Group in the following
manner and order

of priority:

      
   
I.
  
With respect to the Group I Certificates:

                  
(i) to the Class I-A-1,
  
Class I-X-1,
  
Class I-X-2,
  
Class I-X-3,
  
Class I-X-4 and Class

I-X-5
  
Certificates,
  
on a pro rata basis,
  
from amounts in respect of interest received on the Underlying

Group I Certificates,
  
if any, the Interest
  
Distribution Amount for each such Class for such Distribution

Date; and

                  
(ii) to the Class I-A-1
  
Certificates,
  
from amounts in respect of principal received on

the Underlying Group I Certificates,
  
if any, as distributions of principal,
  
until the Current
  
Principal

Amount of the Class I-A-1 Certificates has been reduced to zero.

         
II.
  
With respect to the Group II Certificates:

                  
(i) to the Class II-A-1,
  
Class II-X-1,
  
Class
  
II-X-2,
  
Class II-X-3,
  
Class II-X-4 and

Class
  
II-X-5
  
Certificates,
  
on a pro rata basis,
  
from
  
amounts in respect of
  
interest
  
received on the

Underlying Group II Certificates,
  
if any, the Interest
  
Distribution
  
Amount for each such class for such

Distribution Date; and

                  
(ii) to the Class II-A-1
  
Certificates,
  
from
  
amounts in respect of principal
  
received

on the
  
Underlying
  
Group II
  
Certificates,
  
if any,
  
as
  
distributions
  
of
  
principal,
  
until the Current

Principal Amount of the Class I-A-1 Certificates has been reduced
to zero.

         
III.
  
With respect to the Group III Certificates:

                  
(i) to the Class III-A-1,
  
Class III-X-1,
  
Class III-X-2,
  
Class III-X-3,
  
Class III-X-4

and Class III-X-5
  
Certificates,
  
on a pro rata basis, from amounts in respect of interest received
on the

Underlying Group III Certificates,
  
if any, the Interest
  
Distribution Amount for each such Class for such

Distribution Date; and

                  
(ii) to the Class III-A-1
  
Certificates,
  
from amounts in respect of principal
  
received

on the
  
Underlying
  
Group III
  
Certificates,
  
if any, as
  
distributions
  
of
  
principal,
  
until the Current

Principal Amount of the Class III-A-1 Certificates has been reduced
to zero.

         
IV.
  
With respect to the Group IV Certificates:

                  
(i) to the Class IV-A-1,
  
Class IV-X-1,
  
Class
  
IV-X-2,
  
Class IV-X-3,
  
Class IV-X-4 and

Class
  
IV-X-5
  
Certificates,
  
on a pro rata basis,
  
from
  
amounts in respect of
  
interest
  
received on the

Underlying Group IV Certificates,
  
if any, the Interest
  
Distribution
  
Amount for each such Class for such

Distribution Date; and

                  
(ii) to the Class IV-A-1
  
Certificates,
  
from
  
amounts in respect of principal
  
received

on the
  
Underlying
  
Group IV
  
Certificates,
  
if any,
  
as
  
distributions
  
of
  
principal,
  
until the Current

Principal Amount of the Class IV-A-1 Certificates has been reduced
to zero.

         
V.
  
With respect to the Group V Certificates:

              
     
(i)
  
from
  
amounts
  
in
  
respect
  
of
  
interest
   
received
  
on
  
the
  
Underlying
   
Group
  
V

Certificates,
  
first, to the Class V-A-1 Certificates,
  
if any, the Interest
  
Distribution Amount for each

such Class for such
  
Distribution
  
Date, and second,
  
to the Certificate
  
Insurer,
  
any accrued and unpaid

Reimbursement
  
Amounts payable to the
  
Certificate
  
Insurer for that
  
distribution
  
date in respect of any

Deficiency Amount described in clauses (a)(1) or (b)(x) of such
definition; and

                
  
(ii)
  
from
  
amounts
  
in
  
respect
  
of
  
principal
  
received
  
on
  
the
  
Underlying
  
Group
  
V

Certificates,
  
first, to the Class V-A-1
  
Certificates,
  
if any, as distributions of principal,
  
until the

Current
  
Principal
  
Amount of the Class V-A-1
  
Certificates
  
has been reduced to zero, and second,
  
to the

Certificate Insurer,
  
any accrued and unpaid Reimbursement
  
Amounts payable to the Certificate Insurer for

that
  
distribution
  
date in respect of any Deficiency Amount described in clauses
(a)(2) or (b)(y) of such

definition.

         
VI.
  
With respect to the Group VI Certificates:

                  
(i)
  
from
  
amounts
  
in
  
respect
  
of
  
interest
   
received
  
on
  
the
  
Underlying
  
Group
  
VI

Certificates,
  
first, to the Class VI-A-1 Certificates,
  
if any, the Interest Distribution Amount for each

such Class for such
  
Distribution
  
Date, and second,
  
to the Certificate
  
Insurer,
  
any accrued and unpaid

Reimbursement
  
Amounts payable to the
  
Certificate
  
Insurer for that
  
distribution
  
date in respect of any

Deficiency Amount described in clauses (a)(1) or (b)(x) of such
definition; and

                  
(ii)
  
from
  
amounts
  
in
  
respect
  
of
  
principal
  
received
  
on the
  
Underlying
  
Group
  
VI

Certificates,
  
first, to the Class VI-A-1 Certificates,
  
if any, as distributions of principal,
  
until the

Current
  
Principal Amount of the Class VI-A-1
  
Certificates
  
has been reduced to zero, and second,
  
to the

Certificate Insurer,
  
any accrued and unpaid Reimbursement
  
Amounts payable to the Certificate Insurer for

that
  
distribution
  
date in respect of any Deficiency Amount described in clauses
(a)(2) or (b)(y) of such

definition.

         
VII.
  
With respect to the Group VII Certificates:

                  
(i)
  
from
  
amounts
  
in
  
respect
  
of
  
interest
  
received
  
on
  
the
  
Underlying
  
Group
  
VII

Certificates,
  
first,
  
to the Class VII-A-1
  
Certificates,
  
if any, the Interest
  
Distribution
  
Amount for

each such Class for such
  
Distribution
  
Date,
  
and second,
  
to the
  
Certificate
  
Insurer,
  
any accrued and

unpaid
  
Reimbursement
  
Amounts payable to the Certificate Insurer for that distribution
date in respect of

any Deficiency Amount described in clauses (a)(1) or (b)(x) of such
definition; and

                  
(ii)
  
from
  
amounts
  
in
  
respect
  
of
  
principal
  
received
  
on the
  
Underlying
  
Group VII

Certificates,
  
first, to the Class VII-A-1 Certificates,
  
if any, as distributions of principal, until the

Current
  
Principal Amount of the Class VI-A-1
  
Certificates
  
has been reduced to zero, and second,
  
to the

Certificate Insurer,
  
any accrued and unpaid Reimbursement
  
Amounts payable to the Certificate Insurer for

that
  
distribution
  
date in respect of any Deficiency Amount described in clauses
(a)(2) or (b)(y) of such

definition.

         
VIII.
  
With respect to the Group VIII Certificates:

                  
(i)
  
from
  
amounts
  
in
  
respect
  
of
  
interest
  
received
  
on the
  
Underlying
  
Group
  
VIII

Certificates,
  
first, to the Class VIII-A-1
  
Certificates,
  
if any, the Interest
  
Distribution
  
Amount for

each such Class for such
  
Distribution
  
Date,
  
and second,
  
to the
  
Certificate
  
Insurer,
  
any accrued and

unpaid
  
Reimbursement
  
Amounts payable to the Certificate Insurer for that distribution
date in respect of

any Deficiency Amount described in clauses (a)(1) or (b)(x) of such
definition; and

                  
(ii) from
  
amounts
  
in
  
respect
  
of
  
principal
  
received
  
on the
  
Underlying
  
Group VIII

Certificates,
  
first, to the Class VIII-A-1
  
Certificates,
  
if any, as distributions
  
of principal,
  
until

the Current
  
Principal Amount of the Class VIII-A-1
  
Certificates has been reduced to zero, and second, to

the Certificate Insurer,
  
any accrued and unpaid Reimbursement
  
Amounts payable to the Certificate Insurer

for that
  
distribution
  
date in respect of any Deficiency
  
Amount described in clauses (a)(2) or (b)(y) of

such definition.

         
IX.
  
With respect to the Group IX Certificates:

                   
(i)
  
from
  
amounts
  
in
  
respect
  
of
  
interest
   
received
  
on
  
the
  
Underlying
  
Group
  
IX

Certificates,
  
first, to the Class IX-A-1 Certificates,
  
if any, the Interest Distribution Amount for each

such Class for such
  
Distribution
  
Date, and second,
  
to the Certificate
  
Insurer,
  
any accrued and unpaid

Reimbursement
  
Amounts payable to the
  
Certificate
  
Insurer for that
  
distribution
  
date in respect of any

Deficiency Amount described in clauses (a)(1) or (b)(x) of such
definition; and

                  
(ii)
  
from
  
amounts
  
in
  
respect
  
of
  
principal
  
received
  
on the
  
Underlying
  
Group
  
IX

Certificates,
  
first, to the Class IX-A-1 Certificates,
  
if any, as distributions of principal,
  
until the

Current
  
Principal Amount of the Class IX-A-1
  
Certificates
  
has been reduced to zero, and second,
  
to the

Certificate Insurer,
  
any accrued and unpaid Reimbursement
  
Amounts payable to the Certificate Insurer for

that
  
distribution
  
date in respect of any Deficiency Amount described in clauses
(a)(2) or (b)(y) of such

definition.

         
X
         
With respect to the Group X Certificates:

                   
(i) to the Class
  
X-A-1
  
Certificates
  
and the Class X-X-1
  
Certificates,
  
on a pro rata

basis,
  
from amounts in respect of interest
  
received on the Underlying Group X Certificates,
  
if any, the

Interest Distribution Amount for each such Class for such
Distribution Date; and

      
            
(ii) to the Class X-A-1
  
Certificates,
  
from amounts in respect of principal received on

the Underlying Group X Certificates,
  
if any, as distributions of principal,
  
until the Current
  
Principal

Amount of the Class X-A-1 Certificates has been reduced to zero.

(b)
      
All
  
distributions
  
made to
  
Holders of the
  
Certificates
  
pursuant
  
to
  
Section
  
3.05(a) on each

Distribution
  
Date
  
shall be
  
allocated
  
pro rata
  
among the
  
outstanding
  
Certificates
  
based
  
upon their

respective
  
Percentage
  
Interests and, except in the case of the final
  
distribution to the Holders of the

Certificates,
  
shall be made to the Holders of record on the related
  
Record
  
Date.
  
Distributions
  
to any

Certificateholder
  
on any Distribution Date shall be made by wire transfer of
immediately
  
available funds

to the
  
account
  
of such
  
Certificateholder
  
at a bank
  
or
  
other
  
entity
  
having
  
appropriate
  
facilities

therefor,
  
if such
  
Certificateholder
  
shall have so
  
notified
  
the
  
Securities
  
Administrator
  
in writing

(which wiring
  
instructions may be in the form of a standing order
  
applicable to all future
  
Distribution

Dates) no less than five
  
Business
  
Days prior to the related
  
Record Date (or, in the case of the initial

Distribution
  
Date, no later than the related
  
Record Date) and is the
  
registered
  
owner of
  
Certificates

with an aggregate
  
initial Current
  
Principal
  
Amount of not less than
  
$1,000,000,
  
or otherwise by check

mailed
  
by
  
first
  
class
  
mail to the
  
address
  
of such
  
Certificateholder
  
appearing
  
in the
  
Certificate

Register.
  
Final
  
distribution
  
to each
  
Certificateholder
  
will be made in like
  
manner,
  
but
  
only
  
upon

presentment
  
and
  
surrender
  
of
  
such
  
Certificate
  
at
  
the
  
Corporate
  
Trust
  
Office
  
of
  
the
  
Securities

Administrator
  
or such
  
other
  
location
  
specified
  
in the
  
notice
  
to
  
Certificateholders
  
of such
  
final

distribution.

(c)
      
Notwithstanding
  
any other
  
provision
  
of this
  
Agreement,
  
the
  
Securities
  
Administrator
  
shall

comply with all federal withholding
  
requirements
  
respecting payments to
  
Certificateholders
  
of interest

or the accrual of discount that the Securities
  
Administrator
  
reasonably
  
believes are
  
applicable
  
under

the Code.
  
The consent of
  
Certificateholders
  
shall not be required
  
for such
  
withholding.
  
In the event

the Securities
  
Administrator does withhold any amount from payments to any
Certificateholder
  
pursuant to

federal
  
withholding
  
requirements,
  
the Securities
  
Administrator
  
shall indicate the amount
  
withheld to

such Certificateholders.

(d)
      
Realized
  
Losses.
  
On
  
any
  
Distribution
  
Date,
  
following
  
distributions
  
to
  
be
  
made
  
on
  
that

Distribution Date, any Realized Losses (as defined in the related
Underlying
  
Agreement)
  
allocated to the

Underlying
  
Certificates
  
will be allocated to the
  
Certificates of the related
  
Certificate
  
Group (other

than the
  
Interest
  
Only
  
Certificates)
  
until the Current
  
Principal
  
Amount
  
thereof has been reduced to

zero.
  
Subsequent
  
recoveries
  
on
  
the
  
related
  
mortgage
  
loans
  
which
  
are
  
payable
  
to
  
the
  
Underlying

Certificates
  
relating to the Insured
  
Certificates will be allocated first to the Certificate Insurer for

payment of any Reimbursement
  
Amounts for such Distribution Date in respect of any Deficiency
  
Amount, but

only up to the amount actually paid by the Certificate Insurer on
the related Insured Certificates.

Section 3.06.
     
Statements to Certificateholders.

                  
On
  
each
  
Distribution
  
Date,
  
the
  
Securities
  
Administrator
  
shall
  
prepare
  
and
  
make

available to each
  
Certificateholder,
  
the Depositor,
  
the Trustee, the Certificate Insurer and the Rating

Agencies, on its website, a statement with respect to such
Distribution Date, stating:

                  
(i)
      
the Available Funds for each Certificate
  
Group for such
  
Distribution
  
Date,
  
including the cash

flows received and the sources thereof for distributions;

                  
(ii)
     
the Interest
  
Distribution
  
Amount and the amount with respect to principal paid on each Class
of

Certificates with respect to such Distribution Date;

                  
(iii)
    
the
  
Current
  
Principal
  
Amount or
  
Current
  
Notional
  
Amount,
  
as
  
applicable,
  
of each Class of

Certificates before and after applying payments on such
Distribution Date;

                  
(iv)
     
the applicable record dates, accrual dates and actual Distribution
Dates for the period;

                  
(v)
      
the Pass-Through Rate on each Class of Certificates for such
Distribution Date;

                  
(vi)
     
the interest rate on each Class of Underlying Certificates for such
Distribution Date;

                  
(vii)
    
the Aggregate Premium Amount paid to the Certificate Insurer;

                  
(viii)
   
whether any exchanges of Exchangeable
  
Certificates
  
have taken place since the

preceding
  
Distribution
  
Date and, if applicable,
  
the names,
  
certificate
  
balances,
  
including
  
notional

balances,
  
pass-through
  
rates, and any interest and principal paid,
  
including any shortfalls
  
allocated,

of any Classes of
  
Certificates
  
that were
  
received by the
  
Certificateholder
  
of such
  
Certificate
  
as a

result of such exchange; and

                  
(ix)
     
the
  
Deficiency
  
Amount,
  
if
  
any,
  
to be
  
paid
  
by
  
the
  
Certificate
  
Insurer,

specifically set forth the aggregate
  
amounts in (a)(1) and (b)(x) of the definition of Deficiency
  
amount

and the aggregate amount in (a)(2) and (b)(y) of the definition of
Deficiency Amount.

                  
In the case of the
  
information
  
furnished
  
pursuant to clause
  
(ii) above,
  
the amounts

shall also be expressed as a dollar amount per $100,000 of
principal face amount.

                  
The Securities
  
Administrator
  
may make available each month,
  
to any interested
  
party,

the monthly statement to Certificateholders via the Securities
  
Administrator’s
  
website initially located

at
  
“www.ctslink.com.”
  
Assistance
  
in using
  
the
  
website
  
can be
  
obtained
  
by
  
calling
  
the
  
Securities

Administrator’s
  
customer
  
service
  
desk at (301)
  
815-6600.
  
Parties
  
that are
  
unable
  
to use the
  
above

distribution
  
option are
  
entitled to have a paper copy mailed to them via first class mail
by calling the

Securities
  
Administrator’s
  
customer service desk and indicating such. The Securities
Administrator 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 Securities
  
Administrator
  
shall provide timely

and adequate notification to all parties regarding any such change.

                  
In addition,
  
the Securities
  
Administrator
  
promptly will furnish to the Depositor and,

upon the
  
written
  
request
  
of a
  
Certificateholder,
  
the
  
Trustee
  
or the
  
Certificate
  
Insurer,
  
to such

Certificateholder,
  
the Trustee or the Certificate
  
Insurer,
  
copies of any written
  
notices,
  
statements,

reports or other
  
written
  
communications,
  
received
  
by the
  
Securities
  
Administrator
  
in respect of the

Underlying Certificates.

                  
The Securities
  
Administrator
  
shall be responsible
  
for preparing,
  
at its own expense,

and
  
filing in a timely
  
manner,
  
on behalf of the Trust
  
Fund and for the Trust
  
Fund as a grantor
  
trust

under the Code,
  
federal income tax and information
  
returns and reports with the Internal Revenue Service

(“IRS”)
  
and income tax
  
returns and
  
information
  
returns and reports of any other state or local
  
taxing

authority
  
as are
  
required to be so filed,
  
using a calendar
  
year as the taxable year of the Trust on an

accrual
  
basis.
  
The
  
Trustee
  
shall
  
sign
  
all
  
such
  
tax
  
returns
  
provided
  
to
  
it
  
by
  
the
  
Securities

Administrator.
  
The Depositor
  
shall provide the
  
Securities
  
Administrator
  
within 10 days of the Closing

Date all information
  
deemed necessary by the Securities
  
Administrator
  
to fulfill its obligations
  
under

this
  
paragraph.
  
The
  
Securities
  
Administrator
  
shall
  
furnish
  
to each
  
Certificateholder
  
at the
  
time

required by law such
  
information
  
reports or returns as are
  
required
  
by
  
applicable
  
federal,
  
state or

local law with
  
respect to the Trust Fund to enable
  
Certificateholders
  
to prepare
  
their tax returns and

will furnish
  
comparable
  
information to the IRS and other taxing
  
authorities as and when required by law

to do so.

Section 3.07.
     
Access to Certain Documentation and Information.

                  
The
  
Securities
  
Administrator
  
shall
  
provide to the
  
Depositor
  
access to all reports,

documents
  
and records
  
maintained by the
  
Securities
  
Administrator
  
in respect of its duties
  
hereunder,

such access being afforded
  
without
  
charge but only upon three Business Days’ written
  
request and during

normal business hours at offices designated by the Securities
Administrator.

Section 3.08.
     
Calculation of Distribution Amounts.

                  
All
  
calculations
  
of
  
Available
  
Funds,
  
the Interest
  
Distribution
  
Amount and amounts

payable
  
with
  
respect to
  
principal
  
for any
  
Distribution
  
Date
  
shall be
  
performed
  
by the
  
Securities

Administrator
  
in reliance on the
  
information
  
provided to it in the applicable
  
Underlying
  
Distribution

Date Statement.

Section 3.09.
     
Annual Statement as to Compliance.

(a)
      
The Securities
  
Administrator
  
shall deliver (or otherwise
  
make
  
available) to the Depositor and

the Trustee not later than March 15th of each
  
calendar year
  
beginning in 2007, an Officer’s
  
Certificate

(an “Annual
  
Statement of Compliance”)
  
stating,
  
as to each signatory
  
thereof,
  
that (i) a review of the

activities
  
of the
  
Securities
  
Administrator
  
during the preceding
  
calendar year and of its
  
performance

under
  
this
  
Agreement
  
has
  
been
  
made
  
under
  
such
  
officer’s
  
supervision
  
and (ii) to the best of such

officer’s
  
knowledge,
  
based
  
on such
  
review,
  
the
  
Securities
  
Administrator
  
has
  
fulfilled
  
all of its

obligations
  
under this
  
Agreement in all material
  
respects
  
throughout
  
such year or applicable
  
portion

thereof,
  
or, if there
  
has been a
  
failure
  
to
  
fulfill
  
any such
  
obligation
  
in any
  
material
  
respect,

specifying
  
each such
  
failure
  
known to such
  
officer
  
and the nature
  
and status of the cure
  
provisions

thereof.
  
Such Annual Statement of Compliance shall contain no restrictions
or limitations on its use.

(b)
      
Failure
  
of the
  
Securities
  
Administrator
  
to comply
  
with this
  
Section
  
3.09
  
(including
  
with

respect to the
  
timeframes
  
required in this Section)
  
which
  
failure
  
results in a failure to timely file

the related
  
Form 10-K,
  
shall,
  
upon
  
written
  
notice from the
  
Trustee at the written
  
direction
  
of the

Depositor,
  
constitute
  
a default,
  
and, 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,
  
the

Trustee
  
may upon
  
notice
  
immediately
  
terminate
  
all of the rights
  
and
  
obligations
  
of the
  
Securities

Administrator
  
under this Agreement and in and to the
  
Underlying
  
Certificates
  
and the proceeds
  
thereof

without
  
compensating
  
the
  
Securities
   
Administrator
  
for
  
the
  
same
  
(but
  
subject
  
to
  
the
  
Securities

Administrator’s
  
right to
  
reimbursement of all amounts for which it is entitled to be
reimbursed prior to

the date of
  
termination).
  
This paragraph
  
shall
  
supersede any other
  
provision in this Agreement or any

other agreement to the contrary.

Section 3.10.
      
Assessments of Compliance and Attestation Reports.

         
Pursuant
  
to Rules
  
13a-18 and 15d-18 of the
  
Exchange
  
Act and Item 1122 of
  
Regulation
  
AB, the

Securities
  
Administrator (to the extent set forth in this Section) (the
“Attesting
  
Party”) shall deliver

(or
  
otherwise
  
make 
 
available) to the Depositor and the Trustee on or before March 15th
of each calendar

year
  
beginning
  
in
  
2007,
  
a
  
report
  
regarding
  
the
  
Attesting
  
Party’s
  
assessment
  
of
  
compliance
  
(an

“Assessment of Compliance”)
  
with the Servicing
  
Criteria
  
applicable to it 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 the
  
Attesting
  
Party of its
  
authority
  
and

responsibility for assessing compliance with the Servicing Criteria
applicable to the Attesting Party;

         
(b)
      
A
  
statement
  
by an
  
authorized
  
officer
  
that the
  
Attesting
  
Party used the
  
Servicing

Criteria
  
identified in Exhibit C hereto to assess
  
compliance with the Servicing
  
Criteria
  
applicable to

the Attesting Party;

         
(c)
      
An assessment by such officer of the 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
  
the
  
Attesting
  
Party
  
performs
  
with
  
respect
  
to
   
asset-backed
   
securities

transactions
  
taken as a whole
  
involving the Attesting
  
Party,
  
that are backed by the same asset type as

those backing the Underlying Certificates;

         
(d)
      
A statement that a registered
  
public
  
accounting firm has issued an attestation
  
report

on the Attesting
  
Party’s
  
Assessment of Compliance
  
for the period
  
consisting of the preceding
  
calendar

year; and

         
(e)
      
A statement as to which of the
  
Servicing
  
Criteria,
  
if any, are not
  
applicable to the

Attesting
  
Party,
  
which
  
statement
  
shall be based on the
  
activities
  
the Attesting
  
Party performs with

respect to asset-backed
  
securities
  
transactions taken as a whole involving the Attesting Party, that
are

backed by the same asset type as those backing the Certificates.

         
Such report at a minimum
  
shall
  
address each of the
  
Servicing
  
Criteria
  
specified on Exhibit C

hereto which are indicated as applicable to the Attesting Party.

         
On or before March 15th of each
  
calendar
  
year
  
beginning
  
in 2007,
  
the
  
Attesting
  
Party shall

furnish
  
(or
  
otherwise
  
make
  
available)
  
to 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
  
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 Depositor
  
shall confirm that the
  
Assessment of Compliance
  
delivered to it addresses all of

the Servicing
  
Criteria set forth in Exhibit C and notify the Securities
  
Administrator 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
  
Securities
  
Administrator
  
to comply
  
with this
  
Section
  
3.10
  
(including
  
with

respect to the
  
timeframes
  
required in this Section)
  
which
  
failure
  
results in a failure to timely file

the related
  
Form 10-K,
  
shall,
  
upon
  
written
  
notice from the
  
Depositor,
  
constitute
  
a default and the

Trustee
  
shall,
  
in addition to whatever
  
rights the Trustee may have under this
  
Agreement
  
and at law or

equity or to damages,
  
including
  
injunctive
  
relief and
  
specific
  
performance,
  
upon notice
  
immediately

terminate all of the rights and
  
obligations of the Securities
  
Administrator
  
under this Agreement and in

and
  
to the
  
Underlying
  
Certificates
  
and
  
the
  
proceeds
  
thereof
  
without
  
compensating
  
the
  
Securities

Administrator
  
for the same (but subject to the Securities
  
Administrator’s
  
right to reimbursement of all

amounts
  
for which it is entitled
  
to be
  
reimbursed
  
prior to the date of
  
termination).
  
This
  
paragraph

shall supersede any other provision in this Agreement or any other
agreement to the contrary.

Section 3.11.
     
Reports Filed with Securities and Exchange Commission.

         
(a)
      
(i) (A)
  
Within
  
15 days
  
after
  
each
  
Distribution
  
Date,
  
for so long as the
  
Trust is

subject to Exchange Act reporting
  
requirements,
  
the Securities
  
Administrator
  
shall, in accordance with

industry
  
standards,
  
prepare and file with the Commission via the Electronic Data
Gathering and Retrieval

System
  
(“EDGAR”),
  
a
  
Distribution
  
Report
  
on Form
  
10-D,
  
signed by the
  
Depositor,
  
with a copy of the

Monthly
  
Statement to be furnished by the
  
Securities
  
Administrator
  
to the
  
Certificateholders
  
for such

Distribution
  
Date;
  
provided that, the
  
Securities
  
Administrator
  
shall have received no later than five

(5) calendar days after the related
  
Distribution
  
Date,
  
all
  
information
  
required to be provided to the

Securities
  
Administrator
  
as described in clause
  
(a)(iv) below.
  
Any
  
disclosure
  
that is in addition to

the Monthly
  
Statement and that is required to be included on Form 10-D,
  
including the Form 10-D filed in

connection
  
with the Underlying
  
Series
  
(“Additional
  
Form 10-D
  
Disclosure”)
  
shall be,
  
pursuant to the

paragraph
  
immediately
  
below,
  
reported
  
by
  
the
  
parties
  
set
  
forth
  
on
  
Exhibit
  
D to
  
the
  
Securities

Administrator
  
and the Depositor and approved by the
  
Depositor,
  
and the
  
Securities
  
Administrator
  
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 in the case where the
  
Securities
  
Administrator
  
is the

reporting party as set forth in Exhibit D) and approval.

         
(B) Within
  
five (5)
  
calendar
  
days after the
  
related
  
Distribution
  
Date,
  
(i) the parties set

forth in
  
Exhibit
  
D shall
  
be
  
required
  
to
  
provide,
  
pursuant
  
to
  
Section
  
3.11(a)(iv)
  
below,
  
to the

Securities
  
Administrator
  
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 Securities
  
Administrator

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
  
shall
  
be

responsible for any reasonable fees and expenses
  
assessed or incurred by the Securities
  
Administrator in

connection with including any Form 10-D Disclosure Information on
Form 10-D pursuant to this Section.

         
(C) After preparing the Form 10-D, the Securities
  
Administrator
  
shall forward
  
electronically a

copy of the Form 10-D to the
  
Depositor
  
for review.
  
Within two Business Days after receipt of such copy,

but no later than the 12th
  
calendar
  
day after the
  
Distribution
  
Date
  
(provided
  
that,
  
the
  
Securities

Administrator
  
forwards a copy of the Form 10-D no later
  
than the 10th
  
calendar
  
after the
  
Distribution

Date),
  
the
  
Depositor
  
shall
  
notify the
  
Securities
  
Administrator
  
in writing
  
(which may be
  
furnished

electronically)
  
of any
  
changes
  
to or
  
approval
  
of such Form
  
10-D.
  
In the
  
absence
  
of receipt of any

written
  
changes or
  
approval,
  
the
  
Securities
  
Administrator
  
shall be entitled to assume that such Form

10-D is in final form and the
  
Securities
  
Administrator
  
may proceed with the filing of the Form 10-D. No

later than the 13th calendar day after the related
  
Distribution
  
Date, a duly
  
authorized
  
officer of the

Depositor
  
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 Securities
  
Administrator.
  
If a Form

10-D
  
cannot be filed on time or if a
  
previously
  
filed Form 10-D
  
needs to be
  
amended,
  
the
  
Securities

Administrator
  
shall follow the
  
procedures set forth in Section
  
3.11(a)(v).
  
Promptly (but no later than

one (1)
  
Business
  
Day)
  
after
  
filing
  
with the
  
Commission,
  
the
  
Securities
  
Administrator
  
shall
  
make

available
  
on its
  
internet
  
website
  
a final
  
executed
  
copy of each Form
  
10-D
  
filed by the
  
Securities

Administrator.
  
The
  
parties
  
to
  
this
  
Agreement
  
acknowledge
  
that
  
the
  
performance
  
by the
  
Securities

Administrator
  
of its
  
duties
  
under
  
Sections
  
3.11(a)(i)
  
and (v)
  
related
  
to the
  
timely
  
preparation,

execution
  
and filing of Form 10-D is
  
contingent
  
upon such parties
  
strictly
  
observing
  
all
  
applicable

deadlines in the
  
performance of their duties under such
  
Sections.
  
The
  
Securities
  
Administrator
  
shall

not have any
  
liability
  
for any loss,
  
expense,
  
damage,
  
claim
  
arising
  
out of or with
  
respect
  
to any

failure
  
to
  
properly
  
prepare
  
and timely
  
file such Form
  
10-D,
  
where
  
such
  
failure
  
results
  
from the

Securities
  
Administrator’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.

         
Each of Form 10-D and 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 Securities
  
Administrator
  
that the Depositor has filed all such required reports

during
  
the
  
preceding
  
12 months
  
and it has been
  
subject to such
  
filing
  
requirements
  
for the past 90

days.
  
The
  
Depositor
  
shall
  
notify the
  
Securities
  
Administrator
  
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 and

no later
  
than
  
March
  
15th with
  
respect
  
to the
  
filing of a report on Form
  
10-K,
  
if the answer to the

questions
   
should
  
be
  
“no.”
  
The
   
Securities
   
Administrator
   
shall
  
be
   
entitled
  
to
  
rely
  
on
  
such

representations in preparing, executing and/or filing any such
report.

         
(ii) (A) Within four (4) Business Days after the occurrence of an
event
  
requiring
  
disclosure on

Form 8-K (each such event,
  
a
  
“Reportable
  
Event”),
  
for so long as the Trust is subject to Exchange
  
Act

reporting
  
requirements,
  
the
  
Securities
  
Administrator
  
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
  
prepare
  
and
  
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,
  
including any Form 8-K filed in connection with the Underlying
  
Series (“Form

8-K
  
Disclosure
  
Information”)
  
shall be,
  
pursuant to the paragraph
  
immediately
  
below,
  
reported by the

parties set forth on Exhibit D to the
  
Securities
  
Administrator
  
and the
  
Depositor
  
and
  
approved by the

Depositor,
  
and the Securities
  
Administrator
  
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 in the case

where the Securities Administrator is the reporting party as set
forth in Exhibit D) and approval.

         
(B) For so long as the Trust is subject to the
  
Exchange
  
Act
  
reporting
  
requirements,
  
no later

than the
  
close of
  
business
  
New York
  
City
  
time on the 2nd
  
Business
  
Day
  
after
  
the
  
occurrence
  
of a

Reportable
  
Event
  
(i) the
  
parties
  
set
  
forth
  
in
  
Exhibit
  
D shall
  
be
  
required
  
pursuant
  
to
  
Section

3.11(a)(iv) below to provide to the Securities
  
Administrator 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 Securities
  
Administrator
  
and the Depositor and such party, the form and substance of any
Form 8-K

Disclosure
  
Information,
  
if applicable,
  
and (ii) the Depositor shall approve,
  
as to form and substance,

or disapprove,
  
as the case may be, the inclusion of the Form 8-K Disclosure
  
Information on Form 8-K. The

Depositor
  
shall be
  
responsible
  
for any
  
reasonable
  
fees
  
and
  
expenses
  
assessed
  
or
  
incurred
  
by the

Securities
  
Administrator
  
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 Securities
  
Administrator
  
shall forward
  
electronically
  
a

copy of the Form 8-K to the
  
Depositor
  
for
  
review.
  
No later
  
than
  
noon New York
  
City
  
time on the 4th

Business Day after the Reportable
  
Event, a duly
  
authorized
  
officer of the Depositor 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
  
Securities
  
Administrator.
  
Promptly,
  
but no later
  
than the close of

business on the 3rd Business Day after the
  
Reportable
  
Event,
  
the Depositor
  
shall notify the Securities

Administrator
  
in writing
  
(which may be furnished
  
electronically)
  
of any changes to or approval of such

Form 8-K filed by the
  
Securities
  
Administrator.
  
In the
  
absence of receipt
  
of any
  
written
  
changes or

approval,
  
the
  
Securities
  
Administrator
  
shall be entitled to assume that such Form 8-K is in final form

and the
  
Securities
  
Administrator
  
may
  
proceed
  
with the filing of the Form 8-K. If a Form 8-K cannot be

filed on time or if a previously filed Form 8-K needs to be
amended,
  
the Securities
  
Administrator
  
shall

follow
  
the
  
procedures
  
set forth in Section
  
3.11(a)(v).
  
Promptly
  
(but no later than one (1)
  
Business

Day) after
  
filing
  
with the
  
Commission,
  
the
  
Securities
  
Administrator
  
shall,
  
make
  
available
  
on its

internet
  
website
  
a final
  
executed
  
copy of each
  
Form 8-K filed by the
  
Securities
  
Administrator.
  
The

parties to this Agreement
  
acknowledge that the performance by the Securities
  
Administrator of its duties

under this Section
  
3.11(a)(ii)
  
related to the timely
  
preparation,
  
execution
  
and filing of Form 8-K is

contingent
  
upon such parties
  
strictly
  
observing all
  
applicable
  
deadlines in the
  
performance of their

duties under this Section
  
3.11(a)(ii).
  
The
  
Securities
  
Administrator
  
shall have any
  
liability for any

loss, expense,
  
damage,
  
claim arising out of or with respect to any failure to properly
prepare,
  
execute

and/or
  
timely
  
file such
  
Form 8-K,
  
where
  
such
  
failure
  
results
  
from the
  
Securities
  
Administrator’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.

         
(iii) (A) Within 90 days after the end of each fiscal year of the
Trust or such
  
earlier
  
date as

may be required by the Exchange
  
Act (the “10-K Filing
  
Deadline”)
  
(it being
  
understood
  
that the fiscal

year for the Trust ends on December 31st of each year),
  
commencing
  
in March 2007 and
  
thereafter so long

as the Trust is subject to
  
Exchange
  
Act
  
reporting
  
requirements,
  
the
  
Securities
  
Administrator
  
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 Securities
  
Administrator
  
within the applicable time frames set forth in this Agreement,

(I) an annual
  
compliance
  
statement for the Securities
  
Administrator,
  
as described
  
under Section 3.09,

(II)(A)
  
the annual
  
report on
  
assessment
  
of
  
compliance
  
with
  
Servicing
  
Criteria
  
for the
  
Securities

Administrator,
  
as described
  
under Section
  
3.10,
  
and (B) if any such report on assessment of compliance

with Servicing
  
Criteria
  
described under Section 3.10 identifies any material
  
instance of noncompliance,

disclosure
  
identifying such instance of noncompliance,
  
or if any such report on assessment of compliance

with
  
Servicing
  
Criteria
  
described
  
under
  
Section 3.10 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 Securities
  
Administrator,
  
as described

under Section 3.10, and (B) if any registered
  
public
  
accounting firm attestation
  
report described under

Section 3.10 identifies any material
  
instance of noncompliance,
  
disclosure
  
identifying such instance of

noncompliance,
  
or if any such registered public accounting firm attestation
  
report is not included as an

exhibit to such Form
  
10-K,
  
disclosure
  
that such
  
report is not
  
included
  
and an
  
explanation
  
why such

report is not included,
  
and (IV) a Sarbanes-Oxley
  
Certification as described in Section 3.11 (a)(iii)(D)

below (provided,
  
however, that the Securities
  
Administrator,
  
at its discretion,
  
may omit from the Form

10-K any
  
annual
  
compliance
  
statement,
  
assessment
  
of
  
compliance
  
or
  
attestation
  
report
  
that is not

required to be filed with such Form 10-K pursuant to Regulation
  
AB). Any
  
disclosure
  
or
  
information
  
in

addition to (I) through (IV) above that is required to be included
on Form 10-K,
  
including
  
the Form 10-K

filed in connection with the Underlying Series
  
(“Additional Form 10-K Disclosure”)
  
shall be, pursuant to

the
  
paragraph
  
immediately
  
below,
  
reported
  
by the
  
parties
  
set forth on
  
Exhibit D to the
  
Securities

Administrator
  
and the Depositor and approved by the
  
Depositor,
  
and the
  
Securities
  
Administrator
  
will

have no duty or liability
  
for any failure
  
hereunder to
  
determine
  
or prepare any
  
Additional
  
Form 10-K

Disclosure
  
absent
  
such
  
reporting
  
(other
  
than in the case where the
  
Securities
  
Administrator
  
is the

reporting party as set forth in Exhibit D) and approval.

         
(B) No later
  
than
  
March
  
15th of each
  
year
  
that the
  
Trust is
  
subject
  
to the
  
Exchange
  
Act

reporting
  
requirements,
  
commencing in 2007,
  
(i) the parties set forth in Exhibit D shall be required to

provide pursuant to Section
  
3.11(a)(iv) below to the Securities
  
Administrator 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
  
Securities
  
Administrator
  
and the Depositor
  
and such party,
  
the form and

substance of any Additional Form 10-K Disclosure,
  
if applicable,
  
and (ii) the Depositor will approve, as

to form and
  
substance,
  
or
  
disapprove,
  
as the case may be, the
  
inclusion of the
  
Additional
  
Form 10-K

Disclosure
  
on Form
  
10-K.
  
The
  
Depositor
  
shall be
  
responsible
  
for any
  
reasonable
  
fees and
  
expenses

assessed
  
or
  
incurred
  
by the
  
Securities
  
Administrator
  
in
  
connection
  
with
  
including
  
any Form
  
10-K

Disclosure information on Form 10-K pursuant to this Section.

         
(C) After preparing the Form 10-K, the Securities
  
Administrator
  
shall forward
  
electronically a

copy of the Form 10-K to the
  
Depositor
  
for review.
  
Within
  
three
  
Business
  
Days after
  
receipt of such

copy, but no later than March 25th, the Depositor
  
shall notify the
  
Securities
  
Administrator
  
in writing

(which may be furnished
  
electronically)
  
of any changes to or approval of such Form 10-K.
  
In the absence

of receipt of any written changes or approval, 
 
the Securities
  
Administrator
  
shall be entitled to assume

that such Form 10-K is in final form and the Securities
  
Administrator
  
may proceed with the filing of the

Form 10-K.
  
No later than the close of business
  
Eastern
  
Standard
  
time on the 4th
  
Business Day prior to

the 10-K
  
Filing
  
Deadline,
  
a senior
  
officer
  
of the
  
Depositor
  
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
  
Securities
  
Administrator.
  
If a Form
  
10-K
  
cannot
  
be
  
filed
  
on
  
time or if a

previously filed Form 10-K needs to be amended,
  
the Securities
  
Administrator
  
will follow the procedures

set forth in Section
  
3.11(a)(v).
  
Promptly
  
(but no later than one (1)
  
Business
  
Day) after
  
filing with

the
  
Commission,
  
the
  
Securities
  
Administrator
  
shall make
  
available
  
on its
  
internet
  
website a final

executed
  
copy of each Form 10-K filed by the
  
Securities
  
Administrator.
  
The
  
parties to this
  
Agreement

acknowledge
  
that
  
the
  
performance
  
by
  
the
  
Securities
   
Administrator
  
of
  
its
  
duties
  
under
  
Sections

3.11(a)(iii)
  
and (v) related to the timely
  
preparation,
  
execution and filing of Form 10-K is contingent

upon such parties
  
strictly
  
observing all applicable
  
deadlines in the
  
performance of their duties under

such
  
Sections
  
and
  
Sections
  
3.09 and Section
  
3.10.
  
The
  
Securities
  
Administrator
  
shall not have any

liability for any loss, expense,
  
damage,
  
claim arising out of or with respect to any failure to properly

prepare,
  
execute
  
and/or
  
timely file such Form 10-K,
  
where such
  
failure
  
results
  
from the
  
Securities

Administrator’s
  
inability or failure to receive,
  
on a timely basis, any information from any other party

hereto
  
needed to prepare,
  
arrange
  
for
  
execution
  
or file such Form 10-K,
  
not
  
resulting
  
from its own

negligence, bad faith or willful misconduct.

         
(D) Each Form 10-K shall include a certification (the
  
“Sarbanes-Oxley
  
Certification”)
  
required

to be included
  
therewith in compliance with Item
  
601(b)(31)(ii) of Regulation S-K, which shall be signed

by the Certifying
  
Person and delivered to the Securities
  
Administrator
  
no later than March 15th of each

year in which the Trust is subject to the
  
reporting
  
requirements
  
of the Exchange
  
Act.
  
The
  
Securities

Administrator
  
shall provide to the Depositor,
  
as the Person who signs the
  
Sarbanes-Oxley
  
Certification

(the
  
“Certifying
  
Person”),
  
by March 10th 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
  
(a
  
“Back-Up
  
Certification”),
  
in the form
  
attached
  
hereto as
  
Exhibit B, 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. A senior officer of the Depositor
  
shall serve as the 
 
Certifying
  
Person on behalf

of the Trust.

         
(iv) With respect to any Additional
  
Form 10-D
  
Disclosure,
  
Additional
  
Form 10-K
  
Disclosure or

any Form 8-K Disclosure
  
Information
  
(collectively,
  
the “Additional
  
Disclosure”)
  
relating to the Trust

Fund, the Securities
  
Administrator’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 D as the

responsible
  
party for providing
  
that 
 
information,
  
if other than the Securities
  
Administrator,
  
as and

when required as described in Section
  
3.11(a)(i)
  
through (iii) above.
  
Such Additional
  
Disclosure shall

be accompanied
  
by a notice
  
substantially
  
in the form of Exhibit E. Each of the Sponsor,
  
the Securities

Administrator
  
and the
  
Depositor
  
hereby agrees to notify and provide to the extent known to the
Sponsor,

the
  
Securities
  
Administrator
  
and the Depositor all
  
Additional
  
Disclosure
  
relating to the Trust Fund,

with respect to which such party is indicated in Exhibit E as the
  
responsible
  
party for
  
providing
  
that

information.
  
The
  
Depositor
  
shall be
  
responsible
  
for any
  
reasonable
  
fees and
  
expenses
  
assessed
  
or

incurred
  
by
  
the
  
Securities
  
Administrator
  
in
  
connection
  
with
  
including
  
any
  
Additional
  
Disclosure

information pursuant to this Section.

         
So long as the
  
Depositor
  
is subject to the
  
reporting
  
requirements
  
of the
  
Exchange
  
Act with

respect to the Trust Fund,
  
the Trustee
  
shall notify the
  
Securities
  
Administrator
  
and the Depositor of

any
  
bankruptcy or
  
receivership
  
with respect to the Trustee or of any
  
proceedings of the type described

under Item 1117 of
  
Regulation
  
AB that have
  
occurred
  
as of the
  
related
  
Due
  
Period,
  
together
  
with a

description
  
thereof,
  
no later than the date on which
  
such
  
information
  
is
  
required
  
of other
  
parties

hereto as set forth under this
  
Section
  
3.11.
  
In
  
addition,
  
the
  
Trustee
  
shall
  
notify the
  
Securities

Administrator
  
and the Depositor of any affiliations or relationships
  
that develop after the Closing Date

between the Trustee and the Depositor,
  
the Sponsor or the Securities
  
Administrator of the type described

under Item 1119 of Regulation
  
AB,
  
together with a description
  
thereof,
  
no later than the date on which

such
  
information
  
is required of other parties
  
hereto as set forth under this Section
  
3.11.
  
Should the

identification
  
of any
  
of
  
the
  
Depositor,
  
the
  
Sponsor
  
or the
  
Securities
  
Administrator
  
change,
  
the

Depositor shall promptly notify the Trustee.

         
(v) (A) On or prior to January 30th of the first year in which the
  
Securities
  
Administrator
  
is

able to do so
  
under
  
applicable
  
law,
  
the
  
Securities
  
Administrator
  
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 Securities
  
Administrator
  
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
  
Securities
  
Administrator
  
shall

promptly
  
notify
  
the
  
Depositor.
  
In the case of Form 10-D and 10-K,
  
the
  
Depositor
  
and the
  
Securities

Administrator
  
shall
  
cooperate
  
to prepare
  
and file a Form
  
12b-25 and a 10-DA and 10-KA as
  
applicable,

pursuant
  
to Rule
  
12b-25 of the
  
Exchange
  
Act.
  
In the case of Form 8-K,
  
the
  
Securities
  
Administrator

will,
  
upon receipt of all required Form 8-K
  
Disclosure
  
Information
  
and upon the approval and direction

of the
  
Depositor,
  
include
  
such
  
disclosure
  
information
  
on the next Form
  
10-D.
  
In the event that any

previously
  
filed
  
Form
  
8-K,
  
10-D or 10-K
  
needs
  
to be
  
amended,
  
and
  
such
  
amendment
  
relates
  
to any

Additional
  
Disclosure,
  
the Securities
  
Administrator shall notify the Depositor and the parties affected

thereby and such parties will cooperate to prepare any necessary
  
Form 8-K,
  
10-DA or 10-KA.
  
Any Form 15,

Form 12b-25 or any
  
amendment to Form 8-K,
  
10-D or 10-K shall be signed by a duly
  
authorized
  
officer of

the Depositor.
  
The parties hereto
  
acknowledge
  
that the
  
performance by the Depositor and the Securities

Administrator
  
of
  
their
  
respective
  
duties
  
under
  
this
  
Section
   
3.11(a)(v)
   
related
  
to
  
the
  
timely

preparation,
  
execution
  
and filing of Form 15, a Form 12b-25 or any
  
amendment to Form 8-K,
  
10-D or 10-K

is
  
contingent
  
upon the
  
Depositor
  
timely
  
performing
  
its duties
  
under this
  
Section.
  
The
  
Securities

Administrator
  
shall not have any liability for any loss,
  
expense,
  
damage,
  
claim arising out of or with

respect to any failure to properly
  
prepare,
  
execute
  
and/or timely file any such Form 15, Form 12b-25 or

any amendments to Form 8-K, 10-D or 10-K,
  
where such failure results from the Securities
  
Administrator’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 Form 8-K, 10-D

or 10-K, not resulting from its own negligence, bad faith or
willful misconduct.

         
The
  
Depositor
  
agrees to promptly
  
furnish to the
  
Securities
  
Administrator,
  
from time to time

upon request,
  
such further
  
information,
  
reports and financial
  
statements within its control related to

this
  
Agreement
  
and
  
the
  
Underlying
  
Certificates
  
as
  
the
  
Securities
  
Administrator
  
reasonably
  
deems

appropriate to prepare and file all necessary
  
reports with the Commission.
  
The Securities
  
Administrator

shall
  
have no
  
responsibility
  
to file any
  
items
  
other
  
than
  
those
  
specified
  
in this
  
Section
  
3.11;

provided,
  
however,
  
the Securities
  
Administrator
  
shall
  
cooperate with the Depositor in connection with

any
  
additional
  
filings
  
with
  
respect
  
to the Trust
  
Fund as the
  
Depositor
  
deems
  
necessary
  
under the

Exchange
  
Act.
  
Fees and
  
expenses
  
incurred
  
by the
  
Securities
  
Administrator
  
in
  
connection
  
with this

Section 3.11 shall not be reimbursable from the Trust Fund.

         
(b)
      
The Securities
  
Administrator
  
shall
  
indemnify and hold harmless the Depositor and each

of its
  
officers,
  
directors
  
and
  
affiliates
  
from and
  
against any losses,
  
damages,
  
penalties,
  
fines,

forfeitures,
  
reasonable
  
and
  
necessary
  
legal fees and
  
related
  
costs,
  
judgments
  
and other
  
costs and

expenses
  
arising
  
out of or based
  
upon a breach
  
of the
  
Securities
  
Administrator’s
  
obligations
  
under

Sections
  
3.09,
  
3.10
  
and
  
3.11 or the
  
Securities
  
Administrator’s
  
negligence,
  
bad
  
faith
  
or
  
willful

misconduct in connection
  
therewith.
  
In addition,
  
the Securities
  
Administrator shall indemnify and hold

harmless the Depositor and each of its
  
respective
  
officers,
  
directors and
  
affiliates
  
from and against

any losses,
  
damages,
  
penalties,
  
fines,
  
forfeitures,
  
reasonable
  
and necessary
  
legal fees and related

costs,
  
judgments
  
and other costs and expenses
  
arising out of or based upon (i) any untrue
  
statement or

alleged
  
untrue
  
statement
  
of any
  
material
  
fact
  
contained
  
in any
  
Back-Up
  
Certification,
  
any Annual

Statement of
  
Compliance,
  
any
  
Assessment
  
of
  
Compliance or any
  
Additional
  
Disclosure
  
provided by the

Securities
  
Administrator
  
on its
  
behalf
  
pursuant
  
to
  
Section
  
3.09,
  
3.10
  
or
  
3.11
  
(the
  
“Securities

Administrator
  
Information”),
  
or (ii) any omission or alleged
  
omission to state
  
therein a material fact

required to be stated therein or necessary to make the statements
  
therein,
  
in light of the circumstances

in which they were made, not misleading;
  
provided, by way of clarification,
  
that this paragraph shall be

construed
  
solely
  
by
  
reference
  
to the
  
Securities
  
Administrator
  
Information
  
and
  
not
  
to
  
any
  
other

information
  
communicated
  
in connection with the
  
Certificates,
  
without regard to whether the Securities

Administrator
  
Information
  
or any portion
  
thereof is presented
  
together
  
with or
  
separately
  
from such

other information.

         
The Depositor
  
shall
  
indemnify and hold harmless the
  
Securities
  
Administrator
  
and each of its

officers,
  
directors and affiliates from and against any losses, damages,
  
penalties,
  
fines, forfeitures,

reasonable
  
and necessary
  
legal fees and related
  
costs,
  
judgments and other costs and expenses
  
arising

out of or based upon a breach of the
  
obligations of the Depositor
  
under Sections 3.09,
  
3.10 and 3.11 or

the Depositor’s
  
negligence,
  
bad faith or willful misconduct in connection
  
therewith.
  
In addition,
  
the

Depositor
  
shall
  
indemnify
  
and hold harmless the
  
Securities
  
Administrator
  
and each of its
  
respective

officers,
  
directors and affiliates from and against any losses, damages,
  
penalties,
  
fines, forfeitures,

reasonable
  
and necessary
  
legal fees and related
  
costs,
  
judgments and other costs and expenses
  
arising

out of or based upon (i) any untrue
  
statement or alleged untrue
  
statement of any material fact contained

in any
  
Additional
  
Disclosure
  
provided by the
  
Depositor
  
that is required to be filed
  
pursuant to this

Section 3.11 (the “Depositor
  
Information”),
  
or (ii) any omission or alleged
  
omission to state therein a

material fact required to be stated therein or necessary to make
the statements
  
therein,
  
in light of the

circumstances
  
in which they were made,
  
not
  
misleading;
  
provided,
  
by way of
  
clarification,
  
that this

paragraph
  
shall be
  
construed
  
solely by reference to the
  
Depositor
  
Information
  
that is required to be

filed and not to any other information
  
communicated in connection with the
  
Certificates,
  
without regard

to whether the
  
Depositor
  
Information
  
or any portion
  
thereof is presented
  
together
  
with or separately

from such other information.

         
If the
  
indemnification
  
provided for herein is unavailable or
  
insufficient to hold harmless the

Depositor or the Securities
  
Administrator,
  
as applicable,
  
then the defaulting party, in connection with

any conduct for which it is providing
  
indemnification
  
under this Section
  
3.11(b),
  
agrees that it shall

contribute to the amount paid or payable by the other parties as a
result of the losses,
  
claims,
  
damages

or liabilities
  
of the other party in such
  
proportion as is appropriate to reflect the relative fault and

the relative benefit of the respective parties.

         
The
  
indemnification
  
provisions set forth in this Section
  
3.11(b) shall survive the termination

of this Agreement or the termination of any party to this
Agreement.

         
(c)
      
Failure of the
  
Securities
  
Administrator
  
to comply with this Section
  
3.11
  
(including

with respect to the
  
timeframes
  
required in this Section)
  
which
  
failure
  
results in a failure to timely

file the related Form 10-K,
  
shall,
  
upon written notice from the Trustee at the written
  
direction of the

Depositor,
  
constitute
  
a default and the Trustee at the written
  
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 of

the rights
  
and
  
obligations
  
of the
  
Securities
  
Administrator
  
under
  
this
  
Agreement
  
and in and to the

Underlying
  
Certificates and the proceeds thereof without
  
compensating the Securities
  
Administrator
  
for

the same (but subject to the Securities
  
Administrator’s
  
right to
  
reimbursement of all amounts for which

it is entitled to be reimbursed
  
prior to the date of
  
termination).
  
This paragraph
  
shall
  
supersede any

other
  
provision
  
in this
  
Agreement
  
or any other
  
agreement
  
to the
  
contrary.
  
In
  
connection
  
with the

termination
  
of the
  
Securities
  
Administrator
  
pursuant to this
  
Section
  
3.11(c),
  
the Trustee
  
shall be

entitled to
  
reimbursement
  
of all costs and expenses
  
associated with such
  
termination.
  
Notwithstanding

anything
  
to the
  
contrary
  
in this
  
Agreement,
  
no default
  
by the
  
Securities
  
Administrator
  
shall have

occurred with respect to any failure to properly
  
prepare,
  
execute
  
and/or timely file any report on Form

8-K,
  
Form 10-D or Form 10-K,
  
any Form 15 or Form
  
12b-25 or any
  
amendments
  
to Form 8-K,
  
10-D or 10-K,

where such
  
failure
  
results from the
  
Securities
  
Administrator’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 any such
  
report,
  
Form or
  
amendment,
  
and does not
  
result
  
from its own
  
negligence,
  
bad faith or

willful misconduct.

         
(d)
      
This Section 3.11 may be amended
  
without the consent of the
  
Certificateholders
  
or the

Certificate Insurer.

         
(e)
       
Any report,
  
notice or notification to be delivered by the Securities
  
Administrator
  
to

the
  
Depositor
  
pursuant to this Section 3.11,
  
may be delivered via email to
  
RegABNotifications@bear.com

or, in the case of a notification, telephonically by calling Reg AB
Compliance Manager at 212-272-7525.

Section 3.12.
      
The Policy.

         
(a)
  
On
  
or
  
prior
  
to
  
the
  
Closing
  
Date,
  
the
  
Securities
  
Administrator
  
shall
  
cause
  
to
  
be

established
  
and
  
maintained
  
the
  
Policy
  
Account,
   
into
  
which
  
amounts
   
received
  
by
  
the
  
Securities

Administrator
  
pursuant to the Policy shall be
  
deposited
  
for the benefit of the Group V, Group VI, Group

VII, Group VIII or Group IX
  
Certificates,
  
as applicable.
  
The Policy Account may be a sub-account of the

Certificate
  
Account.
  
Amounts on deposit in the Policy
  
Account
  
shall not be
  
invested
  
and shall not be

held in an interest-bearing account.

         
(b)
  
As soon as
  
possible,
  
and in no event later than 12:00 noon New York time on the second

Business Day immediately
  
preceding any Distribution Date, the Securities
  
Administrator shall furnish the

Certificate
  
Insurer with a completed
  
Notice in the form set forth as Exhibit A to the Endorsement to the

Policy in the event that the Available Funds for a Certificate
  
Group of the Insured
  
Certificates
  
(other

than any amounts in respect of Insured
  
Amounts) are
  
insufficient to pay Current Interest with respect to

the Group V,
  
Group VI,
  
Group VII,
  
Group VIII or Group IX
  
Certificateholders,
  
as
  
applicable,
  
on such

Distribution Date; provided,
  
however,
  
that if such Distribution Date is the Final Distribution Date, the

Notice shall also include the outstanding
  
Current
  
Principal Amounts of the Group V, Group VI, Group VII,

Group VIII or Group IX
  
Certificates,
  
after
  
giving
  
effect to all
  
payments of principal on the Group V,

Group VI, Group VII,
  
Group VIII or Group IX
  
Certificates
  
on such Final
  
Distribution
  
Date,
  
other than

pursuant to the Policy.
  
The Notice
  
shall
  
specify the amount of Insured
  
Amounts and shall
  
constitute a

claim for an Insured Amount pursuant to the Policy.

         
(c)
  
Upon receipt of an Insured
  
Amount in
  
accordance 
 
with the Policy from the
  
Certificate

Insurer on behalf of the Holders of the Insured Certificates,
  
the Securities
  
Administrator shall deposit

such
  
Insured
  
Amount into the Policy
  
Account.
  
On or prior to each
  
Distribution
  
Date,
  
the
  
Securities

Administrator
  
shall
  
transfer
  
amounts on deposit in the Policy
  
Account to the
  
Certificate
  
Account and

shall distribute such Insured Amounts pursuant to Section 3.05.

         
The
  
Securities
  
Administrator
  
shall
  
include
  
on each
  
Distribution
  
Date any
  
Insured
  
Amounts

received
  
by it from or on behalf of the
  
Certificate
  
Insurer
  
for such
  
Distribution
  
Date in the amount

distributed to the Holders of the Insured
  
Certificates
  
pursuant to Section 3.05. If on any
  
Distribution

Date the Securities
  
Administrator
  
determines that the Certificate Insurer has paid more under the
Policy

than is required by the terms thereof,
  
the Securities
  
Administrator
  
shall promptly return any excess to

the Certificate Insurer.

         
(d)
   
(i) The Securities
  
Administrator
  
shall receive as
  
attorney-in-fact
  
of the Holders of

the Insured
  
Certificates
  
any Insured Amount
  
delivered to it by the
  
Certificate
  
Insurer for payment to

such Holders and (ii) the Securities
  
Administrator
  
shall
  
distribute such Insured Amount to such Holders

as set forth in Section 3.05.
  
Insur

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