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POOLING AGREEMENT

Pooling and Servicing Agreement

POOLING AGREEMENT | Document Parties: WELLS FARGO BANK, N.A., | Bear Stearns Structured Products Inc. You are currently viewing:
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WELLS FARGO BANK, N.A., | Bear Stearns Structured Products Inc.

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Title: POOLING AGREEMENT
Governing Law: New York     Date: 11/19/2007

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Exhibit 10.1





_______________________________________________________________________________________________________________________________________

                                   STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC.,


                                                      Depositor


                                                         and


                                               WELLS FARGO BANK,
N.A.,


                                     Trustee and Group V Exchange
Trust Trustee





                                                   POOLING
AGREEMENT
                                             Dated as of October
31, 2007




                                                    $552,959,038

                                    Bear Stearns Structured
Products Inc. Trust,
                                                   Series 2007-R8
                                                      backed by
Bear Stearns ALT-A Trust II, Mortgage Pass-Through Certificates,
Series 2007-1, Bear Stearns Asset Backed Securities
I Trust 2007-AC3, Asset-Backed Certificates, Series 2007-AC3, Bear
Stearns Asset Backed Securities I Trust 2007-AC5,
                                   Asset-Backed Certificates,
Series 2007-AC5 and
   Structured Asset Mortgage Investments II Trust 2007-AR7,
Mortgage Pass-Through Certificates, Series 2007-AR7





_______________________________________________________________________________________________________________________________________





                                                 TABLE OF CONTENTS

                                                                   
                                            Page
ARTICLE I           
DEFINITIONS..................................................................................4
     Section 1.01       Defined
Terms.............................................................................4

ARTICLE II           CONVEYANCE OF THE UNDERLYING CERTIFICATES;
ORIGINAL ISSUANCE OF CERTIFICATES................27
     Section 2.01       Conveyance of the Underlying Certificates
and the Uncertificated REMIC I
                        Regular
Interest.........................................................................27
     Section 2.02       Acceptance of Trust Fund by the Trustee;
Initial Issuance of Certificates................28
     Section 2.03       Representations and Warranties of the
Depositor and the Trustee..........................29
     Section 2.04       Purposes and Powers of the
Trust.........................................................32

ARTICLE III          ADMINISTRATION OF THE UNDERLYING CERTIFICATES;
PAYMENTS AND REPORTS TO CERTIFICATEHOLDERS...33
     Section 3.01       Administration of the Trust Fund and the
Underlying Certificates.........................33
     Section 3.02       Collection of
Monies.....................................................................34
     Section 3.03       Establishment of Certificate Account;
Deposits Therein...................................34
     Section 3.04       Permitted Withdrawals From the Certificate
Account.......................................34
     Section 3.05      
Distributions............................................................................35
     Section 3.06       Statements to
Certificateholders.........................................................42
     Section 3.07       Access to Certain Documentation and
Information..........................................43
     Section 3.08       Calculation of Distribution
Amounts......................................................43
     Section 3.09       Annual Statement as to
Compliance........................................................43
     Section 3.10       Assessments of Compliance and Attestation
Reports........................................43
     Section 3.11       Reports Filed with Securities and Exchange
Commission....................................45
     Section 3.12       Establishment of Class V-A-3 Reserve
Account.............................................52
     Section 3.13       Establishment of Group V Exchange Trust
Account..........................................52

ARTICLE IV           THE
CERTIFICATES............................................................................53
     Section 4.01       The
Certificates.........................................................................53
     Section 4.02       Registration of Transfer and Exchange of
Certificates....................................54
     Section 4.03       Mutilated, Destroyed, Lost or Stolen
Certificates........................................58
     Section 4.04       Persons Deemed
Owners....................................................................58
     Section 4.05       Exchangeable
Certificates................................................................59

ARTICLE V            THE
TRUSTEE.................................................................................60
     Section 5.01       Duties of the Trustee and Group V Exchange
Trust Trustee.................................60
     Section 5.02       Certain Matters Affecting the Trustee and
Group V Exchange Trust Trustee.................62
     Section 5.03       Trustee and Group V Exchange Trust Trustee
Not Liable for Certificates or Underlying
                       
Certificates.............................................................................63
     Section 5.04       Trustee and Group V Exchange Trust Trustee
May Own Certificates..........................64
     Section 5.05       Trustee's and Group V Exchange Trust
Trustee's Fees and Expenses.........................64
     Section 5.06       Eligibility Requirements for Trustee and
Group V Exchange Trust Trustee..................64
     Section 5.07       Resignation and Removal of the Trustee and
Group V Exchange Trust Trustee................65
     Section 5.08       Successor Trustee and Successor Group V
Exchange Trust Trustee...........................66
     Section 5.09       Merger or Consolidation of Trustee or Group
V Exchange Trust Trustee.....................67
     Section 5.10       Appointment of Co-Trustee or Separate
Trustee............................................67

ARTICLE VI           THE
DEPOSITOR...............................................................................68
     Section 6.01       Liability of the
Depositor...............................................................68
     Section 6.02       Merger, Consolidation or Conversion of the
Depositor.....................................68
     Section 6.03       Limitation on Liability of the Depositor
and Others......................................69

ARTICLE VII         
TERMINATION.................................................................................69
     Section 7.01      
Termination..............................................................................69
     Section 7.02       Additional Termination
Requirements......................................................70

ARTICLE VIII         TAX
ADMINISTRATION..........................................................................71
     Section 8.01       REMIC
Administration.....................................................................71
     Section 8.02       Prohibited Transactions and
Activities...................................................74
     Section 8.03       Indemnification with respect to Certain
Taxes and Loss of REMIC Status...................74
     Section 8.04       Distributions on the Uncertificated REMIC I
Regular Interests............................75
     Section 8.05       Group V Grantor Trust
Administration.....................................................77
     Section 8.06       Group VI Exchange Trust
Administration...................................................79
     Section 8.07       Group V Exchange Trust
Administration....................................................81

ARTICLE IX           MISCELLANEOUS
PROVISIONS....................................................................85
     Section 9.01      
Amendment................................................................................85
     Section 9.02      
Counterparts.............................................................................87
     Section 9.03       Limitation on Rights of
Certificateholders...............................................87
     Section 9.04       Governing
Law............................................................................87
     Section 9.05      
Notices..................................................................................88
     Section 9.06       Severability of
Provisions...............................................................88
     Section 9.07       Successors and
Assigns...................................................................88
     Section 9.08       Article and Section
Headings.............................................................88
     Section 9.09       Notices to Rating
Agencies...............................................................88
     Section 9.10       Acts of
Certificateholders...............................................................89

Exhibit A-1          -    Form of Group I, Group II, Group III,
Group IV, Group V (other than the Class V-A-3
                          Certificates) and the Group VI
Certificates
Exhibit A-2          -    Form of Class V-A-3 Certificates
Exhibit A-3          -    Form of Class R 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            -    Form of Transferor Letter
Exhibit G            -    Form of Residual Transfer Affidavit and
Agreement
Exhibit H            -    Form of Exchange Letter

Schedule A           -    Underlying Certificates
Schedule B           -    Combination Groups





                  POOLING  AGREEMENT,  dated as of October 31,
2007, by and among  STRUCTURED  ASSET  MORTGAGE  INVESTMENTS II
INC., as
depositor (the  "Depositor")  and WELLS FARGO BANK,  N.A., as
trustee (the "Trustee") and group V exchange trust trustee (the
"Group V
Exchange Trust Trustee").

                                                        
PRELIMINARY STATEMENT

                  The Trustee on behalf of the Trust will execute
and deliver the Bear Stearns Structured  Products Inc. Trust, 
Series
2007-R8,  Class I-A-1,  Class I-A-2,  Class II-A-1,  Class II-A-2, 
Class III-A-1,  Class III-A-2,  Class IV-A-1,  Class IV-A-2,  Class
V-A-1a,  Class V-A-1b, Class V-A-1c, Class V-A-2, Class V-A-3,
Class VI-A-1a,  Class VI-A-1b,  Class VI-A-1c,  Class VI-A-2 and
Class R
Certificates  representing in the aggregate the entire beneficial 
ownership the Trust (as defined herein), the primary assets of
which
are the Underlying Certificates (as defined herein).  The Depositor
intends to sell some or all of the Certificates.

                                                               
REMIC I

                  As provided  herein,  the  Trustee  will elect to
treat the  segregated  pool of assets  contained  in the Trust Fund
consisting  of the  Underlying  Certificates  (other  than the 
Underlying  Group V  Certificates)  as a REMIC for  federal  income
tax
purposes,  designated  as "REMIC I". For  purposes of the REMIC 
Provisions,  Component I of the Class R  Certificates  will 
represent
ownership of the sole class of "residual  interests"  in REMIC I. 
Component I of the Class R  Certificates  will not bear  interest
or
have a principal  amount.  The following  table  irrevocably  sets
forth the  designation,  the  Uncertificated  Pass-Through  Rate
(as
defined herein) and the initial  Uncertificated  Principal Balance
(as defined herein) for each of the  Uncertificated  REMIC I
Regular
Interests (as defined  herein),  which are hereby  designated as
the "regular  interests" in REMIC I. Solely for purposes of
satisfying
Treasury  regulation section  1.860G-1(a)(4)(iii),  the
Distribution Date immediately  following the latest scheduled
maturity date for
the Underlying  Certificates  (other than the Underlying  Group V
Certificates)  has been designated as the "latest  possible 
maturity
date" for each of the Uncertificated REMIC I Regular Interests.


                                      Uncertificated Pass-Through
               Designation                        Rate             
  Initial Uncertificated Principal Balance

            
__________________________________________________________________________________________________
                  I-A-1                           (1)              
                $118,996,690
                  I-A-2                           (1)              
                 $13,575,578
                 II-A-1                           (1)              
                 $41,942,285
                 II-A-2                           (1)              
                 $4,921,221
                 III-A-1                          (1)              
                 $53,951,748
                 III-A-2                          (1)              
                 $9,863,896
                 IV-A-1                           (1)              
                $102,986,630
                 IV-A-2                           (1)              
                 $18,174,642
                 VI-A-1a                          (1)              
                 $90,145,282
                  VI-A-2                          (1)              
                 $3,006,766
                 VI-A-1c                          (1)              
                 $3,006,766
                 VI-A-2                           (1)              
                 $12,027,062
________________
(1)  Each Class of the  Uncertificated  REMIC I Regular Interests
will bear interest at the  Uncertificated  Pass-Through Rate for
     that Class, as described in the definition of Uncertificated
Pass-Through Rate in Section 1.01.

                                                              
REMIC II

         As provided  herein,  the Trustee will elect to treat the 
segregated  pool of assets  contained in the Trust Fund  consisting
of the Uncertificated  REMIC I Regular Interests as a REMIC for
federal income tax purposes,  designated as "REMIC II". For
purposes of
the REMIC Provisions,  Component II of the Class R Certificates
will represent  ownership of the sole class of "residual 
interests" in
REMIC II. Component II of the Class R Certificates will not bear
interest or have a principal  amount.  The following table
irrevocably
sets forth the designation,  the Pass-Through Rates (as defined
herein) and the initial principal amount for REMIC II Regular
Interests
VI-AE-8, VI-AE-9, VI-AE-10, and VI-AE-11 and each Class of
Certificates that represent ownership of "regular interests" in
REMIC II (the
"REMIC II Regular Interests"). Solely for purposes of satisfying
Treasury regulation section 1.860G-1(a)(4)(iii), the Distribution
Date
immediately  following  the  latest  scheduled  maturity  date for
the  Underlying  Certificates  (other  than the  Underlying  Group
V
Certificates) has been designated as the "latest possible maturity
date" for each Class of the REMIC II Regular Interests.

            
Designation                     Pass-Through Rate                 
Initial Principal Amount

       
________________________________________________________________________________________________
            Class I-A-1                            (1)             
                 $118,996,690
            Class I-A-2                            (1)             
                 $13,575,578
            Class II-A-1                           (1)             
                 $41,942,285
            Class II-A-2                           (1)             
                  $4,921,221
           Class III-A-1                           (1)             
                 $53,951,748
           Class III-A-2                           (1)             
                  $9,863,896
            Class IV-A-1                           (1)             
                 $102,986,630
            Class IV-A-2                           (1)             
                 $18,174,642
            Class VI-A-2                           (1)             
                 $12,027,062
           Class VI-AE-4                           (1)             
                 $90,145,282
           Class VI-AE-5                           (1)             
                     (3)
              VI-AE-8                              (2)             
                  $3,006,766
              VI-AE-9                              (2)             
                     (4)
              VI-AE-10                             (2)             
                  $3,006,766
              VI-AE-11                             (2)             
                     (4)

________________
(1)      This Class  of  the  REMIC II Regular  Interests  will
bear  interest at the related  Pass-Through  Rate as  described  in
the
definition of Pass-Through Rate in Section 1.01.

(2)      This Class of the REMIC II Regular Interests will bear
interest at an interest rate equal to the Pass-Through Rate on the
Class
of Certificates bearing the same designation.

(3)      The Class  VI-AE-5  Certificates  will not have a
principal  amount but will bear  interest on a notional  amount
equal to the
Uncertificated Principal Balance of Uncertificated REMIC I Regular
Interest VI-A-1a.

(4)      The Class  VI-AE-9  Certificates  will not have a
principal  amount but will bear  interest on a notional  amount
equal to the
Uncertificated Principal Balance of the Uncertificated REMIC I
Regular Interest VI-A-1b.

(5)      The Class  VI-AE-11  Certificates  will not have a
principal  amount but will bear interest on a notional  amount
equal to the
Uncertificated Principal Balance of the Uncertificated REMIC I
Regular Interest VI-A-1c.

                                                         GROUP V
GRANTOR TRUST

         As provided  herein,  the  Depositor  intends to treat the
 segregated  pool of assets  consisting of the  Underlying  Group V
Certificates  (the "Group V Grantor  Trust") as a grantor trust for
federal income tax purposes.  The Group V-A-1,  Class V-A-2,  Class
V-A-3, Class V-A-4, Class V-A-7 and Class V-A-8 Certificates (the
"Group V Grantor Trust Certificates") represent the entire
beneficial
ownership of the Group V Grantor Trust.
                                                        GROUP V
EXCHANGE TRUST

         As provided  herein,  the Depositor  intends to treat the
Group V Exchange Trust (as defined  herein) as  a partnership among
the Holders of the Class V-AE-5, Class V-AE-6, Class V-AE-9, Class
V-AE-10,  Class V-AE-11 and Class V-AE-12  Certicicates,  if any
(the
"Partnership  Certificates") if, for federal income tax purposes,
the Group V Exchange Trust is considered to have more than one
owner,
or if, for federal income tax purposes,  the Group V Exchange Trust
is considered to have a single owner, as a division that is ignored
as an entity separate from such owner.
                                                        GROUP VI
EXCHANGE TRUST

         As provided  herein,  the  Depositor  intends to treat the
Group VI Exchange  Trust (as defined  herein) as a grantor trust
for
federal income tax purposes.  The Class VI-A-1,  Class VI-AE-3, 
Class VI-AE-6,  Class  VI-AE-7,  Class VI-AE-8,  Class VI-AE-9, 
Class
VI-AE-10 and Class VI-AE-11 Certificates (the "Group VI Exchange
Certificates") outstanding on any date represent the entire
beneficial
ownership of the Group VI Exchange Trust.

         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,  and for other valuable 
consideration,  the
receipt and sufficiency of which are hereby acknowledged, the
Depositor and the Trustee 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:

                  Accounts:  The Certificate  Account,  the Group V
Exchange Trust Account or the Class V-A-3 Reserve  Account,  as the
context may require.

                  Additional Class A-1 Interest Amount:  The
meaning set forth in the Underlying BSABS 2007-AC3 Agreement.

                  Adverse REMIC Event:  The meaning assigned in
Section 8.01(f).

                  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.

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

                  Available  Funds:  With respect to each 
Certificate  Group, as of any date of  determination,  the
aggregate  amount
received with respect to the related Underlying Certificates that
is 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 clause (ii) 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  Bank of New York
is
closed or on which banking  institutions  in New York or in any
city in which the Corporate  Trust Office of the Trustee is located
are
authorized or obligated by law or executive order to close.

                  Certificate:  Any Class I-A-1, Class I-A-2, Class
II-A-1, Class II-A-2, Class III-A-1,  Class III-A-2,  Class IV-A-1,
Class IV-A-2, Class V-A-1a, Class V-A-1b, Class V-A-1c, Class
V-A-2, Class V-A-3, Class VI-A-1a,  Class VI-A-1b,  Class VI-A-1c, 
Class
VI-A-2 and Class R Certificates and any Exchanged  Certificates as
executed  hereunder by the Trustee and  authenticated  and
delivered
hereunder by the Certificate Registrar, substantially in the form
of Exhibit A-1, Exhibit A-2 or Exhibit A-3 hereto.

                  Certificate  Account:  The trust  account or 
accounts,  which shall at all times be Eligible  Accounts,  created
and
maintained  by the Trustee 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 or Group VI Certificates, as
applicable.

                  Certificate  Owner: Any Person who is the
beneficial owner of a Certificate  registered in the name of the
Depository
or its  nominee.  Any  reference  herein to a  "beneficial 
interest"  in a security  also shall  mean,  unless the  context 
otherwise
requires,  a security  entitlement  with respect to such  security,
 and any reference  herein to a "beneficial  owner" or  "beneficial
holder" of a security also shall mean,  unless the context 
otherwise  requires,  the holder of a security  entitlement with
respect to
such security.

                  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 Trustee and 
authenticated  and
delivered hereunder by the Certificate Registrar, substantially in
the form of Exhibit A-1 hereto.

                  Class I-A-2  Certificate:  Any Class I-A-2 
Certificate as executed  hereunder by the Trustee and 
authenticated  and
delivered hereunder by the Certificate Registrar, substantially in
the form of Exhibit A-1 hereto.

                  Class I-A-2 Principal  Distribution Amount: An
amount equal to (A) with respect to any Distribution Date on which
the
aggregate  stated  principal  balance of the related  underlying 
mortgage  loans as of the beginning of the related due period is
less
than 50% of the aggregate  stated  principal  balance of the
related  underlying  mortgage loans as of the related  underlying 
cut-off
date, (i) prior to the  Distribution  Date in September 2010 and if
the Current  Principal  Amount of the Class I-A-1  Certificates  is
greater than zero, 50% of the Class I-A-2 Pro-rata Share of 
Unscheduled  Principal for Group I as of such  Distribution  Date
and (ii)
on and after the Distribution  Date in September 2010 or if the
Current  Principal Amount of the Class I-A-1  Certificates is zero,
the
Class I-A-2 Pro-rata Share of Unscheduled  Principal for Group I as
of such Distribution  Date, or (B) with respect to any Distribution
Date on which the aggregate stated principal  balance of the
related  underlying  mortgage loans as of the beginning of the
related due
period is at least 50% of the original  aggregate stated principal
balance of the related  underlying  mortgage loans as of the
related
underlying cut-off date and the Current Principal Amount of the
Class I-A-1 Certificates is greater than zero, $0.

                  Class I-A-2 Pro-rata Share: With respect to any
Distribution Date, a fraction,  the numerator of which is the
Current
Principal Amount of the Class I-A-2  Certificates as of such 
Distribution  Date and the denominator of which is the aggregate 
Current
Principal Amounts of the Class I-A-1 Certificates and the Class
I-A-2 Certificates as of such Distribution Date.

                  Class II-A-1  Certificate:  Any Class II-A-1 
Certificate as executed  hereunder by the Trustee and authenticated
and
delivered hereunder by the Certificate Registrar, substantially in
the form of Exhibit A-1 hereto.

                  Class II-A-2  Certificate:  Any Class II-A-2 
Certificate as executed  hereunder by the Trustee and authenticated
and
delivered hereunder by the Certificate Registrar, substantially in
the form of Exhibit A-1 hereto.

                  Class II-A-2 Principal  Distribution  Amount:  An
amount equal to (A) with respect to any Distribution  Date on which
the aggregate stated principal balance of the related  underlying 
mortgage loans as of the beginning of the related due period is
less
than 50% of the original  aggregate  stated principal  balance of
the related  underlying  mortgage loans as of the related 
underlying
cut-off  date,  (i)  prior to the  Distribution  Date in  September
 2010 and if the  Current  Principal  Amount  of the  Class  II-A-1
Certificates  is  greater  than  zero,  50% of the  Class  II-A-2 
Pro-rata  Share of  Unscheduled  Principal  for  Group II as of
such
Distribution  Date and (ii) on and after the  Distribution  Date in
 September  2010 or if the  Current  Principal  Amount of the Class
II-A-1  Certificates is zero, the Class II-A-2 Pro-rata Share of
Unscheduled  Principal for Group II as of such  Distribution  Date,
or
(B) with respect to any Distribution Date on which the aggregate
stated principal balance of the related  underlying  mortgage loans
as
of the  beginning  of the  related  due period is at least 50% of
the  original  aggregate  stated  principal  balance  of the 
related
underlying  mortgage loans as of the related underlying cut-off
date and the Current Principal Amount of the Class II-A-1 
Certificates
is greater than zero, $0.

                  Class II-A-2  Pro-rata  Share:  With respect to
any  Distribution  Date,  a fraction,  the  numerator of which is
the
Current  Principal Amount of the Class II-A-2  Certificates as of
such  Distribution Date and the denominator of which is the
aggregate
Current Principal Amounts of the Class II-A-1 Certificates and the
Class II-A-2 Certificates as of such Distribution Date.

                  Class III-A-1  Certificate:  Any Class III-A-1
Certificate as executed hereunder by the Trustee and authenticated
and
delivered hereunder by the Certificate Registrar, substantially in
the form of Exhibit A-1 hereto.

                  Class III-A-2  Certificate:  Any Class III-A-2
Certificate as executed hereunder by the Trustee and authenticated
and
delivered hereunder by the Certificate Registrar, substantially in
the form of Exhibit A-1 hereto.

                  Class III-A-2  Principal  Distribution  Amount:
An amount equal to (A) with respect to any Distribution Date on
which
the aggregate stated principal balance of the related  underlying 
mortgage loans as of the beginning of the related due period is
less
than 50% of the original  aggregate  stated principal  balance of
the related  underlying  mortgage loans as of the related 
underlying
cut-off  date,  (i) prior to the  Distribution  Date in  September 
2010 and if the  Current  Principal  Amount  of the  Class  III-A-1
Certificates  is  greater  than  zero,  50% of the Class  III-A-2 
Pro-rata  Share of  Unscheduled  Principal  for Group III as of
such
Distribution  Date and (ii) on and after the  Distribution  Date in
 September  2010 or if the  Current  Principal  Amount of the Class
III-A-1  Certificates is zero, the Class III-A-2 Pro-rata Share of
Unscheduled  Principal for Group III as of such  Distribution 
Date,
or (B) with respect to any Distribution Date on which the aggregate
stated principal balance of the related  underlying  mortgage loans
as of the  beginning  of the related  due period is at least 50% of
the  original  aggregate  stated  principal  balance of the related
underlying  mortgage loans as of the related underlying cut-off
date and the Current Principal Amount of the Class III-A-1 
Certificate
is greater than zero, $0.

                  Class  III-A-2  Pro-rata  Share:  With respect to
any  Distribution  Date, a fraction,  the numerator of which is the
Current  Principal Amount of the Class III-A-2  Certificates as of
such Distribution Date and the denominator of which is the
aggregate
Current Principal Amounts of the Class III-A-1 Certificates and the
Class III-A-2 Certificates as of such Distribution Date.

                  Class IV-A-1  Certificate:  Any Class IV-A-1 
Certificate as executed  hereunder by the Trustee and authenticated
and
delivered hereunder by the Certificate Registrar, substantially in
the form of Exhibit A-1 hereto.

                  Class IV-A-2  Certificate:  Any Class IV-A-2 
Certificate as executed  hereunder by the Trustee and authenticated
and
delivered hereunder by the Certificate Registrar, substantially in
the form of Exhibit A-1 hereto.

                  Class IV-A-2 Principal  Distribution  Amount:  An
amount equal to (A) with respect to any Distribution  Date on which
the aggregate stated  principal  balance of the related  underlying
 mortgage loans in sub-loan group I and sub-loan group II as of the
beginning of the related due period is less than 50% of the 
original  aggregate  stated  principal  balance of the related 
underlying
mortgage  loans in sub-loan  group I and sub-loan group II as of
the related  underlying  cut-off date,  (i) prior to the 
Distribution
Date in October 2010 and if the Current  Principal  Amount of the
Class  IV-A-1  Certificates  is greater  than zero,  50% of the
Class
IV-A-2 Pro-rata Share of Unscheduled  Principal for Group IV as of
such  Distribution  Date and (ii) on and after the Distribution
Date
in October 2010 or if the Current  Principal  Amount of the Class
IV-A-1  Certificates  is zero,  the Class  IV-A-2  Pro-rata  Share
of
Unscheduled  Principal for Group IV as of such  Distribution  Date,
or (B) with respect to any Distribution Date on which the aggregate
stated  principal  balance of the related  underlying  mortgage 
loans in sub-loan group I and sub-loan group II as of the beginning
of
the related due period is at least 50% of the original aggregate
stated principal balance of the related  underlying  mortgage loans
in
sub-loan group I and sub-loan group II as of the related 
underlying  cut-off date and the Current Principal Amount of the
Class IV-A-1
Certificates is greater than zero, $0.

                  Class IV-A-2  Pro-rata  Share:  With respect to
any  Distribution  Date,  a fraction,  the  numerator of which is
the
Current  Principal Amount of the Class IV-A-2  Certificates as of
such  Distribution Date and the denominator of which is the
aggregate
Current Principal Amounts of the Class IV-A-1 Certificates and the
Class IV-A-2 Certificates as of such Distribution Date.

                  Class V-A-1 Certificates:  Each of the Class
V-A-1a, Class V-A-1b and Class V-A-1c Certificates.

                  Class V-A-1a  Certificate:  Any Class V-A-1a 
Certificate as executed  hereunder by the Trustee and authenticated
and
delivered hereunder by the Certificate Registrar, substantially in
the form of Exhibit A-1 hereto.

                  Class V-A-1a Interest Carryover  Shortfall
Amount:  With respect to any Distribution Date, an amount equal to
the sum
of (a) any  outstanding  unpaid  Class  V-A-1a  Interest 
Distribution  Amount  owed to the Class  V-A-1a  Certificateholders
 from the
preceding  Distribution  Date and (b) interest on such outstanding 
unpaid interest amount at the related  Pass-Through  Rate from such
preceding Distribution Date to but not including such current
Distribution Date.

                  Class V-A-1a Interest  Distribution  Amount: With
respect to any Distribution Date, an amount equal to the sum of (i)
the Class V-A-1a Monthly Interest Amount for such Distribution Date
and (ii) the Class V-A-1a Interest  Carryover  Shortfall Amount for
such Distribution Date.

                  Class  V-A-1a  Monthly  Interest  Amount:  With 
respect to any  Distribution  Date,  an amount equal to the
interest
accrued on the Class V-A-1a Certificates at the related
Pass-Through-Rate for the applicable Interest Accrual Period.

                  Class V-A-1a Monthly Principal Amount:  With
respect to any Distribution  Date, an amount equal to the sum of
(a) the
Class V-A-1a  Percentage of the amounts in respect of principal 
received on the Underlying Group V Certificates for such 
Distribution
Date and (b) the Class V-A-1a Percentage of Realized Losses
allocated to the Underlying Group V Certificates for such
Distribution Date.

                  Class V-A-1a Percentage:  With respect to each
Distribution Date is 78.203390%.

                  Class V-A-1a Principal  Carryover  Shortfall
Amount:  With respect to any Distribution  Date, any outstanding 
unpaid
Class V-A-1a Principal Distribution Amount from the immediately
preceding Distribution Date.

                  Class V-A-1a Principal  Distribution  Amount: 
With respect to any  Distribution  Date, an amount equal to the sum
of
(i) the Class V-A-1a Monthly  Principal  Amount for such 
Distribution  Date and (ii) the Class V-A-1a  Principal  Carryover 
Shortfall
Amount for such Distribution Date.

                  Class V-A-1b  Certificate:  Any Class V-A-1b 
Certificate as executed  hereunder by the Trustee and authenticated
and
delivered hereunder by the Certificate Registrar, substantially in
the form of Exhibit A-1 hereto.

                  Class V-A-1b Interest Carryover  Shortfall
Amount:  With respect to any Distribution Date, an amount equal to
the sum
of (a) any  outstanding  unpaid  Class  V-A-1b  Interest 
Distribution  Amount  owed to the Class  V-A-1b  Certificateholders
 from the
preceding  Distribution  Date and (b) interest on such outstanding 
unpaid interest amount at the related  Pass-Through  Rate from such
preceding Distribution Date to but not including such current
Distribution Date.

                  Class V-A-1b Interest  Distribution  Amount: With
respect to any Distribution Date, an amount equal to the sum of (i)
the Class V-A-1b Monthly Interest Amount for such Distribution Date
and (ii) the Class V-A-1b Interest  Carryover  Shortfall Amount for
such Distribution Date.

                  Class  V-A-1b  Monthly  Interest  Amount:  With 
respect to any  Distribution  Date,  an amount equal to the
interest
accrued on the Class V-A-1b Certificates at the related
Pass-Through Rate for the applicable Interest Accrual Period.

                  Class V-A-1b Monthly Principal Amount:  With
respect to any Distribution  Date, an amount equal to the sum of
(a) the
Class V-A-1b  Percentage of the amounts in respect of principal 
received on the Underlying Group V Certificates for such 
Distribution
Date and (b) the Class V-A-1b Percentage of Realized Losses
allocated to the Underlying Group V Certificates for such
Distribution Date.

                  Class V-A-1b Percentage:  With respect to each
Distribution Date is 3.632769%.

                  Class V-A-1b Principal  Carryover  Shortfall
Amount:  With respect to any Distribution  Date, any outstanding 
unpaid
Class V-A-1b Principal Distribution Amount from the immediately
preceding Distribution Date.

                  Class V-A-1b Principal  Distribution  Amount: 
With respect to any  Distribution  Date, an amount equal to the sum
of
(i) the Class V-A-1b Monthly  Principal  Amount for such 
Distribution  Date and (ii) the Class V-A-1b  Principal  Carryover 
Shortfall
Amount for such Distribution Date.

                  Class V-A-1c  Certificate:  Any Class V-A-1c 
Certificate as executed  hereunder by the Trustee and authenticated
and
delivered hereunder by the Certificate Registrar, substantially in
the form of Exhibit A-1 hereto.

                  Class V-A-1c Interest Carryover  Shortfall
Amount:  With respect to any Distribution Date, an amount equal to
the sum
of (a) any  outstanding  unpaid  Class  V-A-1c  Interest 
Distribution  Amount  owed to the Class  V-A-1c  Certificateholders
 from the
preceding  Distribution  Date and (b) interest on such outstanding 
unpaid interest amount at the related  Pass-Through  Rate from such
preceding Distribution Date to but not including such current
Distribution Date.

                  Class V-A-1c Interest  Distribution  Amount: With
respect to any Distribution Date, an amount equal to the sum of (i)
the Class V-A-1c Monthly Interest Amount for such Distribution Date
and (ii) the Class V-A-1c Interest  Carryover  Shortfall Amount for
such Distribution Date.

                  Class  V-A-1c  Monthly  Interest  Amount:  With 
respect to any  Distribution  Date,  an amount equal to the
interest
accrued on the Class V-A-1c Certificates at the related
Pass-Through Rate for the applicable Interest Accrual Period.

                  Class V-A-1c Monthly Principal Amount:  With
respect to any Distribution  Date, an amount equal to the sum of
(a) the
Class V-A-1c  Percentage of the amounts in respect of principal 
received on the Underlying Group V Certificates for such 
Distribution
Date and (b) the Class V-A-1c Percentage of Realized Losses
allocated to the Underlying Group V Certificates for such
Distribution Date.

                  Class V-A-1c Percentage:  With respect to each
Distribution Date is 3.632769%.

                  Class V-A-1c Principal  Carryover  Shortfall
Amount:  With respect to any Distribution  Date, any outstanding 
unpaid
Class V-A-1c Principal Distribution Amount from the immediately
preceding Distribution Date.

                  Class V-A-1c Principal  Distribution  Amount: 
With respect to any  Distribution  Date, an amount equal to the sum
of
(i) the Class V-A-1c Monthly  Principal  Amount for such 
Distribution  Date and (ii) the Class V-A-1c  Principal  Carryover 
Shortfall
Amount for such Distribution Date.

                  Class V-A-2  Certificate:  Any Class V-A-2 
Certificate as executed  hereunder by the Trustee and 
authenticated  and
delivered hereunder by the Certificate Registrar, substantially in
the form of Exhibit A-1 hereto.

                  Class  V-A-2  Interest  Carryover  Shortfall 
Amount:  With  respect  to any  Distribution  Date,  the sum of (a)
any
outstanding  unpaid  Class  V-A-2  Interest  Distribution  Amount 
owed  to the  Class  V-A-2  Certificateholders  from  the 
preceding
Distribution  Date and (b) interest on such  outstanding  unpaid
interest amount at the related  Pass-Through  Rate from such
preceding
Distribution Date to but not including such current Distribution
Date.

                  Class V-A-2 Interest  Distribution  Amount:  With
respect to any Distribution Date, an amount equal to the sum of (i)
the Class V-A-2 Monthly Interest Amount for such  Distribution 
Date and (ii) the Class V-A-2 Interest  Carryover  Shortfall Amount
for
such Distribution Date.

                  Class V-A-2 Monthly Interest Amount:  With
respect to any Distribution  Date, an amount equal to the interest
accrued
on the Class V-A-2 Certificates at the related Pass-Through Rate
for the applicable Interest Accrual Period.

                  Class V-A-2 Monthly  Principal Amount:  With
respect to any Distribution  Date, an amount equal to the sum of
(a) the
Class V-A-2 Percentage of the amounts in respect of principal 
received on the Underlying  Group V Certificates  for such 
Distribution
Date and (b) the Class V-A-2  Percentage of Realized Losses (as
defined in the Underlying  BSABS 2007-AC3  Agreement)  allocated to
the
Underlying Group V Certificates for such Distribution Date.

                  Class V-A-2 Percentage:  With respect to each
Distribution Date is 14.531072%.

                  Class V-A-2 Principal  Carryover  Shortfall 
Amount:  With respect to any  Distribution  Date, an amount equal
to any
outstanding unpaid Class V-A-2 Principal Distribution Amount from
the immediately preceding Distribution Date.

                  Class V-A-2 Principal  Distribution  Amount: With
respect to any Distribution Date, an amount equal to the sum of (i)
the Class V-A-2 Monthly Principal Amount for such Distribution Date
and (ii) the Class V-A-2 Principal  Carryover  Shortfall Amount for
such Distribution Date.

                  Class V-A-3  Certificate:  Any Class V-A-3 
Certificate as executed  hereunder by the Trustee and 
authenticated  and
delivered hereunder by the Certificate Registrar, substantially in
the form of Exhibit A-2 hereto.

                  Class V-A-3 Reserve  Account:  The account 
established  and  maintained by the Trustee with the Trustee 
pursuant to
Section 3.12 hereof.

                  Class V-AE-4  Certificate:  Any Class V-AE-4 
Certificate as executed  hereunder by the Trustee and authenticated
and
delivered  hereunder by the Certificate  Registrar,  substantially
in the form of Exhibit A-1 hereto,  with a Pass-Through  Rate as
set
forth on Schedule B hereto.

                  Class V-AE-5  Certificate:  Any Class V-AE-5 
Certificate as executed hereunder by the Group V Exchange Trust
Trustee
and  authenticated  and delivered  hereunder by the  Certificate 
Registrar,  substantially  in the form of Exhibit A-1 hereto,  with
a
Pass-Through Rate as set forth on Schedule B hereto.

                  Class V-AE-6  Certificate:  Any Class V-AE-6 
Certificate as executed hereunder by the Group V Exchange Trust
Trustee
and  authenticated  and delivered  hereunder by the  Certificate 
Registrar,  substantially  in the form of Exhibit A-1 hereto,  with
a
Pass-Through Rate as set forth on Schedule B hereto.

                  Class V-AE-7  Certificate:  Any Class V-AE-7 
Certificate as executed  hereunder by the Trustee and authenticated
and
delivered  hereunder by the Certificate  Registrar,  substantially
in the form of Exhibit A-1 hereto,  with a Pass-Through  Rate as
set
forth on Schedule B hereto.

                  Class V-AE-8  Certificate:  Any Class V-AE-8 
Certificate as executed  hereunder by the Trustee and authenticated
and
delivered  hereunder by the Certificate  Registrar,  substantially
in the form of Exhibit A-1 hereto,  with a Pass-Through  Rate as
set
forth on Schedule B hereto.

                  Class V-AE-9  Certificate:  Any Class V-AE-9 
Certificate as executed hereunder by the Group V Exchange Trust
Trustee
and  authenticated  and delivered  hereunder by the  Certificate 
Registrar,  substantially  in the form of Exhibit A-1 hereto,  with
a
Pass-Through Rate as set forth on Schedule B hereto.

                  Class  V-AE-10  Certificate:  Any Class  V-AE-10 
Certificate  as executed  hereunder  by the Group V Exchange  Trust
Trustee and authenticated and delivered hereunder by the
Certificate  Registrar,  substantially in the form of Exhibit A-1
hereto, with
a Pass-Through Rate as set forth on Schedule B hereto.

                  Class  V-AE-11  Certificate:  Any Class  V-AE-11 
Certificate  as executed  hereunder  by the Group V Exchange  Trust
Trustee and authenticated and delivered hereunder by the
Certificate  Registrar,  substantially in the form of Exhibit A-1
hereto, with
a Pass-Through Rate as set forth on Schedule B hereto.

                  Class  V-AE-12  Certificate:  Any Class  V-AE-12 
Certificate  as executed  hereunder  by the Group V Exchange  Trust
Trustee and authenticated and delivered hereunder by the
Certificate  Registrar,  substantially in the form of Exhibit A-1
hereto, with
a Pass-Through Rate as set forth on Schedule B hereto.

                  Class VI-A-1 Certificate:    Any of the Class
VI-A-1a, Class VI-A-1b and Class VI-A-1c Certificates.

                  Class VI-A-1a  Certificate:  Any Class VI-A-1a
Certificate as executed hereunder by the Trustee and authenticated
and
delivered hereunder by the Certificate Registrar, substantially in
the form of Exhibit A-1 hereto.

                  Class VI-A-1b  Certificate:  Any Class VI-A-1b
Certificate as executed hereunder by the Trustee and authenticated
and
delivered hereunder by the Certificate Registrar, substantially in
the form of Exhibit A-1 hereto.

                  Class VI-A-1c  Certificate:  Any Class VI-A-1c
Certificate as executed hereunder by the Trustee and authenticated
and
delivered hereunder by the Certificate Registrar, substantially in
the form of Exhibit A-1 hereto.

                  Class VI-A-2  Certificate:  Any Class VI-A-2 
Certificate as executed  hereunder by the Trustee and authenticated
and
delivered hereunder by the Certificate Registrar, substantially in
the form of Exhibit A-1 hereto.

                  Class VI-AE-3  Certificate:  Any Class VI-AE-3
Certificate as executed hereunder by the Trustee and authenticated
and
delivered  hereunder by the Certificate  Registrar,  substantially
in the form of Exhibit A-1 hereto,  with a Pass-Through  Rate as
set
forth on Schedule B hereto.

                  Class VI-AE-4  Certificate:  Any Class VI-AE-4
Certificate as executed hereunder by the Trustee and authenticated
and
delivered  hereunder by the Certificate  Registrar,  substantially
in the form of Exhibit A-1 hereto,  with a Pass-Through  Rate as
set
forth on Schedule B hereto.

                  Class VI-AE-5  Certificate:  Any Class VI-AE-5
Certificate as executed hereunder by the Trustee and authenticated
and
delivered  hereunder by the Certificate  Registrar,  substantially
in the form of Exhibit A-1 hereto,  with a Pass-Through  Rate as
set
forth on Schedule B hereto.

                  Class VI-AE-6  Certificate:  Any Class VI-AE-6
Certificate as executed hereunder by the Trustee and authenticated
and
delivered  hereunder by the Certificate  Registrar,  substantially
in the form of Exhibit A-1 hereto,  with a Pass-Through  Rate as
set
forth on Schedule B hereto.

                  Class VI-AE-7  Certificate:  Any Class VI-AE-7
Certificate as executed hereunder by the Trustee and authenticated
and
delivered  hereunder by the Certificate  Registrar,  substantially
in the form of Exhibit A-1 hereto,  with a Pass-Through  Rate as
set
forth on Schedule B hereto.

                  Class VI-AE-8  Certificate:  Any Class VI-AE-8
Certificate as executed hereunder by the Trustee and authenticated
and
delivered  hereunder by the Certificate  Registrar,  substantially
in the form of Exhibit A-1 hereto,  with a Pass-Through  Rate as
set
forth on Schedule B hereto.

                  Class VI-AE-9  Certificate:  Any Class VI-AE-9
Certificate as executed hereunder by the Trustee and authenticated
and
delivered  hereunder by the Certificate  Registrar,  substantially
in the form of Exhibit A-1 hereto,  with a Pass-Through  Rate as
set
forth on Schedule B hereto.

                  Class VI-AE-10  Certificate:  Any Class VI-AE-10 
Certificate as executed  hereunder by the Trustee and authenticated
and delivered  hereunder by the Certificate  Registrar, 
substantially in the form of Exhibit A-1 hereto,  with a
Pass-Through  Rate as
set forth on Schedule B hereto.

                  Class VI-AE-11  Certificate:  Any Class VI-AE-11 
Certificate as executed  hereunder by the Trustee and authenticated
and delivered  hereunder by the Certificate  Registrar, 
substantially in the form of Exhibit A-1 hereto,  with a
Pass-Through  Rate as
set forth on Schedule B hereto.

                  Class A  Certificates:  Any of the Class I-A-1, 
Class I-A-2,  Class  II-A-1,  Class  II-A-2,  Class  III-A-1, 
Class
III-A-2,  Class IV-A-1,  Class IV-A-2,  Class V-A-1a,  Class
V-A-1b,  Class V-A-1c,  Class V-A-2, Class VI-A-1a,  Class VI-A-1b,
 Class
VI-A-1c and Class VI-A-2 Certificates.

                  Class R  Certificate:  Any  Certificate 
designated as a "Class R  Certificate"  on the face thereof,  in
the form of
Exhibit A-3 hereto.  Component I of the Class R  Certificates  is
designated  as the sole class of "residual  interests" in REMIC I
and
Component  II of the Class R  Certificates  is  designated  as the
sole class of "residual  interests"  in REMIC II for purposes of
the
REMIC Provisions.

                  Closing Date:  October 31, 2007.

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

                  Combination  Group:  With respect to the Group V 
Certificates  and the Group VI  Certificates,  the related group of
combined certificates, as set forth on Schedule B attached hereto.

                  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 P.O. Box 92, Columbia,  Maryland 21046 (or, for
overnight  deliveries,  9062 Old Annapolis Road, Columbia, 
Maryland 21045),
Attention:  BSSP 2007-R8.  The Trustee'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:  BSSP  2007-R8 or any other  address that the Trustee
may  designate  from time to time by notice to the  Depositor  and
the
Certificateholders.

                  Current  Principal Amount:  With  respect to any
Certificate (other  than a Class V-A-3, Class V-AE-6, Class
V-AE-10,
Class V-AE-12,  Class VI-AE-5,  Class VI-AE-9,  Class VI-AE-11
Certificate or a Class R Certificate),  as of any Distribution
Date, the
Initial  Current  Principal  Amount of such  Certificate  as
reduced by the sum of (i) all amounts  allocable to  principal 
previously
distributed on any Distribution Date to such Certificate and (ii)
the principal portion of Realized Losses previously allocated to
such
Certificate and, with respect to the Group IV Certificates only, as
increased by the amount of Net Deferred Interest (as defined in the
Underlying SAMI 2007-AR7 Agreement) allocated to the Underlying
Group IV Certificates.

                  Current  Notional Amount:  With respect to the
Class V-AE-6  Certificates,  as of any Distribution  Date, the
Current
Principal Amount of the Class V-AE-5  Certificates,  with respect
to the Class V-AE-10  Certificates,  as of any Distribution Date,
the
Current Principal Amount of the Class V-AE-9 Certificates, with
respect to the Class V-AE-12 Certificates, as of any Distribution
Date,
the Current Principal Amount of the Class V-AE-11 Certificates, 
with respect to the Class VI-AE-5 Certificates, as of any
Distribution
Date,  the Current  Principal  Amount of the Class  VI-AE-4 
Certificates,  with respect to the Class VI-AE-9  Certificates,  as
of any
Distribution Date, the Current Principal Amount of the Class
VI-AE-8 Certificates and with respect to the Class VI-AE-11 
Certificates,
as of any Distribution Date, the Current Principal Amount of the
Class VI-AE-10 Certificates.

                  Cut-off Date:  October 1, 2007.

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

                  Depositor:  The meaning set forth in the first
sentence hereof.

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

                  Depository Agreement:  The meaning set forth 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.

                  Disqualified  Organization:  Any  organization 
defined as a  "disqualified  organization"  under Section 860E of
the
Code, and if not otherwise  included,  any of the following:  (i)
the United States, any State or political  subdivision  thereof, 
any
possession of the United States, any foreign  government,  any
international  organization,  or any agency or instrumentality of
any of
the  foregoing,  (ii) any  organization  (other than a  cooperative
 described in Section 521 of the Code) which is exempt from the tax
imposed  by Chapter 1 of the Code  unless  such  organization  is
subject  to the tax  imposed  by Section  511 of the Code,  (iii)
any
organization  described in Section  1381(a)(2)(C) of the Code, (iv)
an "electing large  partnership"  within the meaning of Section 775
of the Code,  or (v) any other  Person so  designated  by the 
Depositor  based  upon an  Opinion of  Counsel  provided  by 
nationally
recognized  counsel to the Depositor that the holding of an
ownership  interest in a Class R Certificate by such Person may
cause REMIC
I, REMIC II, or any Person having an ownership  interest in any
Class of  Certificates  (other than such Person) to incur liability
for
any federal tax imposed under the Code that would not  otherwise be
imposed but for the transfer of an ownership  interest in the Class
R  Certificate  to such  Person.  A  corporation  will not be
treated  as an  instrumentality  of the United  States or of any
state or
political  subdivision  thereof if all of its  activities  are
subject to tax and,  except for Freddie  Mac, a majority of its
board of
directors is not selected by a governmental unit. The term "United
States",  "State" and "international  organizations"  shall have
the
meanings set forth in Section 7701 of the Code or successor
provisions.

                  Distribution Date:  Each Underlying Certificate
Distribution Date, commencing in November 2007.

                  DTC:  The Depository Trust Company.

                  Eligible  Account:  Any of (i) an  account  or 
accounts  maintained  with a federal  or state  chartered 
depository
institution or trust company,  the long-term unsecured debt
obligations and short-term  unsecured debt obligations of which
(or, in the
case of a depository  institution or trust company that is the
principal  subsidiary of a holding company, the debt obligations of
such
holding  company,  so long as Moody's is not a Rating  Agency) are
rated by each Rating Agency in one of its two highest  long-term
and
its highest short-term rating categories,  respectively,  at the
time any amounts are held on deposit therein; provided, that
following
a downgrade,  withdrawal,  or suspension of such  institution's 
rating above,  each account shall promptly (and in any case within
not
more than 30 calendar  days) be moved to one or more  segregated 
trust accounts in the trust  department of such  institution or to
an
account at another  institution  that complies with the above 
requirements,  or (ii) a trust account or accounts  maintained 
with the
corporate trust  department of a federal or state chartered 
depository  institution or trust company having capital and surplus
of not
less than $50,000,000,  acting in its fiduciary  capacity or (iii)
any other account 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.

                  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 V
Certificates  (other than the Class V-A-3  Certificates) or the
Group
VI Certificates.

                  Exchanged  Certificates:  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,  Group  II and  Group  III  Certificates,  the  Distribution 
Date  occurring  in  September  2047.  With  respect  to the  Group
IV
Certificates,  the  Distribution  Date  occurring in October 2037. 
With respect to the Group V  Certificates,  the  Distribution  Date
occurring in April 2037.  With respect to the Group VI
Certificates, the Distribution Date occurring in July 2037.

                  Fitch:  Fitch Ratings.

                  Group I Certificates:  The Class I-A-1
Certificates and Class I-A-2 Certificates.

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

                  Group III Certificates:  The Class III-A-1
Certificates and Class III-A-2 Certificates.

                  Group IV Certificates:  The Class IV-A-1
Certificates and Class IV-A-2 Certificates.

                  Group V  Certificates:  The Class V-A-1,  Class
V-A-2 and Class V-A-3  Certificates  and any  Exchanged 
Certificates
exchanged for Class V-A-1 Certificates and, if applicable, Class
V-A-2 Certificates.

                  Group V Exchange  Trust:  The trust created and
maintained by the Group V Exchange Trust Trustee  pursuant to
Section
4.05.  The primary activities of the Group V Exchange Trust created
pursuant to this Agreement shall be:

                  (i)      receiving and holding any Class V-A-1
Certificates that are exchanged for Partnership Certificates;

                  (ii)     issuing Partnership Certificates on
receipt of the related Class V-A1 Certificates;

                  (iii)    receiving  collections  or making 
payments  with respect to such  Exchangeable  Certificates  and
Exchanged
Certificates; and

                  (iv)     engaging in other  activities that are
necessary or incidental to accomplish these limited  purposes.

                  Group V Exchange Trust Account:  The meaning set
forth in Section 3.13 hereof.

                  Group V Exchange Trust Trustee:  Wells Fargo
Bank, N.A.

                  Group V Grantor Trust: The portion of the Trust
Fund consisting of the Underlying  Group V Certificates,  conveyed
in
trust to the Trustee, for the benefit of the Holders of the Group V
Certificates.

                  Group V Underlying  Interest:  With respect to
any Distribution Date, an amount equal to the interest received on
the
Underlying  Group V  Certificates,  including  any Basis Risk 
Shortfall  Carry  Forward  Amounts (as defined in the  Underlying 
BSABS
2007-AC3 Agreement) but excluding any Additional Class A-1 Interest
Amounts received thereon.

                  Group VI Certificates:  The Class VI-A-1
Certificates and Class VI-A-2 Certificates,  and any Exchanged 
Certificates
exchanged for Class VI-A-1 Certificates and, if applicable, Class
VI-A-2 Certificates.

                  Group VI Exchange  Trust:  The portion of the
Trust Fund  consisting of any of the Class VI-A-2  Certificates, 
Class
VI-AE-4 Certificates, Class VI-AE-5 Certificates and REMIC II
Regular Interests VI-AE-8, VI-AE-9, VI-AE-10 and VI-AE-11,
deposited with
the Trustee in exchange for Group VI Grantor Trust  Certificates.  
Each beneficial owner of a Class VI-A-1  Certificate on the Closing
Date shall be deemed to have instructed the Trustee to deposit its
interest in the related REMIC II Regular Interests into the Group
VI
Exchange Trust in exchange for its interest in the Class VI-A-1
Certificate.

                  Initial Current Principal Amount:  With respect
to the Class I-A-1  Certificates,  $118,996,690;  with respect to
the
Class I-A-2 Certificates,  $13,575,578;  with respect to the Class
II-A-1 Certificates,  $41,942,285;  with respect to the Class
II-A-2
Certificates, $4,921,221; with respect to the Class III-A-1
Certificates,  $53,951,748; with respect to the Class III-A-2
Certificates,
$9,863,896; with respect to the Class IV-A-1 Certificates, 
$102,986,630;  with respect to the Class IV-A-2 Certificates, 
$18,174,642;
with respect to the Class V-A-1a Certificates,  $62,844,613; with
respect to the Class V-A-1b Certificates, $2,919,310; with respect
to
the Class V-A-1c Certificates, $2,919,310; with respect to the
Class V-A-2 Certificates, $11,677,239; with respect to the Class
VI-A-1a
Certificates,  $90,145,282; with respect to the Class VI-A-1b
Certificates, $3,006,766; with respect to the Class VI-A-1c
Certificates,
$3,006,766; and with respect to the Class VI-A-2 Certificates,
$12,027,062.

                  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 (other than the Group V Certificates and
the
Class R 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.

                  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 of all the Certificates.

                  Monthly Statement:  The statement delivered to
the Certificateholders pursuant to Section 3.11.

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

                  Net Deferred Interest:  The meaning set forth in
the Underlying BSABS 2007-AC3 Agreement.

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

                  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.

                  Partnership  Certificates:  As defined in the
Preliminary Statement.

                  Pass-Through  Rate: With respect to any
Distribution Date, the Pass-Through Rate on each Class of
Certificates are as
follows: (i) the Class I-A-1 Certificates and Class I-A-2
Certificates will bear interest at a variable  pass-through rate
equal to the
pass-through rate on the Underlying Group I Certificates;  (ii) the
Class II-A-1  Certificates and Class II-A-2  Certificates will bear
interest at a variable  pass-through  rate equal to the 
pass-through  rate on the Underlying  Group II  Certificates; 
(iii) the Class
III-A-1 Certificates and Class III-A-2  Certificates will bear
interest at a variable  pass-through rate equal to the pass-through
rate
on the Underlying Group III  Certificates;  (iv) the Class IV-A-1 
Certificates and Class IV-A-2  Certificates  will bear interest at
a
variable pass-through rate equal to the pass-through rate on the
Underlying Group IV Certificates; (v) the Class V-A-1 Certificates
and
Class V-A-2  Certificates  will bear interest at a fixed 
pass-through  rate equal to the combined  pass-through rate on the
Underlying
Group V  Certificates,  which is  expected  to be equal to 6.500% 
per annum  initially,  and 7.000% per annum after the first
Optional
Termination  Date, in each case subject to an interest rate cap
equal to the weighted  average of the net mortgage rates on the
related
underlying mortgages loans as described in the Underlying BSABS
2007-AC3 Agreement; (vi) the Class VI-A-1 Certificates and Class
VI-A-2
Certificates  will bear  interest at a fixed  pass-through  rate
equal to  the  combined  pass-through  rate on the Underlying Group
VI
Certificates, which will be equal to 7.000% per annum.

                  The Pass-Through Rates on each Class of Exchanged
Certificates are as indicated on Schedule B, attached hereto.

                  Percentage  Interest:  With respect to any Class
of  Certificates  other than the Class R Certificates  and the
Class
V-A-3 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 or Current
Notional Amount, as applicable,  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. With respect to the Class V-A-3
Certificates and the Class R Certificates,  the percentage 
interest stated
thereon.

                  Permitted Investments: Any one or more of the
following:

                  (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 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) registered under the Investment  Company
Act including funds managed or advised by the Trustee 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 Trustee,  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 (i) 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, or (ii) be issued by or be an obligation of Bear,
Stearns.

                  Permitted Transferee:  Any Person other than (i)
a Disqualified Organization or (ii) a non-United States Person.

                  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.

                  Rating  Agency:  S&P,  Fitch 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 specific ratings of the Rating
Agency shall be deemed to refer to the equivalent ratings of the
Person so designated.

                  Realized Losses:  As defined in the related
Underlying Agreement.

                  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.

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

                  REMIC I: The segregated pool of assets contained
in the Trust Fund, consisting of the Underlying  Certificates
(other
than the Underlying Group V Certificates)  conveyed in trust to the
Trustee, for the benefit of the Holders of the Uncertificated REMIC
I Regular Interests and Component I of the Class R Certificates,
with respect to which a separate REMIC election is to be made.

                  REMIC II: The  segregated  pool of assets 
contained  in the Trust Fund,  consisting  of the  Uncertificated 
REMIC I
Regular  Interests,  conveyed  in trust to the  Trustee,  for the 
benefit  of the  holders of the REMIC II  Regular  Interests  and
Component II of the Class R Certificates, with respect to which a
separate REMIC election is to be made.

                  REMIC II Regular Interests: The Group I, Group
II, Group III, Group IV or Group VI Certificates,  Class VI-A-2,
Class
VI-AE-4 and Class VI-AE-5  Certificates,  and REMIC II Regular
Interests VI-AE-8,  VI-AE-9,  VI-AE-10 and VI-AE-11,  as designed
in the
Preliminary Statement.

                  REMIC  Provisions:  Provisions of the federal
income tax law relating to real estate  mortgage  investment 
conduits,
which appear at sections 860A through 860G of Subchapter M of
Chapter 1 of the Code, and related  provisions,  and proposed, 
temporary
and final regulations and published rulings, notices and
announcements  promulgated thereunder,  as the foregoing may be in
effect from
time to time as well as provisions of applicable state laws.

                  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.

                  Residual Certificate:  Any of the Class R
Certificates.

                  Responsible  Officer:  When used with respect to
the Trustee,  any officer of the Trustee  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 to
whom a  particular  matter is  referred by the Trustee  because of
such
officer's knowledge of and familiarity with the particular subject.

                  Residual Transfer Affidavit: The meaning set
forth in Section 4.02(b).

                  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
October 31, 2007,  between Bear, Stearns and the Depositor relating
to the Underlying Certificates.

                  Scheduled  Principal:  With respect to the Group
I, Group II, Group III or Group IV Certificates on any 
Distribution
Date, the scheduled payments of principal on the related underlying
 mortgage loans distributed to the related Underlying  Certificates
on the related Underlying Certificate Distribution Date.

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

                  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 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.

                  Stepdown  Date:  With  respect to the Group I,
Group II, Group III or Group IV  Certificates,  the earlier of (i)
the
first  Distribution Date on which the aggregate stated principal
balance of the related  underlying  mortgage loans is less than 50%
of
the original  aggregate stated principal balance of such underlying
 mortgage loans as of the related underlying cut-off date, and (ii)
(a) with respect to the Group I, Group II and Group III 
Certificates,  the Distribution  Date occurring in September 2010
and (b) with
respect to the Group IV Certificates, the Distribution Date
occurring in October 2010.

                  Tax Matters Partner:  The meaning set forth in
Section 8.07(d).

                  Tax Matters Person:   The meaning set forth in
Section 8.01(e).

                  Tax  Returns:  The  federal  income tax return on
Internal  Revenue  Service  Form 1066,  U.S.  Real Estate  Mortgage
Investment  Conduit Income Tax Return,  including  Schedule Q
thereto,  Quarterly Notice to Residual  Interest Holders of REMIC
Taxable
Income or Net Loss  Allocation,  or any successor  forms, to be
filed on behalf of REMIC I or REMIC II, together with any and all
other
information,  reports or returns  that may be required to be 
furnished  in respect of the Trust Fund or to the 
Certificateholders  or
filed with the Internal Revenue Service or any other governmental 
taxing authority under any applicable  provisions of federal, 
state
or local tax laws.

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

                  Trigger  Event:  An event that is in effect (i)
with respect to the Group I, Group II and Group III  Certificates 
on
and after the first  Underlying  Certificate  Distribution  Date on
which Realized  Losses are allocated to the Class B-4  Certificates
issued by the  Underlying  BSAAT 2007-1  Trust,  or (ii) with 
respect to the Group IV  Certificates  on or after the first 
Underlying
Certificate  Distribution  Date on which Realized  Losses are
allocated to the Class B-4  Certificates  issued by the  Underlying
 SAMI
2007-AR7 Trust.

                  Trust:  The Bear Stearns Structured Products Inc.
Trust 2007-R8, created pursuant to this Agreement.

                  Trustee:  The meaning set forth in the first
sentence hereof.

                  Trust Fund:  The segregated pool of assets
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 or credited to the
         Certificate Account;

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

                  (v)      the income, payments and proceeds of
each of the foregoing; and

                  (vi)     the Class V-A-3 Reserve  Account and
such funds or assets as are from time to time  deposited in or
credited
         to the Class V-A-3 Reserve Account.

                  Uncertificated  Accrued Interest:  With respect
to each Distribution Date, as to each Uncertificated  REMIC I
Regular
Interest,  interest  accrued  during the  related  Interest 
Accrual  Period at the  related  Uncertificated  Pass-Through  Rate
on the
Uncertificated Principal Balance thereof immediately prior to such
Distribution Date.

                  Uncertificated  Pass-Through Rate: With respect
to each of the Uncertificated REMIC I Regular Interests,  an
interest
rate equal to the Pass-Through Rate on the Class of Certificates
bearing the same designation.

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

                  Uncertificated REMIC I Regular Interests:   Any
of the Uncertificated REMIC I Regular Interests I-A-1, I-A-2,
II-A-1, II-A-2, III-A-1, III-A-2, IV-A-1, IV-A-2, VI-A-1a, VI-A-1b,
VI-A-1c or VI-A-2, as designated in the Preliminary Statement
herein.

                  Underlying  Agreements:  The  Underlying  BSAAT 
2007-1  Agreement,  the  Underlying  SAMI  2007-AR7  Agreement, 
the
Underlying BSABS 2007-AC3 Agreement and the Underlying BSABS
2007-AC5 Agreement, as applicable.

                  Underlying  BSAAT  2007-1  Agreement:  The 
Pooling and  Servicing  Agreement  dated as of August 1, 2007, 
among the
Depositor,  Citibank,  N.A., as trustee,  Wells Fargo Bank, N.A.,
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  BSAAT  2007-1  Certificates: 
Collectively,  the Bear  Stearns  ALT-A  Trust  II,  Mortgage 
Pass-Through
Certificates,  Series BSAAT  2007-1,  Class I-A-2,  Class II-A-2
and Class  III-A-2  Certificates,  as more  particularly  described
in
Schedule A hereto.

                  Underlying BSAAT 2007-1 Trust:  The Bear Stearns
ALT-A Trust II BSAAT 2007-1.

                  Underlying  BSABS  2007-AC3  Agreement:  The
Pooling and Servicing  Agreement  dated as of March 1, 2007,  among
Bear
Stearns Asset Backed  Securities I LLC, as depositor,  Wells Fargo
Bank,  N.A., as trustee,  and EMC Mortgage  Corporation,  as
seller,
master servicer and securities administrator, as such agreement may
be amended, modified or amended and restated from time to time.

                  Underlying  BSABS 2007- AC3  Certificates:  The
Bear Stearns Asset Backed  Securities I Trust 2007-AC3, 
Asset-Backed
Certificates, Series 2007-AC3, Class A-1 Certificates and Class A-2
Certificates, as more particularly described in Schedule A hereto.

                  Underlying BSABS 2007- AC3 Trust:  The Bear
Stearns Asset Backed Securities I Trust 2007-AC3.

                  Underlying  BSABS  2007-AC5  Agreement:  The
Pooling and  Servicing  Agreement  dated as of June 1, 2007,  among
Bear
Stearns Asset Backed  Securities I LLC, as depositor,  Wells Fargo
Bank,  N.A., as trustee,  and EMC Mortgage  Corporation,  as
seller,
master servicer and securities administrator, as such agreement may
be amended, modified or amended and restated from time to time.

                  Underlying  BSABS 2007- AC5  Certificates:  The
Bear Stearns Asset Backed  Securities I Trust 2007-AC5, 
Asset-Backed
Certificates, Series 2007-AC5, Class A-5 Certificates and Class A-6
Certificates, as more particularly described in Schedule A hereto.

                  Underlying BSABS 2007- AC5 Trust:  The Bear
Stearns Asset Backed Securities I Trust 2007-AC5.

                  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  Certificates:  Collectively,  the
Underlying  BSAAT 2007-1  Certificates,  the  Underlying  SAMI
2007-AR7
Certificates,  the Underlying  BSABS 2007-AC3  Certificates  and
the Underlying  BSABS 2007-AC5  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 and (vi)
Group VI Certificates, the Underlying Group VI Certificates.

                  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 I-A-2
 Certificates  issued by the Underlying BSAAT 2007-1 Trust, as more
particularly described on Schedule A hereto.

                  Underlying  Group II  Certificates:  The Class
II-A-2  Certificates  issued by the Underlying  BSAAT 2007-1 Trust,
as
more particularly described on Schedule A hereto.

                  Underlying Group III  Certificates:  The Class
III-A-2  Certificates  issued by the Underlying BSAAT 2007-1 Trust,
as
more particularly described on Schedule A hereto.

                  Underlying  Group IV Certificates:  The Class A-4
Certificates  issued by the Underlying SAMI 2007-AR7 Trust, as more
particularly described on Schedule A hereto.

                  Underlying Group V Certificates:  The Class A-1
Certificates and the Class A-2 Certificates  issued by the
Underlying
BSABS 2007-AC3 Trust, as more particularly described on Schedule A
hereto.

                  Underlying  Group VI Certificates:  The Class A-5
 Certificates  and Class A-6 Certificates  issued by the Underlying
BSABS 2007-AC5 Trust, as more particularly described on Schedule A
hereto.

                  Underlying SAMI 2007-AR7  Agreement:  The Pooling
and Servicing  Agreement  dated as of September 1, 2007,  among the
Depositor,  Citibank,  N.A., as trustee,  Wells Fargo Bank, N.A.,
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  SAMI 2007-AR7  Certificates:  The
Structured  Asset  Mortgage  Investments  II Trust  2007-AR7, 
Mortgage
Pass-Through Certificates, Series 2007-AR7, Class A-4 Certificates,
as more particularly described in Schedule A hereto.

                  Underlying SAMI 2007-AR7 Trust:  The Structured
Asset Mortgage Investments II Trust 2007-AR7.

                  Underlying Series:  The series of securities
which includes the Underlying Certificates.

                  Underlying  Trusts:  The Underlying  BSAAT 2007-1
Trust,  the Underlying  SAMI 2007-AR7 Trust,  the Underlying  BSABS
2007-AC3 Trust, or the Underlying BSABS 2007-AC5 Trust, as
applicable.

                  Underwriting Agreement:  The Underwriting 
Agreement,  dated as of February 26, 2007, between the Depositor
and Bear,
Stearns.

                  United  States  Person or U.S.  Person:  (i) a
citizen  or  resident  of the United  States,  (ii) a  corporation 
or
partnership  (including an entity treated as a corporation or
partnership  for federal income tax purposes)  (except,  in the
case of a
partnership,  to the  extent  provided  in  regulations)  organized
 in or under the laws of the  United  States or any state  thereof,
including  for this  purpose,  the  District of  Columbia, 
provided  that,  for solely for  purposes of the Class R 
Certificates,  no
partnership  or other entity  treated as a  partnership  for United
 States  federal  income tax purposes  shall be treated as a United
States  Person  unless all  persons  that own an  interest  in such
 partnership  either  directly  or through any entity that is not a
corporation  for United States  federal income tax purposes are
United States  Persons,  (iii) an estate the income of which is
subject
to United States  federal  income tax  regardless of its source or
(iv) a trust if a court within the United States is able to
exercise
primary  supervision  over the  administration  of the trust and
one or more United  States  persons have the  authority to control
all
substantial decisions of the trust.  Notwithstanding the preceding
sentence,  to the extent provided in Treasury  regulations, 
certain
trusts in  existence  on August 20, 1996 and treated as U.S. 
Persons  prior to such date,  that elect to be treated as a U.S. 
Person,
also will be U.S. Persons.

                  Unscheduled  Principal:  With  respect  to the 
Group  I,  Group  II,  Group  III or  Group  IV  Certificates  on
any
Distribution  Date will equal the  principal  prepayments  and
other  unscheduled  recoveries  of principal  on the related 
underlying
mortgage loans distributed to the related Underlying Certificates
on the related Underlying Certificate Distribution Date.

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

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

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

                                                             
ARTICLE II

                             CONVEYANCE OF THE UNDERLYING
CERTIFICATES; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01. Conveyance of the Underlying Certificates and the
Uncertificated REMIC I Regular Interests.

           (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,  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.

           (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 Trustee for the
benefit
  of the Certificateholders.

           (c)          It is intended that the conveyance  by the
Depositor to the Trustee of the Underlying  Certificates as
provided
  for in this Section 2.01 be construed as a sale by the Depositor
to the Trustee of the Underlying  Certificates.  Further,  it is
not
  intended that such conveyance be deemed to be a grant of a
security  interest in the Underlying  Certificates by the Depositor
to 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 Trustee of,
and
  the Depositor hereby grants to 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,(5) all accounts, chattel paper,
deposit accounts,
  documents, general intangibles, goods, instruments, investment
property, letter-of-credit rights, letters of credit, money, and
oil,
  gas, and other minerals, consisting of, arising from, or relating
to, any of the foregoing, and (6) all proceeds of the foregoing.The
  provisions of this Agreement shall be construed so as to further
such intent.

                  The Depositor and 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.

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

                        (ii)        It is intended that the
conveyance by  the Depositor to the Trustee of  the Uncertificated 
REMIC I
Regular  Interests  and the other assets of REMIC II as provided 
for in this  Section 2.01 be construed as a sale by the  Depositor
to
the Trustee of  the Uncertificated  REMIC I Regular  Interests and
the other assets of REMIC II.  Further,  it  is  not  intended 
that
such conveyance be deemed to be a grant of a security  interest in 
the Uncertificated  REMIC I Regular  Interests and the other assets
of REMIC II by the  Depositor  to the  Trustee  to secure a debt or
other  obligation  of the  Depositor.  However,  in the event  that
the Uncertificated  REMIC I Regular Interests and the other assets
of REMIC II 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 Uncertificated  REMIC I Regular  Interests and the
other
assets of REMIC II, 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(d)(1) shall be deemed to be a grant by the Depositor
to the
Trustee of, and the Depositor  hereby grants to 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  (i) the Uncertificated  REMIC I
Regular
Interests and the other assets of REMIC II,  including  without 
limitation  all rights  represented  thereby in and to the 
Underlying
Certificates and the proceeds thereof,  (ii) all accounts,  chattel
paper, deposit accounts,  documents,  general  intangibles,  goods,
instruments,  investment property,  letter-of-credit rights,
letters of credit, money, and oil, gas, and other minerals,
consisting of,
arising from, or relating to, any of the foregoing, and (iii) all
proceeds thereof.

Section 2.02. Acceptance of Trust Fund by the Trustee; Initial
Issuance of Certificates.

                  The Trustee acknowledges receipt of copies of the
Underlying Agreements,  the receipt of the Underlying Certificates,
in good faith and without  notice of any adverse  claim,  and the
receipt 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 Trustee 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 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 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 Trustee 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 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 Trustee on behalf of the Trust
pursuant
         to this Agreement is an absolute  sale. The Underlying 
Certificates  have been  reregistered  in the name of the Trustee, 
on
         behalf of the Certificateholders, through the facilities
of the Depositary.

                  (xiii)   Each of the  Underlying  Group I 
Certificates,  Underlying  Group II  Certificates,  Underlying 
Group  III
         Certificates,  Underlying  Group IV  Certificates  and
Underlying  Group VI  Certificates  constitutes a "qualified 
mortgage"
         under  Section  860G(a)(3)(A)  of the Code and Treasury 
Regulation  Section  1.860G-2(a)(1),  (2), (4), (5), (6), (7) and
(9)
         without  reliance  on  the  provisions  of  Treasury 
Regulations  Section  1.860G-2(a)(3)  or  Treasury  Regulations 
Section
         1.860G-2(f)(2)  or any other  provision that would allow
such Underlying  Certificate to be treated as a "qualified 
mortgage"
         notwithstanding  its failure to meet the  requirements of
Section  860G(a)(3)(A) of the Code and Treasury  Regulation 
Section
         1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9).

                  (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 in accordance with general equitable
principles).

           (b)          The Trustee hereby represents and warrants
to the Depositor 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
Trustee,
         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 Trustee 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
June
         28, 2007 and the Prospectus  Supplement  dated August 30,
2007 for the Underlying  Group I, Underlying Group II and
Underlying
         Group III  Certificates,  the Prospectus  dated June 28,
2007 and the Prospectus  Supplement  dated September 17, 2007 for
the
         Underlying Group IV  Certificates,  the Prospectus dated
March 14, 2007 and the Prospectus Supplement dated March 29, 2007
for
         the Underlying  Group V Certificates,  and Prospectus 
dated June 26, 2007, the Prospectus  Supplement dated June 28, 2007
and
         the Supplement to the Prospectus  Supplement,  dated July
11, 2007, for the Underlying Group VI Certificates;  it has
acquired
         the  Underlying  Certificates  from the  Depositor  in
good faith,  for value,  and, to the best of the  Trustee'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
Trustee,  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  or any party hereto,  the party  discovering 
such
  breach will give prompt written notice  thereof to the other
parties  hereto and the  Certificateholders.  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 and it relates to an Underlying  Certificate,  the
Depositor
  shall, at the election of the Majority  Certificateholders, 
repurchase the Underlying Certificates at the Repurchase Price;
provided
  that,  in the case of an  Underlying  Certificate  (other than an
 Underlying  Group V  Certificate),  if such breach would cause the
  Underlying  Certificate  to be other  than a  "qualified 
mortgage"  as  defined in  Section 860G(a)(3)(A)  of the Code and 
Treasury
  Regulation  Section  1.860G-2(a)(1),  (2), (4),  (5), (6), (7)
and (9),  without  reliance on the  provisions of Treasury 
Regulation
  Section  1.860G-2(a)(3)  or  Treasury  Regulation  Section 
1.860G-2(f)(2)  or any other  provision  that  would  allow a 
Underlying
  Certificate to be treated as a "qualified mortgage" 
notwithstanding its failure to meet the requirements of Section
860G(a)(3)(A) of
  the Code and Treasury  Regulation  Section  1.860G-2(a)(1),  (2),
(4), (5), (6), (7) and (9), any such cure or repurchase  must occur
  within 90 days from the date such breach was discovered.  If the
Depositor is to repurchase the Underlying Certificates,  the
Trustee
  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.

Section 2.04. Purposes and Powers of the Trust. The purpose of the
Trust, as created  hereunder,  is 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.

                  It is  intended  that the Group V Grantor  Trust 
qualify as an  "investment  trust"  within the  meaning of Treasury
Regulation Section 301.7701-4(c), taxable as a grantor trust under
Subpart E, part I of subchapter J of chapter 1 of the Code, of
which
the Holders of the Group V Grantor Trust Certificates are owners,
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 Holders
of the
Group V Grantor Trust Certificates,  the Trustee or the Depositor.
The provisions of this Agreement shall be construed so as to
further
such intent. It is intended that the Group VI Exchange Trust
qualify as an "investment trust" within the meaning of Treasury
Regulation
Section  301.7701-4(c),  taxable as a grantor  trust under  Subpart
E, part I of  subchapter  J of chapter 1 of the Code,  of which the
Holders of the Group VI Exchange Trust  Certificates are owners, 
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 Holders
of such
Group VI Certificates, the Trustee or the Depositor. The provisions
of this Agreement shall be construed so as to further such intent.


                                                             
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 Trustee is requested, 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 Trustee 
shall
promptly  notify all of the Holders of the related  Certificates 
and the Depositor of such request and of its planned course of
action
with respect thereto and the Trustee shall, in its capacity as
registered  owner 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 Trustee 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 Trustee shall be entitled to rely on the
accuracy and
  correctness of the Underlying Distribution Date Statement).

           (b)          If the Trustee receives a Notice of Final
Distribution in respect of any class of Underlying Certificates, 
the
  Trustee  shall  cause such  Underlying  Certificate  to be 
presented  for final  payment  thereon in  accordance  with the
terms and
  conditions of the related  Underlying  Agreement and such notice.
 The Trustee shall promptly deposit in the Certificate  Account the
  final  distribution  received upon such  Underlying  Certificate 
(other than any Additional  Class A-1 Interest  Amount  received in
  respect of the Underlying  Group V  Certificates)  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 Trustee,  for the benefit of the 
Certificateholders,  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 trustee for the registered holders of Bear Stearns
Structured  Products Inc. Trust,  Series 2007-R8," held in trust by
  the  Trustee for the benefit of the  Certificateholders.  The
Trustee  shall  cause to be  deposited  directly  into the 
Certificate
  Account  all  distributions  received by the Trustee on the 
Underlying  Certificates  (not  including,  with  respect to the
Group V
  Certificates,  any Additional Class A-1 Interest Amounts received
on the Underlying Group V Certificates),  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 
Trustee.   The  Trustee  shall  give  notice  to  the  Depositor 
and  to
  Certificateholders  of any new location of the Certificate 
Account prior to any change thereof.  The Trustee shall have the
right to
  create sub-accounts of the Certificate Account to facilitate the
administration of funds.

           (b)          [Reserved]

           (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
Trustee for deposit into the Certificate Account.

Section 3.04. Permitted Withdrawals From the Certificate Account.

                  The Trustee 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; and

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

On each  Distribution  Date, the Trustee 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.

Section 3.05. Distributions.

           (a)          On each Distribution Date, the Trustee
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) from amounts in respect of interest  received
on the Underlying Group I Certificates,  if any, to the Class I-A-1
Certificates  and Class  I-A-2  Certificates,  on a pro rata 
basis,  the  Interest  Distribution  Amount  for each such Class
for such
Distribution Date;

                  (ii) from amounts in respect of Scheduled
Principal received on the Underlying Group I Certificates, if any:

                                    (a) if a Trigger  Event is not
in  effect,  to the Class  I-A-1  Certificates  and the Class 
I-A-2
                  Certificates,  on a pro rata basis, a
distribution of such amounts,  in reduction of the Current 
Principal Amount of
                  such Certificates, until the Current Principal
Amount of each such Class has been reduced to zero; or

                                    (b) if a  Trigger  Event  is in
 effect,  to the  Class  I-A-1  Certificates  and the  Class  I-A-2
                  Certificates,  sequentially,  in that order, a
distribution  of such amounts,  in reduction of the Current 
Principal
                  Amount of such Certificates, until the Current
Principal Amount of each such Class has been reduced to zero; and

                  (iii)     from amounts in respect of Unscheduled
Principal received on the Underlying Group I Certificates, if any:

                                    (a) prior to the  related 
Stepdown  Date or if a Trigger  Event is in effect,  to the Class 
I-A-1
                  Certificates  and the Class I-A-2  Certificates, 
sequentially,  in that order,  a distribution  of such amounts,  in
                  reduction of the Current  Principal  Amount of
such  Certificates,  until the Current  Principal  Amount of each
such
                  Class has been reduced to zero; or

                                    (b) on or after the related 
Stepdown  Date and if a Trigger  Event is not in effect,  to the
Class
                  I-A-2 Certificates,  in an amount equal to the
Class I-A-2 Principal Distribution Amount, in reduction of the
Current
                  Principal Amount of such  Certificates,  until
the Current  Principal Amount of such Certificates has been reduced
to
                  zero, and then a distribution to the Class I-A-1
Certificates of any remaining  Unscheduled Principal received on
the
                  Underlying  Group I  Certificates,  in  reduction
of the Current  Principal  Amount of such  Certificates,  until the
                  Current Principal Amount of such Certificates has
been reduced to zero.

         II.  With respect to the Group II Certificates:

                  (i) from  amounts in respect of  interest 
received on the  Underlying  Group II  Certificates,  if any, to
the Class
II-A-1 Certificates and Class II-A-2 Certificates,  on a pro rata
basis, the Interest  Distribution Amount for each such Class for
such
Distribution Date;

                  (ii) from amounts in respect of Scheduled
Principal received on the Underlying Group II Certificates, if any:

                                    (a) if a Trigger  Event is not
in effect,  to the Class  II-A-1  Certificates  and the Class
II-A-2
                  Certificates,  on a pro rata basis, a
distribution of such amounts,  in reduction of the Current 
Principal Amount of
                  such Certificates, until the Current Principal
Amount of each such Class has been reduced to zero; or

                                    (b) if a  Trigger  Event is in 
effect,  to the Class  II-A-1  Certificates  and the  Class  II-A-2
                  Certificates,  sequentially,  in that order, a
distribution  of such amounts,  in reduction of the Current 
Principal
                  Amount of such Certificates, until the Current
Principal Amount of each such Class has been reduced to zero; and

                  (iii)     from amounts in respect of Unscheduled
Principal received on the Underlying Group II Certificates, if any:

                                    (a) prior to the related 
Stepdown  Date or if a Trigger  Event is in effect,  to the Class 
II-A-1
                  Certificates  and the Class II-A-2  Certificates,
 sequentially,  in that order, a distribution  of such amounts,  in
                  reduction of the Current  Principal  Amount of
such  Certificates,  until the Current  Principal  Amount of each
such
                  Class has been reduced to zero; or

                                    (b) on or after the related 
Stepdown  Date and if a Trigger  Event is not in effect,  to the
Class
                  II-A-2  Certificates,  in an amount  equal to the
Class II-A-2  Principal  Distribution  Amount,  in reduction of the
                  Current  Principal Amount of such  Certificates, 
until the Current  Principal  Amount of such  Certificates has been
                  reduced to zero, and then a distribution  to the
Class II-A-1  Certificates  of any remaining  Unscheduled 
Principal
                  received on the Underlying Group II Certificates,
 in reduction of the Current Principal Amount of such Certificates,
                  until the Current Principal Amount of such
Certificates has been reduced to zero.

         III.  With respect to the Group III Certificates:

                  (i) from  amounts in respect of interest 
received on the  Underlying  Group III  Certificates,  if any, to
the Class
III-A-1  Certificates and Class III-A-2  Certificates,  on a pro
rata basis, the Interest  Distribution  Amount for each such Class
for
such Distribution Date;

                  (ii) from amounts in respect of Scheduled
Principal received on the Underlying Group III Certificates, if
any:

                                    (a) if a Trigger Event is not
in effect,  to the Class III-A-1  Certificates  and the Class
III-A-2
                  Certificates,  on a pro rata basis, a
distribution of such amounts,  in reduction of the Current 
Principal Amount of
                  such Certificates, until the Current Principal
Amount of each such Class has been reduced to zero; or

                                    (b) if a Trigger  Event is in 
effect,  to the Class  III-A-1  Certificates  and the Class 
III-A-2
                  Certificates,  sequentially,  in that order, a
distribution  of such amounts,  in reduction of the Current 
Principal
                  Amount of such Certificates, until the Current
Principal Amount of each such Class has been reduced to zero; and

                  (iii)     from amounts in respect of Unscheduled
Principal received on the Underlying Group III Certificates, if
any:

                                    (a) prior to the related 
Stepdown  Date or if a Trigger  Event is in effect,  to the Class
III-A-1
                  Certificates  and the Class III-A-2 
Certificates,  sequentially,  in that order, a distribution of such
amounts,  in
                  reduction of the Current  Principal  Amount of
such  Certificates,  until the Current  Principal  Amount of each
such
                  Class has been reduced to zero; or

                                    (b) on or after the related 
Stepdown  Date and if a Trigger  Event is not in effect,  to the
Class
                  III-A-2  Certificates,  in an amount equal to the
Class III-A-2  Principal  Distribution  Amount, in reduction of the
                  Current  Principal Amount of such  Certificates, 
until the Current  Principal  Amount of such  Certificates has been
                  reduced to zero, and then a distribution  to the
Class III-A-1  Certificates of any remaining  Unscheduled 
Principal
                  received  on the  Underlying  Group  III 
Certificates,  in  reduction  of  the  Current  Principal  Amount 
of  such
                  Certificates, until the Current Principal Amount
of such Certificates has been reduced to zero.

         IV.  With respect to the Group IV Certificates:

                  (i) from  amounts in respect of  interest 
received on the  Underlying  Group IV  Certificates,  if any, to
the Class
IV-A-1 Certificates and Class IV-A-2 Certificates,  on a pro rata
basis, the Interest  Distribution Amount for each such Class for
such
Distribution Date;

                  (ii) from amounts in respect of Scheduled
Principal received on the Underlying Group IV Certificates, if any:

                                    (a) if a Trigger  Event is not
in effect,  to the Class  IV-A-1  Certificates  and the Class
IV-A-2
                  Certificates,  on a pro rata basis, a
distribution of such amounts,  in reduction of the Current 
Principal Amount of
                  such Certificates, until the Current Principal
Amount of each such Class has been reduced to zero; or

                                    (b) if a  Trigger  Event is in 
effect,  to the Class  IV-A-1  Certificates  and the  Class  IV-A-2
                  Certificates,  sequentially,  in that order, a
distribution  of such amounts,  in reduction of the Current 
Principal
                  Amount of such Certificates, until the Current
Principal Amount of each such Class has been reduced to zero; and

                  (iii)     from amounts in respect of Unscheduled
Principal received on the Underlying Group IV Certificates, if any:

                                    (a) prior to the related 
Stepdown  Date or if a Trigger  Event is in effect,  to the Class 
IV-A-1
                  Certificates  and the Class IV-A-2  Certificates,
 sequentially,  in that order, a distribution  of such amounts,  in
                  reduction of the Current  Principal  Amount of
such  Certificates,  until the Current  Principal  Amount of each
such
                  Class has been reduced to zero; or

                                    (b) on or after the related 
Stepdown  Date and if a Trigger  Event is not in effect,  to the
Class
                  IV-A-2  Certificates,  in an amount  equal to the
Class IV-A-2  Principal  Distribution  Amount,  in reduction of the
                  Current  Principal Amount of such  Certificates, 
until the Current  Principal  Amount of such  Certificates has been
                  reduced to zero, and then a distribution  to the
Class IV-A-1  Certificates  of any remaining  Unscheduled 
Principal
                  received on the Underlying Group IV Certificates,
 in reduction of the Current Principal Amount of such Certificates,
                  until the Current Principal Amount of such
Certificates has been reduced to zero.

         V.  With respect to the Group V Certificates, in the
following order of priority:

                  (i) to the Class V-A-1a Certificates,  from the
Class V-A-1a Percentage of Group V Underlying Interest,  in an
amount
equal to the Class  V-A-1a  Interest  Distribution  Amount;  and if
such Class  V-A-1a  Percentage  of Group V  Underlying  Interest is
insufficient,  from the Class V-A-2 Percentage of Group V
Underlying  Interest,  and if such amounts are  insufficient,  from
the Class
V-A-2  Percentage  of amounts in respect of  principal  received 
on the  Underlying  Group V  Certificates,  and if such  amounts 
are
insufficient,  from the Class V-A-1c Percentage of Group V
Underlying  Interest,  and if such amounts are insufficient,  from
the Class
V-A-1c  Percentage  of amounts in respect of  principal  received 
on the  Underlying  Group V  Certificates,  and if such  amounts
are
insufficient,  from the Class V-A-1b Percentage of Group V
Underlying  Interest,  and if such amounts are insufficient,  from
the Class
V-A-1b Percentage of amounts in respect of principal received on
the Underlying Group V Certificates;

                  (ii) to the Class  V-A-1a  Certificates,  from
the Class  V-A-1a  Percentage  of the amounts in respect of 
principal
received on the Underlying Group V Certificates,  in an amount
equal to the Class V-A-1a  Principal  Distribution  Amount;  and if
such
Class V-A-1a  Percentage of amounts in respect of principal 
received on the Underlying Group V Certificates is insufficient, 
from the
Class V-A-2  Percentage of amounts in respect of principal 
received on the Underlying  Group V Certificates  (as such amounts
may have
been reduced as described in Section  3.5(a)(V)(i)  above),  and if
such amounts are insufficient,  from the Class V-A-1c Percentage of
amounts in respect of principal  received on the Underlying  Group
V  Certificates  (as such amounts may have been reduced as
described
in Section  3.5(a)(V)(i)  above),  and if such  amounts are 
insufficient,  from the Class V-A-1b  Percentage  of amounts in
respect of
principal  received on the Underlying Group V Certificates (as such
amounts may have been reduced as described in Section  3.5(a)(V)(i)
above),  and if such amounts are  insufficient,  from the Class
V-A-2  Percentage  of Group V Underlying  Interest (as such amounts
may
have been reduced as described in Section 3.5(a)(V)(i)  above), and
if such amounts are insufficient,  from the Class V-A-1c Percentage
of Group V  Underlying  Interest  (as such amounts may have been 
reduced as  described  in Section  3.5(a)(V)(i)  above),  and if
such
amounts are  insufficient,  from the Class V-A-1b  Percentage of
Group V Underlying  Interest (as such amounts may have been reduced
as
described in Section 3.5(a)(V)(i) above);

                  (iii) to the Class V-A-1b  Certificates,  from
the Class V-A-1b  Percentage  of Group V Underlying  Interest (as
such
amounts may have been reduced as described in Sections 
3.5(a)(V)(i) and  3.5(a)(V)(ii)  above), in an amount equal to the
Class V-A-1b
Interest  Distribution  Amount;  and if such Class V-A-1b 
Percentage of Group V Underlying  Interest is  insufficient,  from
the Class
V-A-2  Percentage  of Group V Underlying  Interest (as such 
amounts may have been  reduced as described in Sections 
3.5(a)(V)(i)  and
3.5(a)(V)(ii)  above),  and if such  amounts are  insufficient, 
from the Class  V-A-2  Percentage  of amounts in respect of 
principal
received on the  Underlying  Group V  Certificates  (as such
amounts may have been reduced as  described in Sections 
3.5(a)(V)(i)  and
3.5(a)(V)(ii)  above), and if such amounts are insufficient,  from
the Class V-A-1c Percentage of Group V Underlying  Interest (as
such
amounts may have been reduced as described in Sections 
3.5(a)(V)(i) and  3.5(a)(V)(ii)  above),  and if such amounts are
insufficient,
from the Class V-A-1c  Percentage of amounts in respect of
principal  received on the Underlying  Group V Certificates (as
such amounts
may have been reduced as described in Sections 3.5(a)(V)(i) and
3.5(a)(V)(ii) above);

                  (iv) to the Class  V-A-1b  Certificates,  from
the Class  V-A-1b  Percentage  of the amounts in respect of 
principal
received on the  Underlying  Group V  Certificates  (as such
amounts may have been reduced as  described in Sections 
3.5(a)(V)(i)  and
3.5(a)(V)(ii)  above),  in an amount equal to the Class V-A-1b
Principal  Distribution  Amount;  and if such Class V-A-1b
Percentage of
amounts in respect of principal  received on the Underlying  Group
V Certificates is  insufficient,  from the Class V-A-2 Percentage
of
amounts in respect of principal  received on the Underlying  Group
V  Certificates  (as such amounts may have been reduced as
described
in Sections  3.5(a)(V)(i),  3.5(a)(V)(ii)  and  3.5(a)(V)(iii) 
above),  and if such  amounts are  insufficient,  from the Class
V-A-1c
Percentage of amounts in respect of principal  received on the
Underlying  Group V Certificates  (as such amounts may have been
reduced
as described in Sections 3.5(a)(V)(i),  3.5(a)(V)(ii) and
3.5(a)(V)(iii)  above), and if such amounts are insufficient,  from
the Class
V-A-2  Percentage of Group V Underlying  Interest (as such amounts
may have been reduced as described in Section  3.5(a)(V)(i) 
above),
and if such amounts are insufficient,  from the Class V-A-1c 
Percentage of Group V Underlying  Interest (as such amounts may
have been
reduced as described in Section 3.5(a)(V)(i) above);

                  (v) to the Class V-A-1c  Certificates,  from the
Class  V-A-1c  Percentage  of Group V  Underlying  Interest (as
such
amounts may have been reduced as described in Sections 
3.5(a)(V)(i),  3.5(a)(V)(ii),  3.5(a)(V)(iii)  and 3.5(a)(V)(iv) 
above), in an
amount equal to the Class V-A-1c Interest  Distribution  Amount;
and if such Class V-A-1c Percentage of Group V Underlying  Interest
is
insufficient,  from the Class V-A-2  Percentage  of Group V
Underlying  Interest (as such amounts may have been reduced as
described in
Sections  3.5(a)(V)(i),  3.5(a)(V)(ii),  3.5(a)(V)(iii) and
3.5(a)(V)(iv) above), and if such amounts are insufficient,  from
the Class
V-A-2  Percentage of amounts in respect of principal  received on
the Underlying  Group V  Certificates  (as such amounts may have
been
reduced as described in Sections 3.5(a)(V)(i), 3.5(a)(V)(ii),
3.5(a)(V)(iii) and 3.5(a)(V)(iv) above);

                  (vi) to the Class  V-A-1c  Certificates,  from
the Class  V-A-1c  Percentage  of the amounts in respect of 
principal
received  on the  Underlying  Group V  Certificates  (as such 
amounts may have been  reduced as  described  in Sections 
3.5(a)(V)(i),
3.5(a)(V)(ii),  3.5(a)(V)(iii),  3.5(a)(V)(iv) and 3.5(a)(V)(v) 
above), in an amount equal to the Class V-A-1c Principal 
Distribution
Amount;  and if such Class V-A-1c  Percentage of amounts in respect
of principal  received on the Underlying  Group V  Certificates  is
insufficient,  from the Class V-A-2  Percentage of amounts in
respect of principal  received on the Underlying Group V
Certificates (as
such  amounts  may have  been  reduced  as  described  in  Sections
 3.5(a)(V)(i),  3.5(a)(V)(ii),  3.5(a)(V)(iii),  3.5(a)(V)(iv)  and
3.5(a)(V)(v)  above),  and if such amounts are  insufficient,  from
the Class V-A-2 Percentage of Group V Underlying  Interest (as such
amounts may have been reduced as described in Sections 
3.5(a)(V)(i),  3.5(a)(V)(ii),  3.5(a)(V)(iii),  3.5(a)(V)(iv)  and
3.5(a)(V)(v)
above);

                  (vii)    to the Class V-A-2  Certificates,  from
the Class V-A-2  Percentage of Group V Underlying  Interest (as
such
amounts may have been reduced as described in Sections
3.5(a)(V)(i),  3.5(a)(V)(ii),  3.5(a)(V)(iii),  3.5(a)(V)(iv), 
3.5(a)(V)(v) and
3.5(a)(V)(vi) above), an amount equal to the Class V-A-2 Interest
Distribution Amount; and

                  (viii) to the Class V-A-2  Certificates,  from
the Class V-A-2 Percentage of amounts in respect of principal
received
on the Underlying  Group V  Certificates  (as such amount may have
been reduced as described in Sections  3.5(a)(V)(i), 
3.5(a)(V)(ii),
3.5(a)(V)(iii),  3.5(a)(V)(iv),  3.5(a)(V)(v) and 3.5(a)(V)(vi) 
above),  in an amount equal to the Class V-A-2 Principal 
Distribution
Amount;  and if such Class V-A-2  Percentage of amounts in respect
of principal  received on the  Underlying  Group V  Certificates 
is
insufficient,  from the Group V  Underlying  Interest  (as such 
amounts  have been or may have been  reduced as  described  in
Section
3.05(a)(V)(i) through 3.05(a)(V)(vii) above).

         VI.  With respect to the Group VI Certificates:

                  (i) from  amounts in respect of  interest 
received on the  Underlying  Group VI  Certificates,  if any, to
the Class
VI-A-1 Certificates and Class VI-A-2 Certificates,  on a pro rata
basis, the Interest  Distribution Amount for each such Class for
such
Distribution Date; and

                  (ii) from amounts in respect of  principal 
received on the  Underlying  Group VI  Certificates,  to the Class
VI-A-1
Certificates and Class VI-A-2 Certificates,  on a pro rata basis, a
distribution of such amounts, in reduction of the Current Principal
Amounts of such Certificates, until the Current Principal Amounts
of each such Class of 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 Trustee 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 Trustee or such other 
location
  specified in the notice to Certificateholders of such final
distribution.

           (c)          Notwithstanding  any other provision of
this Agreement,  the Trustee shall comply with all federal 
withholding
  requirements  respecting  payments to  Certificateholders  that
the Trustee  reasonably  believes are applicable  under the Code.
The
  consent of  Certificateholders  shall not be required for such 
withholding.  In the event the Trustee does  withhold any amount
from
  payments to any  Certificateholder  pursuant to federal
withholding  requirements,  the Trustee 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 allocated (i) to the Underlying Group I
Certificates  will be allocated first to the Class I-A-2 
Certificates  until
  the Current  Principal Amount thereof has been reduced to zero
and then to the Class I-A-1  Certificates  until the Current
Principal
  Amount thereof has been reduced to zero,  (ii) to the Underlying 
Group II  Certificates  will be allocated first to the Class II-A-2
  Certificates until the Current Principal Amount thereof has been
reduced to zero and then to the Class II-A-1  Certificates until
the
  Current  Principal Amount thereof has been reduced to zero, (iii)
to the Underlying Group III Certificates will be allocated first to
  the Class III-A-2  Certificates  until the Current  Principal 
Amount  thereof has been reduced to zero and then to the Class
III-A-1
  Certificates  until the Current  Principal Amount thereof has
been reduced to zero, (iv) to the Underlying Group IV Certificates
will
  be allocated first to the Class IV-A-2  Certificates  until the
Current Principal Amount thereof has been reduced to zero and then
to
  the Class IV-A-1  Certificates  until the Current  Principal
Amount thereof has been reduced to zero, and (v) to the Underlying
Group
  VI Certificates will be allocated to the Class VI-A-2, Class
VI-A-1c,  Class VI-A-1b and Class VI-A-1a  Certificates,  in that
order,
  until the Current  Principal  Amount of each such Class thereof
has been reduced to zero. The rights of the Class V-A-2 
Certificates
  to receive  distributions will be subordinated to the Class
V-A-1a,  Class V-A-1b and Class V-A-1c  Certificates to the extent
of any
  Realized Losses allocated to the Underlying  Group V
Certificates,  as further  described under clause  3.05(a)(V) of
this Agreement.
  The rights of the Class V-A-1c  Certificates to receive 
distributions will be subordinated to the Class V-A-1a 
Certificates and the
  Class V-A-1b  Certificates  to the extent of any  Realized 
Losses  allocated  to the  Underlying  Group V  Certificates,  as
further
  described under clause 3.05(a)(V) of this Agreement.  The rights
of the Class V-A-1b  Certificates to receive  distributions  will
be
  subordinated to the Class V-A-1a  Certificates to the extent of
any Realized Losses allocated to the Underlying Group V
Certificates,
  as further described under clause 3.05(a)(V) of this Agreement

         (e)          On each  Distribution  Date,  all amounts 
transferred  from the Class V-A-3  Reserve  Account  representing 
any
Additional  Class A-1 Interest  Amount  received in respect of the 
Underlying  Group V  Certificates  will be withdrawn from the Class
V-A-3 Reserve  Account and  distributed by the Trustee to the
Holders of the Class V-A-3  Certificates  and shall not be
distributed to
the Holders of any other Class of Certificates.

Section 3.06. Statements to Certificateholders.

                  On each Distribution Date, the Trustee and the
Group V Exchange Trust Trustee, as applicable,  shall prepare and
make
available  to each  Certificateholder,  the  Depositor  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 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; and

                  (vii) 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.

                  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 Trustee may make available each month, to any
interested party, the monthly statement to  Certificateholders  via
the  Trustee's  website  initially  located at  "www.ctslink.com." 
Assistance  in using the  website  can be  obtained  by calling the
Trustee's  customer service desk at 1-866-846-4526.  Parties that
are unable to use the above distribution  option are entitled to
have
a paper copy mailed to them via first class mail by calling the 
Trustee's  customer  service  desk and  indicating  such.  The
Trustee
shall have the right to change the way such reports are 
distributed in order to make such  distribution  more  convenient 
and/or more
accessible to the parties, and the Trustee shall provide timely and
adequate notification to all parties regarding any such change.

                  In  addition,   the  Trustee   promptly  will 
furnish  to  the  Depositor  and,  upon  the  written   request  of
 a
Certificateholder,  to such  Certificateholder,  copies of any
written notices,  statements,  reports or other written 
communications,
received by the Trustee in respect of the Underlying Certificates.

Section 3.07. Access to Certain Documentation and Information.

                  The Trustee shall provide to the Depositor access
to all reports,  documents and records maintained by the Trustee 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 Trustee.

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  Trustee
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 Trustee  shall  deliver (or  otherwise 
make  available) to the Depositor not later than March 15th of each
  calendar year  beginning in 2008, an Officer's  Certificate  (an
"Annual  Statement of  Compliance")  stating,  as to each 
signatory
  thereof,  that (i) a review of the activities of the Trustee 
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
  Trustee 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 Trustee 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
  Depositor,  be deemed a default which may result in the 
termination  of the Trustee  pursuant to Section 5.07 and the
Depositor may,
  upon notice  immediately  terminate all of the rights and
obligations of the Trustee under this Agreement  without 
compensating  the
  Trustee for the same (but subject to the Trustee's  right to 
reimbursement  of all amounts for which it is entitled to be
reimbursed
  prior to the date of termination).  Upon such termination,  the
Trustee shall immediately  transfer or cause to be transferred to
the
  successor  Trustee  all  Underlying  Certificates  and  other 
assets of the Trust  Fund  held by or on behalf of the  Trustee. 
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 Trustee (to the extent set
forth
in this Section) (the  "Attesting  Party") shall deliver (or
otherwise make available) to the Depositor on or before March 15th
of each
calendar year beginning in 2008, 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 Underlying 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 2008,  the  Attesting  Party shall  furnish (or  otherwise  make
available) to the Depositor 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 Trustee 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 Trustee 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 be  deemed a  default  which may  result in the
termination  of the Trustee  pursuant to Section 5.07 and the
Depositor  may, upon notice  immediately  terminate all of the
rights and
obligations of the Trustee under this Agreement  without 
compensating  the Trustee for the same (but subject to the
Trustee's right to
reimbursement of all amounts for which it is entitled to be
reimbursed prior to the date of termination).  Upon such 
termination,  the
Trustee shall  immediately  transfer or cause to be transferred to
the successor  Trustee all Underlying  Certificates and other
assets
of the Trust Fund held by or on behalf of the Trustee.  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 Trustee shall, in accordance with industry 
standards,  prepare and file with the Commission via the Electronic
Data
Gathering and Retrieval  System  ("EDGAR"),  a Distribution  Report
on Form 10-D,  signed by the Depositor,  with a copy of the Monthly
Statement to be furnished by the Trustee to the  Certificateholders
 for such Distribution Date;  provided that, the Trustee shall have
received no later than five (5) calendar  days after the related 
Distribution  Date,  all  information  required to be provided to
the
Trustee as described in clause (a)(iv) below.  Any disclosure  that
is in addition to the Monthly  Statement and that is required to be
included on Form 10-D,  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  Trustee 
and the
Depositor  and approved by the  Depositor,  and the Trustee will
have no duty or  liability  for any failure  hereunder to determine
or
prepare any Additional Form 10-D Disclosure  absent such reporting 
(other than in the case where the Trustee 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 Trustee and the Depositor,  to the extent known by a
responsible
officer thereof, in  EDGAR-compatible  format, or in such other
form as otherwise agreed upon by the Trustee and the Depositor and
such
party,  the form and substance of any Additional Form 10-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 Trustee 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 Trustee 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  Trustee  forwards a copy of the Form 10-D no
later than the 10th  calendar  after the  Distribution  Date),  the
Depositor  shall  notify the  Trustee in writing  (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 Trustee  shall be entitled to assume that such Form
10-D is
in final form and the Trustee  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 Trustee.  If a Form 10-D cannot be filed on
time or if a previously filed Form 10-D needs to be amended,  the
Trustee shall follow the procedures set forth in Section 
3.11(a)(v).
Promptly (but no later than one (1) Business Day) after filing with
the  Commission,  the Trustee shall make  available on its internet
website a final executed copy of each Form 10-D filed by the
Trustee.  The parties to this Agreement  acknowledge  that the
performance
by the Trustee 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 Trustee  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 Trustee's  inability or failure to
receive,  on a
timely  basis,  any  information  from any other party hereto 
needed to prepare,  arrange for  execution  or file such Form 10-D,
 not
resulting from its own negligence, bad faith or willful misconduct.

         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 Trustee 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 Trustee in writing,  no
later  than the fifth  calendar  day after the  related 
Distribution  Date with  respect to the filing of a report on Form
10-D 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
Trustee 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 Trustee shall prepare
and file,
at the  direction  of the  Depositor,  on behalf of the Trust,  any
Form 8-K, as required  by the  Exchange  Act;  provided  that,  the
Depositor  shall  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 Trustee and
the  Depositor  and approved by the  Depositor,  and the Trustee
will
have no duty or liability for any failure  hereunder to determine
or prepare any Additional Form 10-D Disclosure  absent such
reporting
(other than in the case where the Trustee 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
Trustee and the  Depositor,  to the extent  known by a  responsible
officer thereof, in  EDGAR-compatible  format, or in such other
form as otherwise agreed upon by the Trustee and the Depositor and
such
party, the form and substance of any Form 8-K Disclosure
Information,  if applicable,  and (ii) the Depositor shall approve,
as to form
and  substance,  or  disapprove,  as the case may be, the inclusion
of the Form 8-K  Disclosure  Information on Form 8-K. The Depositor
shall be responsible  for any reasonable  fees and expenses 
assessed or incurred by the Trustee in connection  with including
any Form
8-K Disclosure Information on Form 8-K pursuant to this Section.

         (C) After  preparing  the Form 8-K, the Trustee  shall 
forward  electronically  a copy of the Form 8-K to the  Depositor 
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  Trustee.  Promptly,  but no
later than the close of business on the 3rd  Business  Day after
the
Reportable  Event,  the  Depositor  shall notify the Trustee in
writing  (which may be furnished  electronically)  of any changes
to or
approval of such Form 8-K filed by the  Trustee.  In the absence of
receipt of any written  changes or approval,  the Trustee  shall be
entitled  to assume  that such Form 8-K is in final form and the 
Trustee  may  proceed  with the filing of the Form 8-K. If a Form
8-K
cannot be filed on time or if a previously  filed Form 8-K needs to
be amended,  the Trustee shall follow the  procedures  set forth in
Section  3.11(a)(v).  Promptly  (but no later than one (1) Business
 Day) after filing with the  Commission,  the Trustee  shall,  make
available  on its  internet  website a final  executed  copy of
each Form 8-K  filed by the  Trustee.  The  parties  to this 
Agreement
acknowledge  that the  performance  by the Trustee 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 Trustee shall
have any liability for any loss,  expense,  damage,  claim arising
out
of or with respect to any failure to properly  prepare,  execute
and/or timely file such Form 8-K, where such failure  results from
the
Trustee's  inability or failure to receive,  on a timely basis, any
information from any other party hereto needed to prepare,  arrange
for execution or file such Form 8-K, not resulting from its own
negligence, bad faith or willful misconduct.

         (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 2008 and  thereafter so long as the
Trust is subject to Exchange Act  reporting  requirements,  the
Trustee
shall  prepare and file on behalf of the Trust a Form 10-K,  in
form and  substance  as required by the  Exchange  Act.  Each such
Form
10-K shall include the following  items,  in each case to the
extent they have been delivered to the Trustee within the
applicable time
frames set forth in this Agreement,  (I) an annual compliance 
statement for the Trustee,  as described under Section 3.09,
(II)(A) the
annual report on assessment of compliance  with  Servicing 
Criteria for the Trustee,  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 Trustee,  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  Trustee,  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 Trustee and the Depositor and approved by the Depositor, 
and
the Trustee will have no duty or liability  for any failure 
hereunder to  determine  or prepare any  Additional  Form 10-K 
Disclosure
absent such reporting (other than in the case where the Trustee 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 2008, (i) the parties set forth in Exhibit D shall be required
to provide pursuant to Section  3.11(a)(iv)  below to the Trustee
and
the Depositor,  to the extent known by a responsible officer
thereof,  in  EDGAR-compatible  format, or in such other form as
otherwise
agreed upon by the Trustee and the  Depositor  and such party,  the
form and  substance  of any  Additional  Form 10-K  Disclosure,  if
applicable,  and (ii) the Depositor  will approve,  as to form and
substance,  or disapprove,  as the case may be, the inclusion of
the
Additional  Form 10-K  Disclosure on Form 10-K. The Depositor 
shall be responsible  for any reasonable  fees and expenses 
assessed or
incurred by the Trustee in connection with including any Form 10-K
Disclosure information on Form 10-K pursuant to this Section.

         (C) After  preparing  the Form 10-K,  the Trustee shall 
forward  electronically  a 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
Trustee
in writing  (which may be furnished  electronically)  of any
changes to or approval of such Form 10-K. In the absence of receipt
of any
written  changes or approval,  the Trustee shall be entitled to
assume that such Form 10-K is in final form and the Trustee may
proceed
with the 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  Trustee.  If a Form 10-K cannot be filed
on time
or if a  previously  filed Form 10-K needs to be amended,  the 
Trustee  will follow the  procedures  set forth in Section 
3.11(a)(v).
Promptly (but no later than one (1) Business Day) after filing with
the  Commission,  the Trustee shall make  available on its internet
website a final executed copy of each Form 10-K filed by the
Trustee.  The parties to this Agreement  acknowledge  that the
performance
by the Trustee 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 Trustee 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
Trustee's  inability or failure to receive,  on a timely basis, any
information from any other party hereto needed to prepare,  arrange
for execution or file such Form 10-K, not resulting from its own
negligence, bad faith or willful misconduct.

         (D) Each Form 10-K shall include a certification  (the 
"Sarbanes-Oxley  Certification")  required to be included therewith
in
compliance with Item  601(b)(31)(ii)  of Regulation S-K, which
shall be signed by the Certifying Person and delivered to the
Trustee no
later than March  15th of each year in which the Trust is subject
to the  reporting  requirements  of the  Exchange  Act.  The 
Trustee
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  Trustee's  obligation  to
include  such
Additional  Information in the  applicable  Exchange Act report is
subject to receipt from the entity that is indicated in Exhibit D
as
the  responsible  party for  providing  that  information,  if
other than the  Trustee,  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.
Both of the Trustee and the  Depositor  hereby  agree to notify and
provide to the extent  known to the Trustee and the  Depositor  all
Additional  Disclosure  relating to the Trust Fund, with respect to
which such party is indicated in Exhibit 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
Trustee 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 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 Depositor of any  affiliations  or 
relationships  that develop after the Closing Date between the
Trustee
and the Depositor or the Sponsor 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 or the Sponsor change, the
Depositor shall promptly notify the Trustee.

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

         (B) In the event that the Trustee is unable to timely file
with the  Commission  all or any required  portion of any Form 8-K,
10-D or 10-K  required  to be filed by this  Agreement  because 
required  disclosure  information  was either not  delivered  to it
or
delivered to it after the delivery  deadlines set forth in this
Agreement or for any other reason,  the Trustee shall  promptly 
notify
the  Depositor.  In the case of Form 10-D and 10-K,  the Depositor 
and the Trustee  shall  cooperate to prepare and file a Form 12b-25
and a 10-DA and 10-KA as  applicable,  pursuant to Rule 12b-25 of
the  Exchange  Act. In the case of Form 8-K, the Trustee  will, 
upon
receipt of all required Form 8-K Disclosure  Information and upon
the approval and direction of the Depositor,  include such
disclosure
information  on the next Form  10-D.  In the event that any 
previously  filed Form 8-K,  10-D or 10-K  needs to be  amended, 
and such
amendment  relates to any  Additional  Disclosure,  the Trustee
shall notify the Depositor  and the parties  affected  thereby and
such
parties will  cooperate  to prepare any  necessary  Form 8-K, 
10-DA or 10-KA.  Any Form 15, Form 12b-25 or any  amendment to Form
8-K,
10-D or 10-K shall be signed by a duly  authorized  officer of the
Depositor.  The parties hereto  acknowledge  that the performance
by
the Depositor and the Trustee 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 Trustee  shall not have any 
liability  for any loss,  expense,  damage or claim arising out of
or
with respect to any failure to properly  prepare,  execute  and/or
timely file any such Form 15, Form 12b-25 or any  amendments to
Form
8-K, 10-D or 10-K,  where such failure results from the Trustee's 
inability or failure to receive,  on a timely basis, any
information
from any other party hereto needed to prepare,  arrange for
execution or file such Form 15, Form 12b-25 or any  amendments to
Form 8-K,
10-D or 10-K, not resulting from its own negligence, bad faith or
willful misconduct.

         The Depositor agrees to promptly furnish to the Trustee, 
from time to time upon request,  such further  information, 
reports
and financial  statements within its control related to this
Agreement and the Underlying  Certificates as the Trustee
reasonably deems
appropriate to prepare and file all necessary  reports with the
Commission.  The Trustee shall have no responsibility to file any
items
other than those specified in this Section 3.11;  provided, 
however, the Trustee shall cooperate with the Depositor in
connection with
any  additional  filings with respect to the Trust Fund as the 
Depositor  deems  necessary  under the Exchange  Act. Fees and
expenses
incurred by the Trustee in connection with this Section 3.11 shall
not be reimbursable from the Trust Fund.

         (b)      The Trustee 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 Trustee's  obligations  under Sections 3.09, 3.10 and 3.11 or
the
Trustee's  negligence,  bad faith or willful  misconduct in
connection  therewith.  In addition,  the Trustee shall  indemnify
and hold
harmless the Depositor and 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 Trustee on its
behalf
pursuant to Section  3.09,  3.10 or 3.11 (the  "Trustee 
Information"),  or (ii) any  omission or alleged  omission to state
 therein a
material fact required to be stated therein or necessary to make
the statements  therein,  in light of the  circumstances in which
they
were made,  not  misleading;  provided,  by way of  clarification, 
that this paragraph  shall be construed  solely by reference to the
Trustee  Information and not to any other information  communicated
in connection with the Certificates,  without regard to whether the
Trustee Information or any portion thereof is presented together
with or separately from such other information.

         The  Depositor  shall  indemnify and hold harmless the
Trustee and 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 Trustee 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
Trustee,  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 Trustee 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 be deemed a default which may result in
the
termination  of the Trustee  pursuant to Section 5.07 and the
Depositor  may, upon notice  immediately  terminate all of the
rights and
obligations of the Trustee under this Agreement  without 
compensating  the Trustee for the same (but subject to the
Trustee's right to
reimbursement of all amounts for which it is entitled to be
reimbursed prior to the date of termination).  Upon such 
termination,  the
Trustee shall  immediately  transfer or cause to be transferred to
the successor  Trustee all Underlying  Certificates and other
assets
of the Trust Fund held by or on behalf of the Trustee.  This 
paragraph  shall  supersede any other  provision in this Agreement
or any
other  agreement to the  contrary.  Notwithstanding  anything to
the contrary in this  Agreement,  no default by the Trustee shall
have
occurred with respect to any failure to properly  prepare,  execute
 and/or timely file any report on Form 8-K, Form 10-D or Form 10-K,
any Form 15 or Form 12b-25 or any  amendments to Form 8-K,  10-D or
10-K,  where such failure  results from the Trustee's  inability or
failure to receive,  on a timely basis,  any information  from any
other party hereto needed to prepare,  arrange for execution or
file
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.

         (e)      Any report,  notice or  notification  to be
delivered by the Trustee 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.  Establishment  of Class V-A-3  Reserve  Account. 
(a) The Trustee  shall  establish and maintain with itself a
separate,
segregated trust account,  which shall be an Eligible Account, 
titled "Class V-A-3 Reserve Account, Wells Fargo Bank, N.A., as
Trustee
f/b/o Bear Stearns Structured Products Inc. Trust 2007-R8,  Series
2007-R8, Class V-A-3 Certificates".  Amounts received by the
Trustee
representing  any Additional  Class A-1 Interest  Amount  received
in respect of the Underlying  Group will be deposited into the
Class
V-A-3 Reserve Account for distribution to the Class V-A-3
Certificates as set forth herein. Funds on deposit in the Class
V-A-3 Reserve
Account shall remain  uninvested and shall be held in trust by the
Trustee for the Holders of the Class V-A-3  Certificates.  The
Class
V-A-3 Reserve Account will not represent an interest in any REMIC.

Section 3.13. Establishment of Group V Exchange Trust Account.

         (a)      The Group V Exchange  Trust Trustee,  for the
benefit of the Holders of Class V-A-1 Certificates and the
Partnership
  Certificates,  shall establish and maintain one or more trust
accounts (collectively,  the "Group V Exchange Trust Account"),
each of
  which shall be an Eligible Account, entitled "Wells Fargo Bank,
N.A., as Group V Exchange Trust trustee for the registered holders
of
  Bear Stearns Structured  Products Inc. Trust, Series 2007-R8,"
held in trust by the Group V Exchange Trust Trustee for the benefit
of
  the Holders of the Partnership Certificates. The Group V Exchange
Trust Trustee shall cause to be deposited directly into the Group V
  Exchange Trust Account all distributions  received by the Group V
Exchange Trust Trustee on any Class V-A-1  Certificates  after such
  Certificates have been deposited into the Group V Exchange Trust,
 from whatever source,  subsequent to the Closing Date. The Group V
  Exchange Trust Account is initially located at the address of the
Group V Exchange Trust Trustee.  The Group V Exchange Trust Trustee
  shall give notice to the Depositor, the Trustee and to the
applicable  Certificateholders of any new location of the Group V
Exchange
  Trust Account prior to any change  thereof.  The Group V Exchange
 Trust Trustee shall have the right to create  sub-accounts  of the
  Group V Exchange  Trust Account to facilitate  the 
administration  of funds.  Funds on deposit in the Group V Exchange
Trust Account
  shall remain uninvested.

         (b)      The  Trustee  shall  cause  all  distributions 
received  by   the  Trustee  on  any  Class  V-A-1 Certificates 
that
  have been  deposited into the Group V Exchange Trust to be
forwarded to the Group V Exchange Trust Trustee for deposit into
the Group
  V Exchange Trust Account.


                                                             
ARTICLE IV

                                                           THE
CERTIFICATES

Section 4.01. The Certificates.

           (a)          The  Depository  and the Trustee,  on
behalf of the Trust,  have entered  into a letter  agreement  dated
as of
  October 31, 2007 (the "Depository  Agreement").  Except as
provided in Subsection 4.01(b), the Certificates shall at all times
remain
  registered  in the name of the  Depository  or its  nominee  and
at all  times:  (i)  registration  of such  Certificates  may not
be
  transferred  by the  Trustee  except to a  successor  to the 
Depository;  (ii)  ownership  and  transfers  of  registration  of
such
  Certificates  on the books of the  Depository  shall be  governed
 by  applicable  rules  established  by the  Depository;  (iii) the
  Depository may collect its usual and customary fees,  charges and
expenses from its Depository  Participants;  (iv) the Trustee shall
  deal with the Depository as  representative  of the  Certificate 
Owners for purposes of exercising the rights of  Certificateholders
  under this  Agreement,  and requests and directions for and votes
of such  representative  shall not be deemed to be  inconsistent if
  they are made with  respect to different  Certificate  Owners; 
and (v) the Trustee may rely and shall be fully  protected in
relying
  upon information furnished by the Depository with respect to its
Depository Participants.

                  All transfers by Certificate  Owners of
Certificates  shall be made in accordance with the procedures 
established by
the Depository  Participant or brokerage firm representing  such
Certificate  Owners.  Each Depository  Participant shall only
transfer
Certificates of Certificate  Owners it represents or of brokerage
firms for which it acts as agent in accordance with the 
Depository's
normal procedures.

           (b)          If (i)(A) the  Depositor  advises the
Trustee in writing that the  Depository  is no longer  willing or
able to
  properly discharge its  responsibilities as Depository and (B)
the Trustee or the Depositor is unable to locate a qualified
successor
  within 30 days or (ii) after the occurrence and continuation of a
default  hereunder,  the Certificate Owners of not less than 51% of
  the Percentage  Interests of the  Certificates  advise the
Trustee and the Depository in writing through the depository 
participants
  that the continuation of a book-entry system with respect to the
Certificates  through the Depository (or its successor) is no
longer
  in the best interests of the Certificate  Owners, then the
Trustee shall request that the Depository notify all Certificate
Owners of
  the  occurrence  of  any  such  event  and of  the  availability 
of  definitive,  fully  registered  Certificates  (the  "Definitive
  Certificates")  to  Certificate  Owners.  Upon  surrender  to the
 Trustee of the  Certificates  by the  Depository,  accompanied  by
  registration  instructions from the Depository for  registration,
 the Trustee shall issue the Definitive  Certificates.  Neither the
  Depositor nor the Trustee shall be liable for any delay in
delivery of such  instructions and may conclusively  rely on, and
shall be
  protected in relying on, such instructions.

           (c)          The  Certificates  shall be  substantially 
in the forms set forth in Exhibit  A-1,  Exhibit A-2 or Exhibit A-3
  hereto.  The Certificates  s

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