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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