Pooling Agreement among Structured Asset Mortgage Investments II Inc., Wells Fargo Bank, N.A., and Group V Exchange Trust Trustee (October 31, 2007)

 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 ###-###-#### - Asset Backed Securities (Regulation AB), 17 C.F.R. §§ ###-###-#### ###-###-####, 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 ###-###-####-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 ###-###-####-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 ###-###-####. 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 ***@*** or, in the case of a notification, telephonically by calling Reg AB Compliance Manager at ###-###-####. 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 shall be executed by manual signature on behalf of the Trustee in its capacity as trustee hereunder by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were at the time of signing the proper officers of the Trustee shall be entitled to all benefits under this Agreement, subject to the following sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein executed by the Certificate Registrar by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Pending the preparation of Definitive Certificates, the Trustee may sign and the Certificate Registrar may authenticate temporary Certificates that are printed, lithographed or typewritten, in authorized denominations for Certificates, substantially of the tenor of the Definitive Certificates in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers or authorized signatories executing such Certificates may determine, as evidenced by their execution of such Certificates. If temporary Certificates are issued, the Depositor will cause Definitive Certificates to be prepared without unreasonable delay. After the preparation of Definitive Certificates, the temporary Certificates shall be exchangeable for Definitive Certificates upon surrender of the temporary Certificates at the office of the Trustee, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Trustee shall sign and the Certificate Registrar shall authenticate and deliver in exchange therefor a like aggregate principal amount, in authorized denominations, of Definitive Certificates. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same benefits as Definitive Certificates. (d) The Certificates will be initially registered as a single Certificate held by a nominee of the Depository, and beneficial interests will be held by investors through the book-entry facilities of the Depository in minimum denominations of $100,000 and increments of $1 in excess thereof. Section 4.02. Registration of Transfer and Exchange of Certificates. (a) At all times during the term of this Agreement, there shall be maintained at the office of a registrar (the "Certificate Registrar") a register (the "Certificate Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee is initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. For so long as the Trustee acts as Certificate Registrar, its Corporate Trust Office shall constitute the offices of the Certificate Registrar maintained for such purposes. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor and the Trustee, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Trustee resigns or is removed in accordance with the terms hereof, the successor Trustee shall immediately succeed to its predecessor's duties as Certificate Registrar. The Depositor and the Trustee shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. Every Certificateholder agrees with the Certificate Registrar and the Trustee that neither the Certificate Registrar, nor the Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. (b) Each Person who has or who acquires any Percentage Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Percentage Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Trustee and Depositor or their designees as its attorney-in-fact under clause (b)(iv) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (b)(v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Percentage Interest in a Class R Certificate are expressly subject to the following provisions: (i) Each Person holding or acquiring any Percentage Interest in a Class R Certificate shall be a Permitted Transferee and shall promptly notify the Trustee in writing of any change or impending change in its status as a Permitted Transferee. (ii) No Person shall acquire a Percentage Interest in a Class R Certificate unless such Percentage Interest is a pro rata undivided interest. (iii) In connection with any proposed transfer of any Percentage Interest in a Class R Certificate, the Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following: (A) an affidavit and agreement in the form of Exhibit G hereto (the "Residual Transfer Affidavit") from the proposed transferee, representing and warranting, amongst other things, that such transferee is a Permitted Transferee, that it is not acquiring its Percentage Interest in the Class R Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 4.02(b) and any other transfer restrictions applicable to the Class R Certificates and agrees to be bound by them; and (B) a certificate, in the form attached hereto as Exhibit F, from the Holder wishing to transfer the Class R Certificate, representing and warranting, among other things, that no purpose of the proposed transfer is to impede the assessment or collection of tax; and (C) all of such other documents as shall have been reasonably required by the Trustee as a condition to such registration. (iv) Any attempted or purported transfer of any Percentage Interest in a Class R Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the purported transferee. If any Disqualified Organization shall become a Holder of a Class R Certificate, then the last preceding prior Holder of such Class R Certificate that is a Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such transfer of such Class R Certificate. If a non-United States Person shall become a Holder of a Class R Certificate, then the last preceding Holder of such Class R Certificate that is a United States Person shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such transfer of such Class R Certificate. If a transfer of a Class R Certificate is disregarded pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding prior Holder of such Class R Certificate that is a Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such transfer of such Class R Certificate. The Trustee shall be under no liability to any Person for any registration of transfer of a Class R Certificate that is in fact not permitted by this Section or for making any distributions due on such Class R Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement so long as the Trustee received the related applicable documents specified in clause 4.02(a) and clause 4.02(b)(iii). The Trustee shall be entitled, but shall not be obligated, to recover, from any Holder of a Class R Certificate that was in fact not a Permitted Transferee at the time such distributions were made, all distributions made to such Holder on such Class R Certificate. Any such distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Class R Certificate that is a Permitted Transferee. (v) If any Person other than a Permitted Transferee acquires any Percentage Interest in a Class R Certificate in violation of the restrictions in this Section, then the Trustee shall have the right but not the obligation, without notice to the Holder of such Class R Certificate or any other Person, to notify the Depositor to arrange for the sale of such Class R Certificate. Such purported transferee shall promptly endorse and deliver each Class R Certificate in accordance with the instructions of the Trustee. Such purchaser may, but is not required to be, an affiliate of the Depositor. The proceeds of such sale, net of commissions (which may include commissions payable to the Depositor or its affiliates in connection with such sale), expenses and taxes due to the Depositor and/or the Trustee or otherwise, if any, will be remitted by the Trustee to the previous Holder of such Class R Certificate that is a Permitted Transferee, except that in the event that the Trustee determines that the Holder of such Class R Certificate may be liable for any amount due under this Section or any other provisions of this Agreement, the Trustee may withhold a corresponding amount from such remittance as security for such claim. The terms and conditions of any sale under this clause (v) shall be determined in the sole discretion of the Trustee and it shall not be liable to any Person as a result of its exercise of such discretion. (vi) If any Person other than a Permitted Transferee acquires any Percentage Interest in a Class R Certificate in violation of the restrictions in this Section, then the Trustee will provide to the Internal Revenue Service, and to certain Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), all information necessary to compute any tax imposed (A) as a result of the transfer of a Percentage Interest in a Class R Certificate to any Person who is a Disqualified Organization, including the information regarding "excess inclusions" of such Class R Certificates, and (B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate or organization described in Section 1381 of the Code that holds an Ownership Interest in a Class R Certificate having as among its record holders at any time any Person who is a Disqualified Organization. The Trustee will be entitled to additional reasonable compensation from such Person for the cost of providing such information, but the Trustee shall in all events be required to furnish such information. (vii) Notwithstanding the delivery of a Residual Transfer Affidavit by a proposed transferee under clause (iii)(A) above, if a Responsible Officer of the Trustee who is assigned to this Agreement has actual knowledge that the proposed transferee is not a Permitted Transferee, no transfer of a Percentage Interest in a Class R Certificate to such proposed transferee shall be effected. (viii) Each Person holding or acquiring any Percentage Interest in a Class R Certificate shall agree (x) to require a Residual Transfer Affidavit from any other Person to whom such Person attempts to transfer its Percentage Interest in a Class R Certificate and (y) not to transfer its Percentage Interest unless it provides a certificate to the Trustee in the form attached hereto as Exhibit F. (ix) Each Person holding or acquiring a Percentage Interest in a Class R Certificate, by purchasing a Percentage Interest in such Certificate, agrees to give the Trustee written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring a Percentage Interest in a Class R Certificate, if it is, or is holding a Percentage Interest in a Class R Certificate on behalf of, a "pass-through interest holder." The foregoing provisions of this Section shall cease to apply to transfers occurring on or after the date on which there shall have been delivered to the Trustee, in form and substance satisfactory to the Trustee, an Opinion of Counsel addressed to the Trustee and to the effect that such transfers will not cause REMIC I or REMIC II to fail to qualify as a REMIC or have any adverse impact on such REMIC. (c) Subject to the preceding subsections, upon surrender for registration of transfer of any Certificate at the offices of the Certificate Registrar maintained for such purpose, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate Percentage Interest. (d) At the option of any Holder, its Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at the offices of the Certificate Registrar maintained for such purpose. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. (e) Every Certificate presented or surrendered for transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing. (f) No service charge shall be made for any transfer or exchange of Certificates (except as provided in Section 4.05 with respect to the exchange of any Exchangeable Certificates or Exchanged Certificates), but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. (g) All Certificates surrendered for transfer and exchange shall be destroyed by the Certificate Registrar without liability on its part. Section 4.03. Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Trustee and the Certificate Registrar receive evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) (except in the case of a mutilated Certificate) there is delivered to the Trustee and the Certificate Registrar such agreement, security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee or the Certificate Registrar that such Certificate has been acquired by a protected purchaser, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Percentage Interest but bearing a number not contemporaneously outstanding. Upon the issuance of any new Certificate under this Section, the Trustee may require the payment by the Certificateholder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Any duplicate Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Section 4.04. Persons Deemed Owners. Prior to due presentment of a Certificate for registration of transfer, the Depositor, the Trustee, the Certificate Registrar and any agent of the Depositor, the Trustee or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 3.05 and for all other purposes whatsoever, and none of the Depositor, the Trustee, the Certificate Registrar nor any agent of the Depositor, the Trustee or the Certificate Registrar shall be affected by notice to the contrary. Section 4.05. Exchangeable Certificates. (a) Upon the presentation and surrender by any Holder of its Exchangeable Certificates in the appropriate combination as set forth on Schedule B, such Holder shall hereunder transfer, assign, set over and otherwise convey to the Trustee, all of such Holder's right, title and interest in and to such Exchangeable Certificates, including all payments of interest thereon received after the month of the exchange. (b) The Trustee acknowledges the transfer and assignment of Exchangeable Certificates pursuant to the foregoing paragraph, and hereby declares that it will hold the same in trust for the Certificateholders on the terms in this Agreement contained. (c) Exchangeable Certificates shall be exchangeable on the books of DTC for Exchanged Certificates, and Exchanged Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice to the Trustee substantially in the forms of Exhibit H hereto and under the terms and conditions hereinafter set forth. (d) In the case of each Combination Group, Certificates of the Classes of Exchangeable Certificates in such Combination Group shall be exchangeable for Certificates of the Class of Exchanged Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial principal amounts of such Exchangeable Certificates bear to the original principal or notional amounts of the related Exchanged Certificates, as set forth in Schedule B. Upon any such exchange the portions of the Exchangeable Certificates designated for exchange shall be deemed cancelled and replaced by the Exchanged Certificate issued in exchange therefor. Correspondingly, except with respect to the Partnership Certificates, Exchanged Certificates related to a Combination Group may be further designated for exchange for Certificates of the Exchangeable Classes in such Combination Group in respective denominations determined based on the proportion that the initial principal amounts of such Exchangeable Certificates bear to the original principal or notional amounts of the related Exchanged Certificates, as set forth in Schedule B. Except with respect to exchanges of the Partnership Certificates, there shall be no limitation on the number of exchanges authorized pursuant to this Section 4.05. Exchanges for the Partnership Certificates pursuant to this Section 4.05 may only be made within six months from the Closing Date, after which no exchanges for any Partnership Certificates shall be permitted. Notwithstanding the foregoing, the Depositor may agree to extend the period of time upon written notice to the Trustee and with the written consent of the requesting Holder to exchange for Partnership Certificates. The Partnership Certificates may not be exchanged for Certificates of the related Exchangeable Classes in the related Combination Group. (e) In order to effect an exchange of Certificates, the Certificateholder shall notify the Trustee by e-mail at ***@***,  ***@*** and ***@*** no later than seven Business Days before the proposed exchange date. The exchange date may be any Business Day from and including the 25th day of the month to the second to the last Business Day of the month subject to the Trustee's approval. The notice must be on the Certificateholder's letterhead, carry a medallion signature guarantee and set forth the following information: the CUSIP number of both Certificates to be exchanged and Certificates to be received, outstanding principal amount and/or notional amount and the original principal amount and/or notional amount of the Certificates to be exchanged; the Certificateholder's DTC participant number; and the proposed exchange date. After receiving the notice, the Trustee shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. The Trustee will utilize the Deposit and Withdrawal System at DTC to exchange the certificates. A notice becomes irrevocable on the seventh Business Day before the proposed exchange date. (f) Notwithstanding any other provision herein set forth, a fee shall be payable by Bear, Stearns to the Trustee in connection with each exchange equal to $5,000. To the extent the Partnership Certificates are issued, a fee shall be payable by Bear, Stearns to the Group V Exchange Trust Trustee in connection with partnership tax reporting for the Group V Certificates in an amount equal to $15,000. (g) The Group V Exchange Trust shall be established and maintained by the Group V Exchange Trust Trustee hereunder for the purpose of any exchange involving the issuance of Partnership Certificates. The Trustee shall notify the Group V Exchange Trust Trustee of any such proposed exchange, and the Group V Exchange Trust Trustee shall deposit the related Class V-A-1 Certificates into the Group V Exchange Trust and issue the corresponding Partnership Certificates, which shall represent an ownership interest in the Group V Exchange Trust. (h) The Trustee or the Group V Exchange Trust Trustee, as applicable, shall make the first distribution on an Exchanged Certificate or an Exchangeable Certificate received in an exchange transaction on the Distribution Date in the following month to the Certificateholder of record as of the close of business on the last day of the month of the exchange. (i) Any Holder of a Class V-A-1 Certificate that exchanges its Certificate for Partnership Certificates shall agree, as specified in Exhibit H, to provide written notice to the Group V Exchange Trust Trustee of any transfer of such Partnership Certificates (other than a transfer of all such Partnership Certificates to a single person for federal income tax purposes). ARTICLE V THE TRUSTEE Section 5.01. Duties of the Trustee and Group V Exchange Trust Trustee. (a) Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments which are specifically required to be furnished to the Trustee or the Group V Exchange Trust Trustee pursuant to any provision of this Agreement, the Trustee or the Group V Exchange Trust Trustee shall examine them to determine whether they are in the form required by this Agreement and the Underlying Agreements; provided, however, that the Trustee or the Group V Exchange Trust Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished hereunder; provided, further, that the Trustee or the Group V Exchange Trust Trustee shall not be responsible for the accuracy or verification of any calculation provided to it pursuant to this Agreement. The Trustee or the Group V Exchange Trust Trustee shall notify the Certificateholders, and the Rating Agencies of any such documents which do not materially conform to the requirements of this Agreement in the event that the Trustee or the Group V Exchange Trust Trustee, after so requesting of the party required to deliver the same, does not receive satisfactorily corrected documents or a satisfactory explanation regarding any such nonconformities. (b) No provision of this Agreement shall be construed to relieve the Trustee or the Group V Exchange Trust Trustee, as applicable, from liability for its own negligent action, its own negligent failure to act or its own willful misconduct; provided, however, that: (i) The duties and obligations of the Trustee or the Group V Exchange Trust Trustee, as applicable, shall be determined solely by the express provisions of this Agreement, the Trustee or the Group V Exchange Trust Trustee shall not be liable except for the performance of their respective duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or Group V Exchange Trust Trustee and, in the absence of bad faith on the part of the Trustee or the Group V Exchange Trust Trustee, the Trustee or the Group V Exchange Trust Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or the Group V Exchange Trust Trustee, as applicable, and conforming to the requirements of this Agreement; (ii) The Trustee or the Group V Exchange Trust Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Group V Exchange Trust Trustee, as applicable, unless it shall be proved that the Trustee or the Group V Exchange Trust Trustee, as applicable, was negligent in ascertaining the pertinent facts; (iii) The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Majority Certificateholders in accordance with the terms of this Agreement, as to the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or other power conferred upon the Trustee under this Agreement; (iv) The Trustee shall not in any way be liable by reason of any insufficiency in any Account held by or in the name of the Trustee unless it is determined by a court of competent jurisdiction that the Trustee's gross negligence or willful misconduct was the primary cause of such insufficiency (except to the extent that the Trustee is obligor and has defaulted thereon); (v) Anything in this Agreement to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; (vi) Neither the Depositor nor the Trustee shall be responsible for the acts or omissions of the other, it being understood that this Agreement shall not be construed to render them partners, joint venturers or agents of one another; (vii) Neither Trustee nor the Group V Exchange Trust Trustee shall be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it; provided that this provision shall not be deemed to abrogate the responsibilities undertaken by the Trustee or the Group V Exchange Trust Trustee hereunder to perform routine administrative duties in accordance with the terms of this Agreement; (viii) Neither Trustee nor the Group V Exchange Trust Trustee shall be deemed to have notice of any fact or circumstance upon the occurrence of which it may be required to take action hereunder unless a Responsible Officer of the Trustee or the Group V Exchange Trust Trustee has actual knowledge of such event, fact or circumstance or unless written notice of any such event is received by the Trustee or the Group V Exchange Trust Trustee at its Corporate Trust Office; and (ix) Except for those actions that the Trustee or the Group V Exchange Trust Trustee is required to take hereunder, the Trustee or the Group V Exchange Trust Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder in the absence of written direction as provided hereunder. Section 5.02. Certain Matters Affecting the Trustee and Group V Exchange Trust Trustee. Except as otherwise provided in Section 5.01: (i) The Trustee or the Group V Exchange Trust Trustee, as applicable, may rely and shall be protected in acting or refraining from acting in reliance on any resolution, Officers' Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) The Trustee or the Group V Exchange Trust Trustee, as applicable, may consult with counsel and any advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel; (iii) The Trustee or the Group V Exchange Trust Trustee, as applicable, shall not be under any obligation to exercise any of the trusts or powers vested in it by this Agreement, other than its obligation to give notices pursuant to this Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Group V Exchange Trust Trustee, as applicable, reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; (iv) Each of the Trustee and the Group V Exchange Trust Trustee, as applicable, shall not be liable in its individual capacity for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement; (v) The Trustee or the Group V Exchange Trust Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, but the Trustee or the Group V Exchange Trust Trustee in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee or the Group V Exchange Trust Trustee shall determine to make such further inquiry or investigation, it shall be entitled to the extent reasonable under the circumstances to examine the books, records and premises of such Person, personally or by agent or attorney; (vi) The Trustee or the Group V Exchange Trust Trustee, as applicable, may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and shall not be liable for the default or misconduct of any such agents or attorneys if selected with reasonable care; and (vii) The right of the Trustee or the Group V Exchange Trust Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee or the Group V Exchange Trust Trustee, as applicable, shall not be accountable for other than its negligence or willful misconduct in the performance of any such act. Section 5.03. Trustee and Group V Exchange Trust Trustee Not Liable for Certificates or Underlying Certificates. The recitals contained herein and in the Certificates (other than the statements attributed to, and the representations and warranties of, the Trustee in Section 2.03(b) and the signature and countersignature of the Certificate Registrar on the Certificates) shall not be taken as the statements of the Trustee or the Group V Exchange Trust Trustee, and the Trustee and the Group V Exchange Trust Trustee shall not have any responsibility for their correctness. The Trustee and the Group V Exchange Trust Trustee make no representation as to the validity or sufficiency of this Agreement (other than as specifically set forth in Section 2.03(b)), the Underlying Agreements or of the Certificates (other than that the Certificates shall be duly and validly executed by the Trustee or the Group V Exchange Trust Trustee and authenticated by it as Certificate Registrar) or of the Underlying Certificates or any related document. The Trustee or the Group V Exchange Trust Trustee shall not be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect of the assignment and delivery of the Underlying Certificates. Section 5.04. Trustee and Group V Exchange Trust Trustee May Own Certificates. Each of the Trustee and the Group V Exchange Trust Trustee in its individual capacity or in any capacity other than as Trustee or the Group V Exchange Trust Trustee, as applicable, hereunder may become the owner or pledgee of any Certificates with the same rights it would have if it were not Trustee or the Group V Exchange Trust Trustee, as applicable, and may otherwise deal with the parties hereto. Section 5.05. Trustee's and Group V Exchange Trust Trustee's Fees and Expenses. (a) The Trustee and the Group V Exchange Trust Trustee shall be reimbursed for all expenses and fees incurred in connection with this agreement by Bear, Stearns. (b) [Reserved] (c) The Trustee, the Group V Exchange Trust Trustee and any director, officer, employee or agent of the Trustee or the Group V Exchange Trust Trustee shall be entitled to be indemnified and held harmless by Bear, Stearns against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees and expenses, damages, judgments, amounts paid in settlement and out-of-pocket expenses) arising out of, or incurred in connection with this Agreement, the Underlying Agreements, the Underlying Certificates and the Certificates and the exercise and performance of any of the powers and duties of the Trustee or the Group V Exchange Trust Trustee hereunder or thereunder; provided that neither the Trustee, the Group V Exchange Trust Trustee nor any of the other above specified Persons, as applicable, shall be entitled to indemnification pursuant to this Section 5.05(c) for any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee's or Group V Exchange Trust Trustee's obligations and duties hereunder, or by reason of reckless disregard of such obligations or duties. The provisions of this Section 5.05 shall survive any resignation or removal of the Trustee or Group V Exchange Trust Trustee, as applicable, and appointment of a successor Trustee or successor Group V Exchange Trust Trustee. Section 5.06. Eligibility Requirements for Trustee and Group V Exchange Trust Trustee. The Trustee and the Group V Exchange Trust Trustee and any successor Trustee or successor Group V Exchange Trust Trustee shall during the entire duration of this Agreement be a state bank or trust company or a national banking association organized and doing business under the laws of such state or the United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital, and surplus and undivided profits of at least $50,000,000 (or shall be a member of a bank holding system, the combined capital and surplus of which is at least $50,000,000) and subject to supervision or examination by federal or state authority. If the Trustee or the Group V Exchange Trust Trustee, as applicable, publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its total equity capital (combined capital and surplus) as set forth in its most recent report of condition so published. The Trustee and the Group V Exchange Trust Trustee shall at all times meet the requirements of Section 26(a)(1) of the Investment Company Act and shall in no event be an Affiliate of the Depositor or of any Person involved in the organization or operation of the Depositor. In case at any time the Trustee or the Group V Exchange Trust Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 5.07. The Trustee and the Group V Exchange Trust Trustee, and any successors thereto, shall at all times be the same Person. Section 5.07. Resignation and Removal of the Trustee and Group V Exchange Trust Trustee. (a) The Trustee and Group V Exchange Trust Trustee, together, may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the Depositor and the Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee and a successor Group V Exchange Trust Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning trustee, the resigning Group V Exchange Trust trustee, the successor Trustee and the successor Group V Exchange Trust Trustee. If no successor Trustee and Group V Exchange Trust Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee and Group V Exchange Trust Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee and successor Group V Exchange Trust Trustee. (b) If at any time the Trustee or the Group V Exchange Trust Trustee shall cease to be eligible in accordance with the provisions of Section 5.06 and shall fail to resign after written request therefor by the Depositor or the Majority Certificateholders, or if at any time the Trustee or the Group V Exchange Trust Trustee, as applicable, shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Group V Exchange Trust Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Group V Exchange Trust Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor shall promptly remove the Trustee and Group V Exchange Trust Trustee and appoint a successor Trustee and successor Group V Exchange Trust Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee and Group V Exchange Trust Trustee so removed and one copy to the successor Trustee and Group V Exchange Trust Trustee. (c) Majority Certificateholders may at any time remove the Trustee and the Group V Exchange Trust Trustee and appoint a successor Trustee and Group V Exchange Trust Trustee by written instrument or instruments, in quadruplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, the Trustee and the Group V Exchange Trust Trustee so removed and the successor Trustee and Group V Exchange Trust Trustee so appointed. A copy of such instrument shall be delivered to the Certificateholders by the Depositor. All reasonable out-of-pocket costs and expenses incurred in connection with such removal and replacement of the Trustee and the Group V Exchange Trust Trustee, including without limitation, reasonable attorneys fees and expenses, shall be borne by the party requesting such action. (d) No resignation or removal of the Trustee and Group V Exchange Trust Trustee and appointment of a successor Trustee and Group V Exchange Trust Trustee pursuant to any of the provisions of this Section shall become effective except upon appointment of and acceptance of such appointment by the successors as provided in Section 5.08 and (ii) no entity may be appointed as a successor Trustee and Group V Exchange Trust Trustee if such appointment would result in a withdrawal or downgrading of any then current rating assigned to the Certificates by the Rating Agencies. Section 5.08. Successor Trustee and Successor Group V Exchange Trust Trustee. (a) Any successor Trustee and Group V Exchange Trust Trustee appointed as provided in Section 5.07 shall execute, acknowledge and deliver to the Depositor, the Certificateholders and to its predecessor Trustee and Group V Exchange Trust Trustee an instrument accepting such appointment hereunder. The resignation or removal of the predecessor Trustee and Group V Exchange Trust Trustee shall then become effective and the successor Trustee and Group V Exchange Trust Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee or Group V Exchange Trust Trustee herein. The predecessor Trustee and Group V Exchange Trust Trustee shall after payment of its outstanding fees and expenses promptly deliver to the successor Trustee and Group V Exchange Trust Trustee the Underlying Certificates, the other assets of the Trust Fund, and related documents and statements held by it hereunder, and the Depositor and the predecessor Trustee and Group V Exchange Trust Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee and Group V Exchange Trust Trustee all such rights, powers, duties and obligations. (b) No successor Trustee and Group V Exchange Trust Trustee shall accept appointment as provided in this Section unless at the time of such acceptance (i) such successor Trustee and Group V Exchange Trust Trustee shall be eligible under the provisions of Section 5.06, and (ii) such successor Trustee and successor Group V Exchange Trust Trustee shall be the same Person. (c) Upon acceptance of appointment by a successor Trustee or successor Group V Exchange Trust Trustee, as provided in this Section, the successor Trustee and successor Group V Exchange Trust Trustee, as applicable, shall mail notice of the succession of such Trustee and Group V Exchange Trust Trustee hereunder to all Certificateholders at their addresses as shown in the Certificate Register and to the Rating Agencies. The Depositor shall cause such notice to be mailed at the expense of the Depositor. (d) Notwithstanding anything in this Agreement or the Underlying Agreements to the contrary, in the event that the paying agent for the Underlying Series resigns or is terminated, the Trustee (if it was such paying agent) or the Group V Exchange Trust Trustee (if it was such paying agent), if applicable, shall resign as Trustee or Group V Exchange Trust Trustee, as applicable, under this Agreement and the Depositor may appoint the successor paying agent as the successor to the Trustee or Group V Exchange Trust Trustee hereunder. Section 5.09. Merger or Consolidation of Trustee or Group V Exchange Trust Trustee. Any state bank or trust company or national banking association into which the Trustee or the Group V Exchange Trust Trustee may be merged or converted or with which it may be consolidated or any state bank or trust company or national banking association resulting from any merger, conversion or consolidation to which the Trustee or the Group V Exchange Trust Trustee shall be a party, or any state bank or trust company or national banking association succeeding to all or substantially all of the corporate trust business of the Trustee or the Group V Exchange Trust Trustee shall be the successor of the Trustee or the Group V Exchange Trust Trustee, as applicable, hereunder, provided such state bank or trust company or national banking association shall be eligible under the provisions of Section 5.06. Such succession shall be valid without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Trustee shall mail notice of any such merger or consolidation to the Depositor and to the Certificateholders at their address as shown in the Certificate Register. Section 5.10. Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or property constituting the same may at the time be located, the Depositor and the Trustee or Group V Exchange Trust Trustee, as applicable, acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee or the Group V Exchange Trust Trustee, as applicable, and the Depositor to act as co-trustee or co-trustees, jointly with the Trustee or the Group V Exchange Trust Trustee, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 5.10, such powers, duties, obligations, rights and trusts as the Depositor and the Trustee or the Group V Exchange Trust Trustee, as applicable, may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee or successor Group V Exchange Trust Trustee under Section 5.06 hereunder; provided, that if the co-trustee or separate trustee does not meet such eligibility standards, the Trustee or the Group V Exchange Trust Trustee, as applicable, shall remain liable for its actions hereunder, and no notice to Certificateholders of the appointment of co-trustee(s) or separate trustee(s) shall be required under Section 5.08 hereof. (b) If the Depositor shall not have joined in such appointment within 15 days after the receipt by it of a written request so to do, the Trustee or the Group V Exchange Trust Trustee, as applicable, shall have the power to make such appointment without the Depositor. (c) In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 5.10, all rights, powers, duties and obligations conferred or imposed upon the Trustee or the Group V Exchange Trust Trustee, as applicable, and required to be conferred on such co-trustee shall be conferred or imposed upon and exercised or performed jointly by the Trustee or the Group V Exchange Trust Trustee, as applicable, and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee or the Group V Exchange Trust Trustee, as applicable, shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee or the Group V Exchange Trust Trustee, as applicable. (d) Any notice, request or other writing given to the Trustee or the Group V Exchange Trust Trustee, as applicable, shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article V. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or the Group V Exchange Trust Trustee, as applicable, or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee or the Group V Exchange Trust Trustee, as applicable. Every such instrument shall be filed with the Trustee or the Group V Exchange Trustee, as applicable. (e) To the extent not prohibited by law, any separate trustee or co-trustee may, at any time, request the Trustee or the Group V Exchange Trust Trustee, as applicable, its agent or attorney-in-fact, with full power and authority, to do any lawful act under or with respect to this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee or the Group V Exchange Trust Trustee, as applicable, to the extent permitted by law, without the appointment of a new or successor Trustee or Group V Exchange Trust Trustee. (f) No trustee under this Agreement shall be personally liable by reason of any act or omission of another trustee under this Agreement. The Depositor and the Trustee or the Group V Exchange Trust Trustee, as applicable, acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. ARTICLE VI THE DEPOSITOR Section 6.01. Liability of the Depositor. The Depositor shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by the Depositor herein. Section 6.02. Merger, Consolidation or Conversion of the Depositor. Subject to the following paragraph, the Depositor will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the Certificates and to perform its duties under this Agreement. The Depositor may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor shall be a party, or any Person succeeding to the business of the Depositor, shall be the successor of the Depositor hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 6.03. Limitation on Liability of the Depositor and Others. Neither the Depositor nor any of the directors, officers, employees or agents of the Depositor shall be under any liability to the Trust or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor or any such other Person against any breach of a representation or warranty made herein, or against any expense or liability specifically required to be borne thereby pursuant to the terms hereof, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties hereunder, or by reason of reckless disregard of such obligations and duties. The Depositor and any director, officer, employee or agent of the Depositor may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. Provided that such action is not related to its representations made in or its duties under this Agreement, the Depositor shall not be under any obligation to appear in, prosecute or defend any action or proceeding unless such action in its opinion does not involve it in any expense or liability. ARTICLE VII TERMINATION Section 7.01. Termination. (a) The respective obligations and responsibilities of the Depositor and the Trustee created hereby with respect to the Certificates (other than the obligation to make certain payments, any obligations under Section 5.05 and the obligation to send certain notices to Certificateholders as hereinafter set forth) shall terminate upon the later of (i) the making of the final payment on or other liquidation of the Underlying Certificates and (ii) the payment to Certificateholders of all amounts required to be paid to them pursuant to this Agreement; provided, however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James's, living on the date hereof. (b) The Trustee shall, in accordance with Section 7.05, give a Notice of Final Distribution to the Holders, the Depositor and the Rating Agencies as soon as practicable of the Distribution Date on which the Trustee anticipates that the final distribution will be made on the Certificates, which notice shall: (i) specify the Distribution Date on which the final distribution is anticipated to be made to Holders; (ii) specify the amount of any such final distribution, if known; and (iii) state that the final distribution to the Holders will be made only upon presentment and surrender of their Certificates at the office of the Trustee therein specified. If the payment on the Certificates is not made on the anticipated Distribution Date for any reason, the Trustee shall promptly mail notice thereof to each Holder, the Depositor and to the Rating Agencies. (c) Upon presentment and surrender of Certificates by the Holders of such Certificates on the Final Distribution Date, the Trustee shall distribute to such Certificateholders the amounts otherwise distributable to them on such Distribution Date pursuant to Section 3.05(a). Any funds not distributed on a Final Distribution Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, and the Trust Fund shall terminate. If any Certificates as to which Notice of Final Distribution has been given pursuant to this Section 7.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trustee shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Trustee shall directly or through an agent, take reasonable steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Trustee shall segregate all amounts distributable to the Holders thereof and shall thereafter hold such amounts for the benefit of such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 7.01. Section 7.02. Additional Termination Requirements. (a) Each REMIC that comprises part of the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Trustee has been furnished with an Opinion of Counsel addressed to the Trustee (which opinion shall not be at the expense of the Trustee) to the effect that the failure of the Trust to comply with the requirements of this Section 7.02 will not (i) result in the imposition of taxes on "prohibited transactions" as defined in Section 860F of the Code on such REMIC or (ii) cause such REMIC to fail to qualify as a REMIC at any time that any Certificates (other than Group V Certificates) are outstanding: (i) within 90 days prior to the final Distribution Date for the Certificates (other than the Group V Certificates), at the written direction of Depositor, the Trustee, as agent for the Tax Matters Person, shall adopt a plan of complete liquidation of each REMIC. Such plan, which shall be provided to the Trustee by Depositor, shall meet the requirements of a "qualified liquidation" under Section 860F of the Code and any regulations thereunder; and (ii) the Depositor shall notify the Trustee at the commencement of such 90-day liquidation period and, at or prior to the time of making of the final payment on the Certificates (other than the Group V Certificates), the Trustee shall sell or otherwise dispose of all of the remaining assets of the Trust Fund (other than the Underlying Group V Certificates) in accordance with the terms hereof. (b) The Trustee and, by their acceptance of the Residual Certificates, the Holders thereof, hereby (i) agree to adopt such a plan of complete liquidation of the related REMIC upon the written request of the Depositor, and to take such action in connection therewith as may be reasonably requested by the Depositor and (ii) appoint the Depositor as their attorney-in-fact, with full power of substitution, for purposes of adopting such a plan of complete liquidation. The Trustee shall adopt such plan of liquidation by filing the appropriate statement on the final tax return of each REMIC. ARTICLE VIII TAX ADMINISTRATION Section 8.01. REMIC ADMINISTRATION. (a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interests in the REMICs shall be as designated in the Preliminary Statement. The Trustee shall not permit the creation of any "interests" (within the meaning of Section 860G of the Code) in REMIC I or REMIC II other than the "regular interests" and "residual interests" so designated. (b) The Closing Date is hereby designated as the "Startup Day" of REMIC I and REMIC II within the meaning of section 860G(a)(9) of the Code. (c) The Trustee shall pay any and all tax related expenses (not including taxes) of the REMICs, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to the REMICs that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, but not including expenses of an audit or expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder or are otherwise payable by the Trustee pursuant to Section 8.03. (d) The Trustee shall be responsible for preparing, at its own expense, and filing in a timely manner, on behalf of REMIC I and REMIC II such Tax Returns as are required to be so filed, using a calendar year as the taxable year of REMIC I and REMIC II on an accrual basis. The Trustee shall sign all such tax returns. The Depositor shall provide the Trustee within 30 days of the Closing Date all information deemed necessary by the Trustee to fulfill its obligations under this Section 8.01(d). The Trustee shall furnish to each Holder of a REMIC II Regular Interest and Class R Certificateholder at the time required by law such information reports or returns as are required by applicable federal, state or local law with respect to REMIC I and REMIC II to enable such Holders to prepare their tax returns and will furnish comparable information to the IRS and other taxing authorities as and when required by law to do so. (e) The Holder of the Class R Certificates at any time holding the largest Percentage Interest thereof shall be designated the "tax matters person" as defined in the REMIC Provisions (the "Tax Matters Person") with respect to REMIC I and REMIC II in the manner provided under Treasury regulations section 1.860F-4(d) and Treasury regulations section ###-###-####(a)(7)-1 and shall act as Tax Matters Person for REMIC I and REMIC II. Any Holder of a Residual Certificate will by acceptance thereof appoint the Trustee as agent and attorney-in-fact for the purpose of acting as Tax Matters Person for REMIC I and REMIC II during such time as the Trustee does not own any such Residual Certificate. In the event that the Code or applicable Treasury regulations prohibit the Trustee from signing tax or information returns or other statements, or the Trustee from acting as agent for the Tax Matters Person, the Trustee shall take whatever action that in its sole good faith judgment is necessary for the proper filing of such information returns or for the provision of a tax matters person. Each Holder of a Residual Certificate shall be bound by this Section. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of REMIC I and REMIC II all reporting and other tax compliance duties that are the responsibility of such REMICs under the Code, the REMIC Provisions, or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the holders of the REMIC II Regular Interests and the Class R Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Trustee shall, at the expense of the Trust Fund (unless such expenses are incurred by reason of the Trustee's willful misfeasance, bad faith or gross negligence), represent REMIC I and REMIC II in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of REMIC I or REMIC II, as the case may be, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of REMIC I or REMIC II, as the case may be, and otherwise act on behalf of REMIC I or REMIC II in relation to any tax matter or controversy involving the Trust Fund. (f) The Trustee and the Holders of Certificates shall take any action or cause REMIC I or REMIC II to take any action necessary or desirable to create or maintain the status of REMIC I and REMIC II as REMICs under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. Neither the Trustee nor the Holder of any Certificate shall knowingly or intentionally take any action, cause the Trust, REMIC I or REMIC II to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of either REMIC as a REMIC or (ii) result in the imposition of a tax upon either REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth in Section 860G(d) of the Code) (either such event, in the absence of an Opinion of Counsel or the indemnification referred to in this sentence, an "Adverse REMIC Event") unless the Trustee shall have received an Opinion of Counsel addressed to the Trustee (at the expense of the party seeking to take such action or, if such party fails to pay such expense and the Trustee determines that taking such action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust Fund, but in no event at the expense of the Trustee) to the effect that the contemplated action will not endanger such status or, result in the imposition of such a tax. In addition, prior to taking any action with respect to REMIC I, REMIC II, or the Trust, or causing REMIC I, REMIC II or the Trust to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee, or its designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to either REMIC, and no such Person shall take any such action or cause REMIC I, REMIC II, or the Trust to take any such action as to which the Trustee has advised it in writing that such an Adverse REMIC Event could occur. At all times as may be required by the Code, the Trustee will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of REMIC I and REMIC II as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code. (g) Except as provided in Section 8.03, each Holder of a Residual Certificate shall pay when due its Percentage Interest of any and all taxes imposed on REMIC I and REMIC II by federal or state governmental authorities. To the extent that such taxes are not paid by the Residual Certificateholders, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the related Residual Certificate or, if no such amounts are available, out of other amounts held in any Certificate Account and available for distribution to the Certificateholders (other than the Group V Certificateholders), and shall reduce amounts otherwise payable to Holders of regular interests in the affected REMIC. (h) Following the Startup Day, the Trustee shall not accept any contributions of assets to REMIC I or REMIC II unless the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in such REMIC will not cause such REMIC to fail to qualify as a REMIC at any time that any REMIC II Regular Interests or Class R Certificates are outstanding or subject such REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances. (i) The Trustee shall not enter into any arrangement by which either REMIC I or REMIC II will receive a fee or other compensation for services or permit either REMIC to receive any income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as defined in Section 860G(a)(5) of the Code. (j) On or before April 15 of each calendar year beginning in 2008, the Trustee shall deliver to each Residual Certificateholder a certificate signed by a Responsible Officer stating the Trustee's compliance with the provisions of this Section 8.01. (k) Within 60 days after the Closing Date, the Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete and timely file with the Internal Revenue Service Forms 8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for each of REMIC I and REMIC II. (l) The Trustee shall, for federal income tax purposes, maintain books and records with respect to REMIC I and REMIC II on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions. (m) The Trustee shall provide (i) to any transferor of a Class R Certificate such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a Permitted Transferee, (ii) to holders of REMIC II Regular Interests or Class R Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue discount and market discount or premium and (iii) to the Internal Revenue Service the names, titles, addresses and telephone numbers of the persons who will serve as the representatives of REMIC I and REMIC II. Section 8.02. Prohibited Transactions and Activities. Neither the Depositor nor the Trustee shall sell, dispose of, or substitute for, any Underlying Certificates (other than the Underlying Group V Certificates), except in a disposition pursuant to the bankruptcy of REMIC I, REMIC II, or the Trust, nor acquire any assets for REMIC I or REMIC II, nor sell or dispose of any investments in any Certificate Account for gain, nor accept any contributions to REMIC I or REMIC II after the Closing Date, unless it has received an Opinion of Counsel addressed to the Trustee (at the expense of the party causing such sale, disposition, acquisition, substitution or acceptance) that such sale, disposition, acquisition, substitution or acceptance will not (a) affect adversely the status of either REMIC as a REMIC or of the interests therein other than the Residual Certificates as the regular interests therein, (b) affect the distribution of interest or principal on the REMIC II Regular Interests or Class R Certificates, (c) result in the encumbrance of the assets transferred or assigned to the Trust (except pursuant to the provisions of this Agreement) or (d) cause either REMIC to be subject to a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions. Section 8.03. Indemnification with respect to Certain Taxes and Loss of REMIC Status. In the event that any tax is imposed on "prohibited transactions" of REMIC I or REMIC II as defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure property" of REMIC I or REMIC II as defined in Section 860G(c) of the Code, on any contribution to REMIC I or REMIC II after the Startup Day pursuant to Section 860G(d) of the Code, or any other tax is imposed by the Code or any application provisions of state or local tax laws (collectively "Losses"), such Losses shall be paid by the Trustee, if such Losses arises out of or results from a breach by the Trustee of any of its obligations under this Agreement; provided, however, that the Trustee shall not be liable for any such Losses attributable to the action or inaction of the Depositor or the Holder of such Residual Certificate, as applicable, or for any such Losses resulting from misinformation provided by the Holder of such Residual Certificate on which the Trustee has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Residual Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall the Trustee have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Trustee of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates). Section 8.04. Distributions on the Uncertificated REMIC I Regular Interests. (a) On each Distribution Date the Trustee shall be deemed to distribute to itself, as the holder of the Uncertificated REMIC I Regular Interests, the following amounts (the "Uncertificated REMIC I Regular Interest Distribution Amounts") in the following order of priority to the extent of the Available Funds for each Certificate Group other than the Group V Certificates: (i) Uncertificated Accrued Interest on the Uncertificated REMIC I Regular Interests for such Distribution Date, plus any Uncertificated Accrued Interest thereon remaining unpaid from any previous Distribution Date; and (ii) In accordance with the priority set forth in Section 8.04(b), an amount equal to the sum of the amounts in respect of principal distributable on each Class of Group VI Certificates under Section 3.05(a). (b) The amounts described in Section 8.04(a)(ii) shall be deemed distributed to the Uncertificated REMIC I Regular Interests with the amount to be distributed allocated among such interests in accordance with the priority assigned under Section 3.05(a) to each Class of Certificates bearing the same designation or, in the case of the Class VI-AE-3 Certificates, to Uncertificated REMIC I Regular Interests VI-A-1a, VI-A-1b, VI-A-1c and VI-A-2, pro rata in accordance with the Uncertificated Principal Balances thereof, in the case of the Class VI-AE-4 Certificates, to Uncertificated REMIC I Regular Interest VI-A-1a, in the case of the Class VI-AE-6 Certificates and the Class VI-AE-8 Certificates, to Uncertificated REMIC I Regular Interests VI-A-1a, VI-A-1b and VI-A-1c, pro rata in accordance with the Uncertificated Principal Balances thereof, in the case of the Class VI-AE-7 Certificates and the Class VI-AE-10 Certificates, to Uncertificated REMIC I Regular Interests VI-A-1a and VI-A-1b, pro rata in accordance with the Uncertificated Principal Balances thereof until the Uncertificated Principal Balance of each such interest is reduced to zero. (c) In determining from time to time the Uncertificated REMIC I Regular Interest Distribution Amounts, Realized Losses allocated to a Class of Group VI Certificates under Section 3.05(d) shall be deemed allocated to the Uncertificated REMIC I Regular Interests bearing the same designation or, in the case of the Class VI-AE-3 Certificates, to Uncertificated REMIC I Regular Interests VI-A-1a, VI-A-1b, VI-A-1c and VI-A-2, pro rata in accordance with the Uncertificated Principal Balances thereof if in respect of principal or in accordance with Uncertificated Accrued Interest thereon if in respect of interest, in the case of the Class VI-AE-4 Certificates and the Class VI-AE-5 Certificates, to Uncertificated REMIC I Regular Interest VI-A-1a, in the case of the Class VI-AE-6 Certificates, the Class VI-AE-8 Certificates and the Class VI-AE-9 Certificates, to Uncertificated REMIC I Regular Interests VI-A-1a, VI-A-1b and VI-A-1c, pro rata in accordance with the Uncertificated Principal Balances thereof if in respect of principal or in accordance with Uncertificated Accrued Interest thereon if in respect of interest, in the case of the Class VI-AE-7 Certificates, the Class VI-AE-10 Certificates and the Class VI-AE-11 Certificates, to Uncertificated REMIC I Regular Interests VI-A-1a and VI-A-1b, pro rata in accordance with the Uncertificated Principal Balances thereof if in respect of principal or in accordance with Uncertificated Accrued Interest thereon if in respect of interest. (d) Amounts distributed pursuant to section 3.05(a), and Realized Losses allocated pursuant to Section 3.05(d), to (i) the Class VI-A-1a Certificates shall be deemed distributed, or allocated, to REMIC II Regular Interst VI-AE-4 if in respect of principal or to REMIC II Regular Interests VI-AE-4 and VI-AE-5 pro rata in accordance with accrued interest thereon if in respect of interest, (ii) the Class VI-A-1b Certificates shall be deemed distributed, or allocated, to REMIC II Regular Interest VI-AE-8 if in respect of principal or to REMIC II Regular Interests VI-AE-8 and VI-AE-9 pro rata in accordance with accrued interest thereon if in respect of interest, (iii) the Class VI-A-1c Certificates shall be deemed distributed, or allocated, to REMIC II Regular Interest VI-AE-10 if in respect of principal or to REMIC II Regular Interests VI-AE-10 and VI-AE-11 pro rata in accordance with accrued interest thereon if in respect of interest, (iv) the Class VI-AE-3 Certificates shall be deemed distributed, or allocated, to REMIC II Regular Interests VI-AE-4, VI-AE-8, VI-AE-10 and VI-A-2 pro rata in accordance with the Current Principal Amount thereof if in respect of principal or to REMIC II Regular Interests VI-AE-4, VI-AE-5, VI-AE-8, VI-AE-9, VI-AE-10, VI-AE-11 and VI-A-2 pro rata in accordance with accrued interest thereon if in respect of interest, (v) the Class VI-AE-6 Certificates shall be deemed distributed, or allocated, to REMIC II Regular Interests VI-AE-4, VI-AE-8 and VI-AE-10 pro rata in accordance with the Current Principal Amount thereof if in respect of principal or to REMIC II Regular Interests VI-AE-4, VI-AE-5, VI-AE-8, VI-AE-9, VI-AE-10 and VI-AE-11 pro rata in accordance with accrued interest thereon if in respect of interest, (vi) the Class VI-AE-7 Certificates shall be deemed distributed, or allocated, to REMIC II Regular Interests VI-AE-4 and VI-AE-8 pro rata in accordance with the Current Principal Amount thereof if in respect of principal or to REMIC II Regular Interests VI-AE-4, VI-AE-5, VI-AE-8 and VI-AE-9, pro rata in accordance with accrued interest thereon if in respect of interest, (vii) the Class VI-AE-8 Certificates shall be deemed distributed, or allocated, to REMIC II Regular Interests VI-AE-4, VI-AE-8 and VI-AE-10 pro rata in accordance with the Current Principal Amount thereof if in respect of principal or to REMIC II Regular Interests VI-AE-4, VI-AE-5, VI-AE-8, VI-AE-9, VI-AE-10 and VI-AE-11 pro rata in accordance with accrued interest thereon if in respect of interest, (viii) the Class VI-AE-9 Certificates shall be deemed distributed, or allocated, to REMIC II Regular Interests VI-AE-4, VI-AE-5, VI-AE-8, VI-AE-9, VI-AE-10 and VI-AE-11 pro rata in accordance with accrued interest thereon, (ix) the Class VI-AE-10 Certificates shall be deemed distributed, or allocated, to REMIC II Regular Interests VI-AE-4 and VI-AE-8 pro rata in accordance with the Current Principal Amount thereof if in respect of principal or to REMIC II Regular Interests VI-AE-4, VI-AE-5, VI-AE-8 and VI-AE-9, pro rata in accordance with accrued interest thereon if in respect of interest and (x) the Class VI-AE-11 Certificates shall be deemed distributed, or allocated, to REMIC II Regular Interests VI-AE-4, VI-AE-5, VI-AE-8 and VI-AE-9, pro rata in accordance with accrued interest thereon. (e) Notwithstanding the deemed distributions on the Uncertificated REMIC I Regular Interests and the REMIC II Regular Interests described in this Section 8.04, distributions of funds from the Certificate Account shall be made only in accordance with Section 3.05. Section 8.05. Group V Grantor Trust Administration. (a) It is intended that the Group V Grantor Trust be classified for federal income tax purposes as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code, rather than as an association taxable as a corporation, a partnership or a taxable mortgage pool. The powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent. Under no circumstances shall the Trustee or the Depositor have the power to vary the investments of the Holders of the Group V Grantor Trust Certificates in their related assets of the Group V Grantor Trust in order to take advantage of variations in the market to improve their rate of return. The Trustee shall be responsible for preparing, at its own expense, and filing in a timely manner, on behalf of and for the Group V Grantor Trust as a grantor trust under the Code, federal income tax and information returns and reports with the IRS and income tax returns and information returns and reports of any other state or local taxing authority as are required to be so filed, using a calendar year as the taxable year of the Group V Grantor Trust on an accrual basis. The Trustee shall furnish to each Holder of Group V Grantor Trust Certificates at the time required by law such information reports or returns as are required by applicable federal, state or local law with respect to the Group V Grantor Trust to enable holders of such Certificates to prepare their tax returns and will furnish comparable information to the IRS and other taxing authorities as and when required by law to do so. (b) The Depositor intends to treat the Group V Grantor Trust as a single Widely Held Fixed Investment Trust that is a Non-Mortgage Widely Held Fixed Investment Trust. The Trustee will report as required under the Widely Held Fixed Investment Trust Regulations to the extent such information as is reasonably necessary to enable the Trustee to do so is provided to the Trustee on a timely basis. The Trustee is hereby directed pursuant to this Agreement to assume that DTC is the only "middleman" (as such term is defined in the Widely Held Fixed Investment Regulations) unless the Depositor notifies the Trustee in writing of the identities of other "middlemen" that are Holders of Group V Grantor Trust Certificates. The Depositor agrees to notify the Trustee in writing of any such additional "middlemen" of which it has knowledge. The Trustee will not be liable for any tax reporting penalties that may arise under the Widely Held Fixed Investment Trust Regulations as a result of the Depositor incorrectly determining the status of the Group V Grantor Trust as a Widely Held Fixed Investment Trust. (c) The Trustee, in its discretion, will report required Widely Held Fixed Investment Trust information using either the cash or accrual method, except to the extent the Widely Held Fixed Investment Trust Regulations specifically require a different method. The Trustee will be under no obligation to determine whether any interest Holder in the Group V Grantor Trust uses the cash or accrual method. The Trustee will make available Widely Held Fixed Investment Trust information to Holders of Group V Grantor Trust Certificates annually. In addition, the Trustee will not be responsible or liable for providing subsequently amended, revised or updated information to any interest Holder in the Group V Grantor Trust, unless requested by such Holder. (d) The Trustee shall not be liable for failure to meet the reporting requirements of the Widely Held Fixed Investment Trust Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Trustee, (ii) incomplete, inaccurate or untimely information being provided to the Trustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the Widely Held Fixed Investment Trust Regulations for the 2007 calendar year. Each owner of a Group V Grantor Trust Certificate, by acceptance of its interest in such Certificate, will be deemed to have agreed to provide the Trustee with information regarding any sale of such Certificate, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Trustee will assume there is no secondary market trading of Widely Held Fixed Investment Trust interests in respect of the Group V Grantor Trust. (e) To the extent required by the Widely Held Fixed Investment Trust Regulations, the Trustee will use reasonable efforts to publish on an appropriate website the CUSIPs for the Group V Grantor Trust Certificates. The Trustee will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Trustee will use a reasonable identifier number in lieu of a CUSIP. The Trustee will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. (f) The Trustee shall be entitled to additional reasonable compensation for changes in reporting required in respect of the Widely Held Fixed Investment Trust Regulations that arise as a result of a change in the Widely Held Fixed Investment Trust Regulations or a change in interpretation of the Widely Held Fixed Investment Trust Regulations by the IRS or the Depositor or its counsel, if such change requires, in the Trustee's reasonable discretion, a material increase in the Trustee's reporting obligations in respect of the Group V Grantor Trust. (g) Unless the Trustee has received an Opinion of Counsel to the effect that the Group V Grantor Trust will not become a foreign trust in the absence of the following rule applying, the following rule shall apply: In the case of any vote or other decision of the Group V Grantor Trust Certificateholders under this Agreement, each Group V Grantor Trust Certificateholder shall certify whether it is a U.S. person or a foreign person for U.S. federal income tax purposes (and anyone not certifying shall be treated as foreign) and the aggregate voting power of all Group V Grantor Trust Certificateholders that are foreign persons shall be limited to a number of votes so that the effect of such limitation is to limit the aggregate voting power of the foreign Group V Grantor Trust Certificateholders to one less than the number of votes needed to approve or block the approval of any matter being voted on. (This rule will not apply if 100% of all Group V Grantor Trust Certificates are held by foreign persons.) Thus, in the case of an amendment (or other matter) that requires 100% approval by the Group V Grantor Trust Certificateholders, foreign investors shall have no votes. In the case of an amendment or other matter that requires the approval of a majority of the Group V Grantor Trust Certificates, foreign Group V Grantor Trust Certificateholders will be treated as having, in the aggregate, one less Group V Grantor Trust Certificate (or if voting is by principal or similar balance, one less dollar of principal or similar balance) than the number of Group V Grantor Trust Certificates (dollars) held by U.S. persons. In the case of a vote that requires 66-2/3% vote, foreign Group V Grantor Trust Certificateholders in the aggregate shall be considered to own Group V Grantor Trust Certificates (principal) in the amount of one less than 1/2 of the number of Group V Grantor Trust Certificates (principal) held by U.S. persons. The preceding rule may be amended by the Depositor and the Trustee without the consent of any Group V Grantor Trust Certificateholder based on an Opinion of Counsel that any such change is necessary or helpful to preventing the portion of the trust consisting of the Underlying Group V Certificates from becoming treated as a foreign trust for U.S. federal income tax purposes. Section 8.06. Group VI Exchange Trust Administration. (a) It is intended that the Group VI Exchange Trust be classified for federal income tax purposes as a grantor trust under subpart E, part I of subchapter J of chapter 1 of the Code, of which Holders of the Group VI Exchange Trust Certificates are owners, rather than as an association taxable as a corporation, a partnership or a taxable mortgage pool. The powers granted and obligations undertaken in this Agreement shall be construed so as to further such intent. Under no circumstances shall the Trustee or the Depositor have the power to vary the investments of the Holders of the Group VI Certificates (other than REMIC II Regular Interests) (the "Group VI Exchange Trust Certificates") in their related assets of the Group VI Exchange Trust in order to take advantage of variations in the market to improve their rate of return. The Trustee shall be responsible for preparing, at its own expense, and filing in a timely manner, on behalf of and for the Group VI Exchange Trust as a grantor trust under the Code, federal income tax and information returns and reports with the IRS and income tax returns and information returns and reports of any other state or local taxing authority as are required to be so filed, using a calendar year as the taxable year of the Group VI Exchange Trust on an accrual basis. The Trustee shall furnish to each Holder of a Group VI Exchange Trust Certificate at the time required by law such information reports or returns as are required by applicable federal, state or local law with respect to the Group VI Exchange Trust to enable such Holders to prepare their tax returns and will furnish comparable information to the IRS and other taxing authorities as and when required by law to do so. (b) The Class VI-A-1a Certificates represent an ownership interest in REMIC II Regular Certificates VI-AE-4 and VI-AE-5, the Class VI-A-1b Certificates represent an ownership interest in REMIC II Regular Interests VI-AE-8 and VI-AE-9, the Class VI-A-1c Certificates represent an ownership interest in REMIC II Regular Interests VI-AE-10 and VI-AE-11, the Class VI-AE-3 Certificates represent an ownership interest in REMIC II Regular Interests VI-AE-4, VI-AE-5, VI-AE-8, VI-AE-9, VI-AE-10, VI-AE-11 and VI-A-2, the Class VI-AE-6 Certificates represent an ownership interest in REMIC II Regular Interests VI-AE-4, VI-AE-5, VI-AE-8, VI-AE-9, VI-AE-10 and VI-AE-11, the Class VI-AE-7 Certificates represent an ownership interest in REMIC II Regular Interests VI-AE-4, VI-AE-5, VI-AE-8 and VI-AE-9, the Class VI-AE-8 Certificates represent an ownership interest in REMIC II Regular Interests VI-AE-4, VI-AE-8 and VI-AE-10, the Class VI-AE-9 Certificates represent an ownership interest in REMIC II Regular Interests VI-AE-5, VI-AE-9 and VI-AE-11, the Class VI-AE-10 Certificates represent an ownership interest in REMIC II Regular Interests VI-AE-4 and VI-AE-8 and the Class VI-AE-11 Certificates represent an ownership interest in REMIC II Regular Interests VI-AE-5 and VI-AE-9, in each case deposited or deemed deposited with the Trustee in exchange for such Certificates. On each Distribution Date, the Trustee shall be deemed to distribute to the Holders of the Group VI Exchange Trust Certificates, as holders of the related REMIC II Regular Interests all amounts deemed distributed with respect to the REMIC II Regular Interests pursuant to the provisions of Section 8.04(d). (c) The Depositor intends to treat the Group VI Exchange Trust as a Widely Held Fixed Investment Trust that is a Widely Held Mortgage Trust. The Trustee will report as required under the Widely Held Fixed Investment Trust Regulations to the extent such information as is reasonably necessary to enable the Trustee to do so is provided to the Trustee on a timely basis. The Trustee is hereby directed pursuant to this Agreement to assume that DTC is the only "middleman" (as such term is defined in the Widely Held Fixed Investment Regulations) unless the Depositor notifies the Trustee in writing of the identities of other "middlemen" that are Holders of Group VI Exchange Trust Certificates. The Depositor agrees to notify the Trustee in writing of any such additional "middlemen" of which it has knowledge. The Trustee will not be liable for any tax reporting penalties that may arise under the Widely Held Fixed Investment Trust Regulations as a result of the Depositor incorrectly determining the status of the Group VI Exchange Trust as a Widely Held Fixed Investment Trust. (d) The Trustee, in its discretion, will report required Widely Held Fixed Investment Trust information using either the cash or accrual method, except to the extent the Widely Held Fixed Investment Trust Regulations specifically require a different method. The Trustee will be under no obligation to determine whether any interest Holder in the Group VI Exchange Trust uses the cash or accrual method. The Trustee will make available Widely Held Fixed Investment Trust information to Holders of the Group VI Exchange Trust Certificates annually. In addition, the Trustee will not be responsible or liable for providing subsequently amended, revised or updated information to any interest Holder in the Group VI Exchange Trust, unless requested by such Holder. (e) The Trustee shall not be liable for failure to meet the reporting requirements of the Widely Held Fixed Investment Trust Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Trustee, (ii) incomplete, inaccurate or untimely information being provided to the Trustee or (iii) the inability of the Trustee, after good faith efforts, to alter its existing information reporting systems to capture information necessary to fully comply with the Widely Held Fixed Investment Trust Regulations for the 2007 calendar year. Each owner of a Group VI Exchange Trust Certificate, by acceptance of its interest in such Certificate, will be deemed to have agreed to provide the Trustee with information regarding any sale of such Certificate, including the price, amount of proceeds and date of sale. Absent receipt of such information, and unless informed otherwise by the Depositor, the Trustee will assume there is no secondary market trading of Widely Held Fixed Investment Trust interests in respect of the Group VI Exchange Trust. (f) To the extent required by the Widely Held Fixed Investment Trust Regulations, the Trustee will use reasonable efforts to publish on an appropriate website the CUSIPs for the Group VI Exchange Trust Certificates. The Trustee will make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Trustee will use a reasonable identifier number in lieu of a CUSIP. The Trustee will not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information. (g) The Trustee shall be entitled to additional reasonable compensation for changes in reporting required in respect of the Widely Held Fixed Investment Trust Regulations that arise as a result of a change in the Widely Held Fixed Investment Trust Regulations or a change in interpretation of the Widely Held Fixed Investment Trust Regulations by the IRS or the Depositor or its counsel, if such change requires, in the Trustee's reasonable discretion, a material increase in the Trustee's reporting obligations in respect of the Group VI Exchange Trust. (h) Unless the Trustee has received an Opinion of Counsel to the effect that the Group VI Exchange Trust will not become a foreign trust in the absence of the following rule applying, the following rule shall apply: In the case of any vote or other decision of the Group VI Exchange Trust Certificateholders under this Agreement, each Group VI Exchange Trust Certificateholders shall certify whether it is a U.S. person or a foreign person for U.S. federal income tax purposes (and anyone not certifying shall be treated as foreign) and the aggregate voting power of all Group VI Exchange Trust Certificateholders that are foreign persons shall be limited to a number of votes so that the effect of such limitation is to limit the aggregate voting power of the foreign Group VI Exchange Trust Certificateholders to one less than the number of votes needed to approve or block the approval of any matter being voted on. (This rule will not apply if 100% of all Group VI Exchange Trust Certificates are held by foreign persons.) Thus, in the case of an amendment (or other matter) that requires 100% approval by the Group VI Exchange Trust Certificateholders, foreign investors shall have no votes. In the case of an amendment or other matter that requires the approval of a majority of the Group VI Exchange Trust Certificates, foreign Group VI Exchange Trust Certificateholders will be treated as having, in the aggregate, one less Group VI Exchange Trust Certificate (or if voting is by principal or similar balance, one less dollar of principal or similar balance) than the number of Group VI Exchange Trust Certificates (dollars) held by U.S. persons. In the case of a vote that requires 66-2/3% vote, foreign Group VI Exchange Trust Certificateholders in the aggregate shall be considered to own Group VI Exchange Trust Certificates (principal) in the amount of one less than 1/2 of the number of Group VI Exchange Trust Certificates (principal) held by U.S. persons. The preceding rule may be amended by the Depositor and the Trustee without the consent of any Group VI Exchange Trust Certificateholder based on an Opinion of Counsel that any such change is necessary or helpful to preventing the Group VI Exchange Trust from becoming treated as a foreign trust for U.S. federal income tax purposes. Section 8.07. Group V Exchange Trust Administration. (a) The Depositor intends to treat the Group V Exchange Trust as a partnership among the Holders of 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. The parties intend that, for federal income tax purposes, the Partnership Certificates represent ownership of the Group V Exchange Trust. The parties agree that, absent a change in law or written request of an appropriate taxing authority, (i) the Group V Exchange Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Group V Exchange Trust, as it relates to the assets in the Group V Exchange Trust and the Partnership Certificates, as a partnership or division of the Partnership Certificateholder, as just described, for such tax purposes and (ii) each Holder and beneficial owner of a Partnership Certificate is hereby deemed to acknowledge and agree that, absent a change in law or written request of an appropriate taxing authority, it will, for federal income tax purposes and any other purpose that conforms to federal income tax law (but for no other purpose), treat the Group V Exchange Trust as a partnership or division of the Partnership Certificateholder and will treat itself as a partner therein or as the single owner of the Group V Exchange Trust, as just described. (b) Each beneficial owner of a Partnership Certificate shall be deemed to have instructed the Group V Exchange Trust Trustee to deposit its interest in the related Class V-A-1 Certificates into the Group V Exchange Trust. The Group V Exchange Trust Trustee shall establish and maintain the Group V Exchange Trust Account. On each Distribution Date, the Group V Exchange Trust Trustee shall be deemed to have deposited into the Group V Exchange Trust Account all amounts distributed with respect to the Class V-A-1 Certificates deposited into the Group V Exchange Trust pursuant to the provisions of Section 3.05(a). (c) (i) For federal income tax purposes and the maintenance of capital accounts, the Group V Exchange Trust's income, gain, loss, deductions and credits will be allocated among the Holders of record of Partnership Certificates on the related Record Date for federal income tax and applicable state and local franchise and income tax purposes as follows: (A)(1) Interest on any Class V-A-1a Certificate held by the Group V Exchange Trust (including accrued original issue discount and any Basis Risk Shortfall Carry Forward Amounts (as defined in the BSABS 2007-AC3 Underlying Offering Document)) for any Interest Accrual Period shall be allocated to the Holders of the Partnership Certificates pro rata in accordance with their entitlements to interest for such Interest Accrual Period; (2) interest on any Class V-A-1b Certificate held by the Group V Exchange Trust (including accrued original issue discount and any Basis Risk Shortfall Carry Forward Amounts (as defined in the BSABS 2007-AC3 Underlying Offering Document)) for any Interest Accrual Period shall be allocated to the Holders of the Partnership Certificates (other than the Class V-AE-5 Certificates and the Class V-AE-6 Certificates) pro rata in accordance with their entitlements to interest for such Interest Accrual Period; and (3) interest on any Class V-A-1c Certificate held by the Group V Exchange Trust (including accrued original issue discount and any Basis Risk Shortfall Carry Forward Amounts (as defined in the BSABS 2007-AC3 Underlying Offering Document)) for any Interest Accrual Period shall be allocated to the Holders of the Class V-AE-9 Certificates and the Class V-AE-10 Certificates pro rata in accordance with their entitlements to interest for such Interest Accrual Period; (B)(1) Gain on the sale or redemption of any Class V-A-1a Certificate held by the Group V Exchange Trust shall be allocated (x) to the extent any such gain is treated as ordinary income under Section 1276 of the Code, to the Holders of the Partnership Certificates pro rata in accordance with their entitlements to interest for such Interest Accrual Period, and (y) to the extent of the balance of all other gain, to the Holders of the Class V-AE-5, Class V-AE-9 and Class V-AE-11 Certificates pro rata in accordance with the Current Principal Amount thereof; (2) gain on the sale or redemption of any Class V-A-1b Certificate held by the Group V Exchange Trust shall be allocated (x) to the extent any such gain is treated as ordinary income under Section 1276 of the Code, to the Holders of the Partnership Certificates (other than the Class V-AE-5 Certificates and the Class V-AE-6 Certificates) pro rata in accordance with their entitlements to interest for such Interest Accrual Period, and (y) to the extent of the balance of all other gain, to the Holders of the Class V-AE-9 and Class V-AE-11 Certificates pro rata in accordance with the Current Principal Amount thereof; and (3) gain on the sale or redemption of any Class V-A-1c Certificate held by the Group V Exchange Trust shall be allocated (x) to the extent any such gain is treated as ordinary income under Section 1276 of the Code, to the Holders of the Class V-AE-9 Certificates and the Class V-AE-10 Certificates pro rata in accordance with their entitlements to interest for such Interest Accrual Period, and (y) to the extent of the balance of all other gain, to the Holders of the Class V-AE-9 Certificates pro rata in accordance with the Current Principal Amount thereof; (C)(1) Loss recognized on the sale of any Class V-A-1a Certificates held by the Group V Exchange Trust shall be allocated 100% to the Holders of the Class V-AE-5, Class V-AE-9 and Class V-AE11 Certificates pro rata in accordance with the Current Principal Amount thereof (except to the extent that the loss is borne economically by other Holders of Partnership Certificates, in which case it will be allocated to that extent to such other Holders); (2) loss recognized on the sale of any Class V-A-1b Certificates held by the Group V Exchange Trust shall be allocated 100% to the Holders of the Class V-AE-9 and Class V-AE11 Certificates pro rata in accordance with the Current Principal Amount thereof (except to the extent that the loss is borne economically by other Holders of Partnership Certificates, in which case it will be allocated to that extent to such other Holders); and (3) loss recognized on the sale of any Class V-A-1c Certificates held by the Group V Exchange Trust shall be allocated 100% to the Holders of the Class V-AE-9 Certificates pro rata in accordance with the Current Principal Amount thereof (except to the extent that the loss is borne economically by other Holders of Partnership Certificates, in which case it will be allocated to that extent to such other Holders); (D) Unrecognized loss on any in-kind distribution of any Class V-A-1 Certificates held by the Group V Exchange Trust shall be allocated to the Holders of the Partnership Certificates in a manner that reflects their respective interests in the Group V Exchange Trust and the Class V-A-1 Certificates held by the Exchange Trust, their shares of the Class V-A-1 Certificates distributed, and the effects on their respective interests of such distribution (taking account of all facts and circumstances); and (E) All expenses of the Group V Exchange Trust (including all amortized premium on any Class V-A-1 Certificates held by the Group V Exchange Trust, to the extent treated as a separate item of expense of the Group V Exchange Trust) for any Interest Accrual Period shall be allocated to the Holders of the Partnership Certificates pro rata in accordance with their entitlements to interest for such Interest Accrual Period. (ii) All of the allocations set forth above are intended to be made in accordance with Section 704(b) of the Code. If allocation of the Group V Exchange Trust's income, gain, loss, deductions and credits as provided above would not be in accordance with Section 704(b) of the Code, then allocations shall be made in a manner that is in accordance with Section 704(b) of the Code. If the Depositor believes in its sole judgment that such other allocations are required by applicable law or regulations, it shall promptly give notice to all Holders of Partnership Certificates. (d) The Group V E xchange Trust Trustee shall (i) deliver (or cause to be delivered) to each Holder of a Partnership Certificate, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1 to IRS Form 1065, if the Group V Exchange Trust is treated as a partnership for federal income tax purposes), to enable each such Holder to prepare its federal and state income tax returns, (ii) prepare or cause to be prepared, and file or cause to be filed, all tax returns relating to the Group V Exchange Trust (including a partnership information return, IRS Form 1065, if the Group V Exchange Trust is treated as a partnership for federal income tax purposes) make such elections as may from time to time be required or appropriate under any applicable state or federal statute or rule or regulation thereunder so as to maintain the characterization of the Group V Exchange Trust as a partnership or division of a single Partnership Certificateholder, as the case may be, for federal income tax purposes. In the event that the Partnership Certificates are held by more than one Holder, the Group V Exchange Trust Trustee shall file an application with the IRS for a taxpayer identification number with respect to the Group V Exchange Trust (and, upon receipt of such number, notify the Trustee thereof). The Group V Exchange Trust Trustee shall sign all tax information returns relating to the Group V Exchange Trust Certificates, if any. The Depositor shall be the "tax matters partner" within the meaning set forth in section 6231(a)(7) of the Code and used in subchapter C, chapter 63 of the Code (the "Tax Matters Partner") for so long as it holds any Partnership Certificates. All tax returns in respect of the Group V Exchange Trust shall be signed by the Depositor, or if the Depositor does not hold any Partnership Certificates, the Certificateholder determined to be Tax Matters Partner, unless some other party is required by law to sign such return (in which case such other party shall sign). If the Group V Exchange Trust shall be treated as a partnership for federal income tax purposes, the Group V Exchange Trust Trustee shall not be required to prepare and file partnership tax returns in respect of such partnership unless it receives additional reasonable compensation in the amount of $15,000 (as set foth in Section 4.05(f)) for the preparation of such filings and written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any. The foregoing condition with respect to the receipt of written notification recognizing the creation of a partnership agreement or comparable documentation evidencing the partnership, if any, shall be deemed to be satisfied by the delivery by a Holder of Partnership Certificates of the written notice specified in Section 4.05(i). Upon conversion of the Group V Exchange Trust to a partnership, the Trustee will request monthly Holder information from DTC as of each Record Date for purposes of preparing the partnership tax returns. In addition, the Holders shall provide to the Trustee information necessary for the Trustee to prepare the partnership tax returns including sales price and owner information. (e) At any time during which the Depositor is not the Tax Matters Partner, the Depositor shall be agent and attorney-in-fact of the Tax Matters Partner. By acceptance of its Partnership Certificates, each Holder of Partnership Certificates that is or becomes the Tax Matters Partner is hereby deemed to have appointed the Depositor for the purpose of acting on behalf of such Holder (but at the Depositor's own expense) in complying with the obligations of Tax Matters Partner for the Group V Exchange Trust. This appointment shall be coupled with an interest and is irrevocable. (f) It is the intention of the parties hereto that, for federal and state income and state and local franchise tax purposes, the Group V Exchange Trust shall not be treated as an association taxable as a corporation, a taxable mortgage pool, or a publicly-traded partnership treated as a corporation. Neither the Group V Exchange Trust Trustee nor any Holder of an Group V Exchange Trust Certificate shall take any action or fail to take any action that would cause the Group V Exchange Trust (or any portion thereof) to be taxable as a corporation, a taxable mortgage pool, or a publicly-traded partnership treated as a corporation. Each Holder of a Partnership Certificate, by its acceptance thereof, covenants and agrees that it will not issue interests in or obligations secured by such certificate or issue any interest or obligation the timing or amount of payments on which are determined based on the payments (whether actual or expected) on such certificate, in each case in a manner that would cause the Group V Exchange Trust to become a taxable mortgage pool. ARTICLE IX MISCELLANEOUS PROVISIONS Section 9.01. Amendment. (a) This Agreement may be amended from time to time by the Depositor and the Trustee, without the prior consent of any Certificateholder: (i) to cure any ambiguity; (ii) to correct or supplement any provisions herein, which may be inconsistent with any other provisions herein; (iii) to make any other provisions with respect to matters or questions arising under this Agreement which shall not be materially inconsistent with the existing provisions of this Agreement; (iv) to make such modifications as may be permitted or required hereunder in connection with a repurchase of the Underlying Certificates pursuant to Section 2.03(c) hereof; (v) to revise or correct any provisions to reflect the obligations of the parties to this Agreement as they relate to Regulation AB; and (vi) to facilitate the exchange of any Exchangeable or Exchanged Certificates; provided that with respect to clause (iv) and (vi), such amendment shall not, as evidenced by an Opinion of Counsel delivered to the Trustee or a letter from each Rating Agency confirming that such amendment shall not result in a downgrade or withdrawal of a rating on any of the Certificates (in each case, the expense of which shall be paid for by the Depositor), adversely affect in any material respect the interests of any Certificateholder. (b) Additionally, this Agreement may be amended from time to time by the Depositor and the Trustee with the written consent of the requesting Holder to extend the time frame for which the Partnership Certificates may be issued. (d) This Agreement may also be amended from time to time by the Depositor and the Trustee with the prior written consent of the Majority Certificateholders (or, to the extent any such amendment only effects a particular Class of Certificates, the Holders of at least 50% of the aggregate Current Principal Amount of Certificates of such Class) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment shall: (i) reduce in any manner the amount of, or delay the timing of, payments which are required to be distributed on any Certificate without the consent of the Holder of such Certificate; or (ii) modify the provisions of this Section 9.01 without the consent of the Holders of all Certificates. (e) Promptly after the execution of any such amendment the Trustee shall furnish written notification of the substance of such amendment to each Certificateholder. It shall not be necessary for the consent of Certificateholders under this Section 9.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe. The Trustee shall also provide a copy of such amendment or notice to the Rating Agencies. (f) Prior to the execution of any amendment to this Agreement, the Trustee shall be entitled to receive and rely upon an Opinion of Counsel addressed to the Trustee stating that (i) the execution of such amendment is authorized or permitted by this Agreement, (ii) will not result in the imposition of a tax on REMIC I or REMIC II or cause either REMIC to fail to be classified as a REMIC under the Code, (iii) will not result in the imposition of a tax on the Group V Grantor Trust or cause the Group V Grantor Trust to fail to be classified as a grantor trust under subpart E, part 1 of subchapter J of Chapter 1 of the Code, (iv) will not result in the imposition of a tax on the Group VI Exchange Trust or cause the Group VI Exchange Trust to fail to be classified as a grantor trust under subpart E, part 1 of subchapter J of Chapter 1 of the Code, and (v) will not result in the imposition of a tax on the Group V Exchange Trust or cause the Group V Exchange Trust to fail to be classified as a partnership 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. (g) The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's own respective rights, duties or immunities under this Agreement. Section 9.02. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Section 9.03. Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee and the Depositor a written notice of default hereunder, and of the continuance thereof, as hereinbefore provided, and unless also the Majority Certificateholders shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. For the prosecution and enforcement of the rights granted under this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Section 9.04. Governing Law. This Agreement and the Certificates shall be construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said state (without reference to the conflicts of law provisions of such state, other than Sections 5-1401 and 5-1402 of the New York General Obligations Laws, which shall apply hereto), and the obligations, rights and remedies of the parties hereunder and the Certificateholders shall be determined in accordance with such laws. Section 9.05. Notices. All communications provided for or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered to: (a) in the case of the Depositor, Structured Asset Mortgage Investments II Inc., 383 Madison Avenue, New York, New York 10179, or such other address as may hereafter be furnished to the Trustee in writing by the Depositor; (b) in the case of the Trustee, to its Corporate Trust Office; (c) in the case of S&P, Standard & Poor's, a division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10041; and (d) in the case of Fitch, Fitch Ratings, One State Street Plaza, New York, New York 10004, or such other address as may be furnished to the other parties hereto in writing. Section 9.06. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof. Section 9.07. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of the Certificateholders. Section 9.08. Article and Section Headings. The article and section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof. Section 9.09. Notices to Rating Agencies. The Trustee shall notify the Rating Agencies at such time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of any of the events described in clauses (a), (b), or (e) below or provide a copy to the Rating Agencies at such time as otherwise required to be delivered pursuant to this Agreement of each of the statements described in clauses (c) and (e) below: (a) a material change or amendment to this Agreement, (b) the termination or appointment of a successor Trustee or a change in the majority ownership of the Trustee, (c) the monthly distribution statement required to be made available or delivered to the Certificateholders pursuant to Section 3.06, (d) Notice of Final Distribution required to be delivered pursuant to Section 7.01(b), and (e) a change in the location of the Certificate Account. The Depositor shall notify the Rating Agencies of any change in its identity. Section 9.10. Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is expressly required, to the Depositor. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee and the Depositor, if made in the manner provided in this Section 8.10. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the individual executing the same, may also be proved in any other manner which the Trustee deems sufficient. (c) The ownership of Certificates (notwithstanding any notation of ownership or other writing on such Certificates, except an endorsement in accordance with Section 4.02 made on a Certificate presented in accordance with Section 4.04) shall be proved by the Certificate Register, and neither the Trustee, the Depositor, nor any successor to either such party shall be affected by any notice to the contrary. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of the Holder of any Certificate shall bind every future Holder of the same Certificate and the Holder of every Certificate issued upon the registration of transfer or exchange thereof, if applicable, or in lieu thereof with respect to anything done, omitted or suffered to be done by the Trustee, the Depositor, or any successor to either such party in reliance thereon, whether or not notation of such action is made upon such Certificates. (e) In determining whether the Holders of the requisite Percentage Interest of Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates owned by the Trustee or the Depositor or any Affiliate thereof shall be disregarded, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates which the Trustee knows to be so owned shall be so disregarded. Certificates which have been pledged in good faith to the Trustee or the Depositor or any Affiliate thereof may be regarded as outstanding if the pledgor establishes to the satisfaction of the Trustee the pledgor's right to act with respect to such Certificates and that the pledgor is not an Affiliate of the Trustee or the Depositor, as the case may be. 

 IN WITNESS WHEREOF, the Depositor, the Trustee and the Group V Exchange Trust Trustee have caused their names to be signed hereto by their respective duly authorized officers, all as of the day and year first above written. STRUCTURED ASSET MORTGAGE INVESTMENTS II INC., as Depositor By:__/s/ Baron Silverstein_____________________________ Name: Baron Silverstein Title: Vice President WELLS FARGO BANK, N.A., as Trustee By:_/s/ Stacey M. Taylor________________________________ Name: Stacey M. Taylor Title: Vice President WELLS FARGO BANK, N.A., as Group V Exchange Trust Trustee By:__/s/ Stacey M. Taylor_______________________________ Name: Stacey M. Taylor Title: Vice President 

 STATE OF NEW YORK ) ss.: COUNTY OF NEW YORK ) On the 31st day of October, 2007 before me, a notary public in and for said State, personally appeared Baron Silverstein known to me to be the Vice President of Structured Asset Mortgage Investments II Inc., the corporation that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written __/s/ Ravind Karamsingh__________________________ Notary Public [Notarial Seal] Commission Expires: 

 STATE OF MARYLAND ) ss.: COUNTY OF HOWARD ) On the 31st day of October, 2007 before me, a notary public in and for said State, personally appeared Stacey M. Taylor known to me to be a Vice President of Wells Fargo Bank, N.A., the national banking association that executed the within instrument, and also known to me to be the person who executed it on behalf of said national banking association, and acknowledged to me that such national banking association executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. __/s/ Jennifer Richardson_________________________ Notary Public [Notarial Seal] Commission Expires: 

 STATE OF MARYLAND ) ss.: COUNTY OF HOWARD ) On the 31st day of October, 2007 before me, a notary public in and for said State, personally appeared Stacey M. Taylor known to me to be a Vice President of Wells Fargo Bank, N.A, the national banking association that executed the within instrument, and also known to me to be the person who executed it on behalf of said national banking association, and acknowledged to me that such national banking association executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. __/s/ Jennifer Richardson_________________________ Notary Public [Notarial Seal] Commission Expires: 

 EXHIBIT A-1 FORM OF GROUP I, GROUP II, GROUP III, GROUP IV, GROUP V AND GROUP VI CERTIFICATES CLASS [ ]-A[E]-[ ] CERTIFICATE [Insert for the Group I, Group II, Group III, Group IV and Group VI Certificates only] [SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS OWNERSHIP OF ONE OR MORE "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").] [Insert for the Group I, Group II, Group III, Group V and Group VI Certificates only] [THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.] [Insert for the Group IV Certificates only] [THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AND INCREASED TO THE EXTENT OF NET DEFERRED INTEREST ALLOCATED HERETO AND INCREASED AS SET FORTH IN THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CURRENT PRINCIPAL AMOUNT OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE NAMED HEREIN.] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED WILL BE REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT WILL BE MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. [FOR EXCHANGEABLE CERTIFICATES] [THIS CLASS [V][VI]-A-[1][2] CERTIFICATE IS AN EXCHANGEABLE CERTIFICATE AND, SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT, MAY BE EXCHANGED FOR THE EXCHANGED CERTIFICATES.] [FOR EXCHANGED CERTIFICATES] [THIS CLASS [V][VI]-A[E]-[4][5][6][7][8][9][10][11][12] CERTIFICATE IS AN EXCHANGED CERTIFICATE AND, SUBJECT TO THE TERMS AND CONDITIONS OF THE AGREEMENT, MAY BE EXCHANGED FOR EXCHANGEABLE CERTIFICATES.] Certificate No. [ ] [Variable] [Fixed] Pass-Through Rate Class [ ]-A[E]-[ ] Date of Pooling Agreement: Aggregate Initial Current Principal Amount of all As of October 31, 2007 Certificates of this Class as of the [Closing Date][date of the Certificate]: $[ ] First Distribution Date: Initial Current [Principal] [Notional] Amount of this November 25, 2007 Certificate as of the [Closing Date][date of the Certificate]: $[ ] Trustee: CUSIP: [ ] Wells Fargo Bank, N.A. Assumed Final Distribution Date: [_______], 20[__] BEAR STEARNS STRUCTURED PRODUCTS INC. TRUST, SERIES 2007-R8 evidencing a Percentage Interest in the distributions allocable to the Class [ ]-A[E]-[ ] Certificates with respect to a Trust whose assets consist primarily of the Underlying Certificates sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. This Certificate is payable solely from the assets of the Trust, and does not represent an obligation of or interest in Structured Asset Mortgage Investments II Inc., the Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the related Underlying Certificates are guaranteed or insured by any governmental entity or by Structured Asset Mortgage Investments II Inc. or the Trustee or any of their affiliates or any other person. None of Structured Asset Mortgage Investments II Inc., the Trustee or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Cede & Co. is the registered owner of this Certificate, which represents a beneficial interest, in the Percentage Interest evidence hereby, in a trust (the "Trust") the assets of which consist primarily of the Underlying Certificates sold by Structured Asset Mortgage Investments II Inc. ("SAMI II"). The Underlying Certificates were sold by Bear, Stearns & Co. Inc. to SAMI II. The Trust was created pursuant to the Pooling Agreement, dated as of the Closing Date, (the "Agreement"), between SAMI II, as depositor (the "Depositor") and Wells Fargo, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. Interest on this Certificate will accrue during the month prior to the month in which a Distribution Date (as hereinafter defined) occurs on the Current Principal Amount or Current Notional Amount hereof at a per annum rate equal to the Pass-Through Rate as described in and pursuant to the Agreement. The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the calendar month preceding the month of such Distribution Date, an amount equal to the product of Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any) required to be distributed to the Holders of Certificates of the same Class as this Certificate. [For the Group I, Group II, Group III, Group V and Group VI Certificates only] [Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Trustee in writing as specified in the Agreement by wire transfer. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice. The Initial Current Principal Amount of this Certificate is set forth above. The Current Principal Amount hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocable hereto in accordance with the terms of the Agreement.] [For the Group IV Certificates only] [Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Trustee in writing as specified in the Agreement by wire transfer. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice. The Initial Current Principal Amount or the initial Current Notional Amount of this Certificate is set forth above. The Current Principal Amount hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocated hereto and will be increased to the extent of Net Deferred Interest allocated thereto, in each case, as set forth in the Agreement.] This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust formed pursuant to the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust for payment hereunder and that neither the Depositor nor the Trustee are liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the Trustee and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Majority Certificateholders (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Percentage Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee. The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made to the Certificateholders for any such registration of transfer, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee or any such agent shall be affected by notice to the contrary. [For Exchangeable Certificates] [As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for a proportionate interest in an Exchanged Certificate in a Combination Group. In connection with each such exchange, the Certificateholder shall pay the Trustee a fee equal to $5,000 for such exchange request. The Trustee shall make the first distribution on a Certificate in such exchange transaction on the Distribution Date in the following month to the Certificateholder of record as of the close of business on the last day of the month of the exchange.] [For Exchanged Certificates] [As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for a proportionate interest in one or more Exchangeable Certificates in a Combination Group. In connection with each such exchange, the Certificateholder shall pay the Trustee a fee equal to $5,000 for such exchange request. The Trustee shall make the first distribution on a Certificate in such exchange transaction on the Distribution Date in the following month to the Certificateholder of record as of the close of business on the last day of the month of the exchange.] The obligations created by the Agreement and the Trust created thereby (other than the obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the making of the final payment on or other liquidation of the Underlying Certificate, or (ii) the payment to Certificateholders of all amounts required to be paid to them pursuant to the Agreement. In no event, however, will the Trust created by the Agreement continue beyond the expiration of 21 years after the death of certain persons identified in the Agreement. Unless this Certificate has been countersigned by an authorized signatory of the Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose. 

 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: [________] WELLS FARGO BANK, N.A. Not in its individual capacity but solely as Trustee By:_________________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class [ ]-A[E]-[ ] Certificates referred to in the within-mentioned Agreement. WELLS FARGO BANK, N.A. Authorized signatory of Wells Fargo Bank, N.A., not in its individual capacity but solely as Trustee By:________________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assigns(s) and transfers unto ____________________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________________ ____________________________________________________________________________________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) a Percentage Interest equal to ___% evidenced by the within Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: Dated: DISTRIBUTION INSTRUCTIONS The Assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ____________________________________________________________________________________________________________________________________ for the account of _________________________________________________________________________________________________________________ to ________________________________________________________________________________________________________________________________. Applicable statements should be mailed to _________________________________________________________________________________ ___________________________________________________________________________________________________________________________________. This information is provided by __________________________________________________________________________________________, the Assignee named above, or ____________________________________________________, as its agent. The Assignee's taxpayer identification number is ___________________________ 

 EXHIBIT A-2 FORM OF CLASS V-A-3 CERTIFICATE THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH, A "PLAN"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE PROVIDES THE TRUSTEE WITH AN OPINION OF COUNSEL FOR THE BENEFIT OF THE TRUSTEE AND ON WHICH IT MAY RELY WHICH IS SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT. Certificate No. [ ] Percentage Interest: [ ] Class V-A-3 Date of Pooling Agreement: As of October 31, 2007 First Distribution Date: November 25, 2007 Trustee: Wells Fargo Bank, N.A. Assumed Final Distribution Date: [_______], 20[__] BEAR STEARNS STRUCTURED PRODUCTS INC. TRUST, SERIES 2007-R8 evidencing a fractional undivided interest in the distributions allocable to the Class V-A-3 Certificates with respect to the Trust the assets of which consist primarily of the Underlying Certificates sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. This Certificate is payable solely from the assets of the Trust, and does not represent an obligation of or interest in Structured Asset Mortgage Investments II Inc., the Trustee referred to below or any of their affiliates or any other person. Neither this Certificate nor the related Underlying Certificates are guaranteed or insured by any governmental entity or by Structured Asset Mortgage Investments II Inc. or the Trustee or any of their affiliates or any other person. None of Structured Asset Mortgage Investments II Inc., the Trustee or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Bear, Stearns Securities Corp. is the registered owner of this Certificate which representings a beneficial interest, in the Percentage Interest set foth above in a trust (the "Trust") primarily consisting of the Underlying Certificates sold by Structured Asset Mortgage Investments II Inc. ("SAMI II"). The Underlying Certificates were sold by Bear, Stearns & Co. Inc. to SAMI II. The Trust was created pursuant to the Pooling Agreement, dated as of the Closing Date, (the "Agreement"), between SAMI II, as depositor (the "Depositor") and Wells Fargo, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the calendar month preceding the month of such Distribution Date, an amount equal to the product of Percentage Interest evidenced by this Certificate and the amount required to be distributed to the Holders of Certificates of the same Class as this Certificate. Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Trustee in writing as specified in the Agreement by wire transfer. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice. The Initial Current Principal Amount of this Certificate is set forth above. The Current Principal Amount hereof will be reduced to the extent of distributions allocable to principal hereon and any Realized Losses allocable hereto. No transfer of this Certificate shall be made unless the transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and an effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. In the event that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of (i) if such transfer is purportedly being made in reliance upon Rule 144A under the 1933 Act, written certifications from the Holder of the Certificate desiring to effect the transfer, and from such Holder's prospective transferee, substantially in the forms attached to the Agreement as Exhibit F, and (ii) if requested by the Trustee, an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Trust or of the Depositor or the Trustee in their respective capacities as such), together with copies of the written certification(s) of the Holder of the Certificate desiring to effect the transfer and/or such Holder's prospective transferee upon which such Opinion of Counsel is based. Neither the Depositor nor the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Holder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. No transfer of this Class V-A-3 Certificate will be made unless the Trustee has received either (i) Opinion of Counsel for the benefit of the Trustee and which they it rely which is satisfactory to the Trustee that the purchase of this certificate is permissible under local law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code, as amended (the "Code"), and will not subject the Trustee to any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA and/or Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan. This Certificate is one of a duly authorized issue of Certificates designated as set forth on the face hereof (the "Certificates"). The Certificates, in the aggregate, evidence the entire beneficial ownership interest in the Trust formed pursuant to the Agreement. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the Trust for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced hereby, and the rights, duties and immunities of the Trustee . The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the Trustee and the rights of the Certificateholders under the Agreement from time to time by the parties thereto with the consent of the Majority Certificateholders (or in certain cases, Holders of Certificates of affected Classes evidencing such percentage of the Percentage Interests thereof). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable with the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Trustee for such purposes, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates in authorized denominations representing a like aggregate Percentage Interest will be issued to the designated transferee. The Certificates are issuable only as registered Certificates without coupons in the Classes and denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, this Certificate is exchangeable for one or more new Certificates evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made to the Certificateholders for any such registration of transfer, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Depositor, the Trustee and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee or any such agent shall be affected by notice to the contrary. The obligations created by the Agreement and the Trust created thereby (other than the obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall terminate upon the earlier of (i) the making of the final payment on or other liquidation of the Underlying Certificate, or (ii) the payment to Certificateholders of all amounts required to be paid to them pursuant to the Agreement. In no event, however, will the Trust created by the Agreement continue beyond the expiration of 21 years after the death of certain persons identified in the Agreement. Unless this Certificate has been countersigned by an authorized signatory of the Trustee by manual signature, this Certificate shall not be entitled to any benefit under the Agreement, or be valid for any purpose. 

 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: [________] WELLS FARGO BANK, N.A. Not in its individual capacity but solely as Trustee By:_________________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class V-A-3 Certificates referred to in the within-mentioned Agreement. WELLS FARGO BANK, N.A. Authorized signatory of Wells Fargo Bank, N.A., not in its individual capacity but solely as Trustee By:________________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assigns(s) and transfers unto ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) a Percentage Interest equal to ___% evidenced by the within Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: Dated: DISTRIBUTION INSTRUCTIONS The Assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ____________________________________________________________________________ for the account of ______________________________________________________________ to ___________________________________________________________________________. Applicable statements should be mailed to _____________________________________ _____________________________________________________________________________. This information is provided by _____________________________________________, the Assignee named above, or ____________________________________________________, as its agent. The Assignee's taxpayer identification number is ___________________________ 

 EXHIBIT A-3 FORM OF CLASS R CERTIFICATE THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR DISQUALIFIED PERSON (AS DEFINED BELOW). SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). THIS CLASS R CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF, OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE DEPOSITOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THIS CERTIFICATE, THE UNDERLYING CERTIFICATES OR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY. NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN SHALL BE MADE TO (I) ANY EMPLOYEE BENEFIT PLAN OR OTHER PLAN OR SIMILAR ARRANGEMENT (INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR ANNUITY, A KEOGH PLAN, A BANK COLLECTIVE INVESTMENT FUND OR AN INSURANCE COMPANY GENERAL OR SEPARATE ACCOUNT IN WHICH SUCH PLAN, ACCOUNT OR ARRANGEMENT IS INVESTED) THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR TO SECTION 4975 OF THE INTERNAL CODE (EACH A "PLAN") OR (II) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF OR WITH "PLAN ASSETS" (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATIONS AT 29 C.F.R. § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OF A PLAN. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN RELIANCE UPON RULE 144A UNDER THE 1933 ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4.02 OF THE AGREEMENT. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE MAY BE MADE ONLY IF (1) THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT AND AGREEMENT TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX UNDER CHAPTER 1 OF THE CODE AND EXCEPT FOR FREDDIE MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN 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 (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 4.02 OF THE AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CLASS R CERTIFICATE. Certificate No. [ ] Percentage Interest: 100% Class R Date of Pooling Agreement: As of October 31, 2007 First Distribution Date: November 25, 2007 Assumed Final Distribution Date: [_______], 20[__] BEAR STEARNS STRUCTURED PRODUCTS INC. TRUST, SERIES 2007-R8 evidencing a partial beneficial ownership interest in a trust (the "Trust") the assets of which consist primarily of the Underlying Certificates sold by STRUCTURED ASSET MORTGAGE INVESTMENTS II INC. This certifies that Bear, Stearns Securities Corp. is the registered owner of this Certificate, which represents a beneficial interest in, the Percentage Interest set forth above, in a trust (the "Trust") the assets of which consist primarily consisting of the Underlying Certificates sold by Structured Asset Mortgage Investments II Inc. ("SAMI II"). The Underlying Certificates were sold by Bear, Stearns & Co. Inc. to SAMI II. The Trust was created pursuant to the Pooling Agreement, dated as of the Closing Date (the "Agreement"), between SAMI II, as depositor (the "Depositor") and Wells Fargo, as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. The Trustee will distribute on the 25th day of each month, or, if such 25th day is not a Business Day, the immediately following Business Day (each, a "Distribution Date"), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the last Business Day of the calendar month preceding the month of such Distribution Date, an amount equal to the product of Percentage Interest evidenced by this Certificate and the amounts required to be distributed to the Holders of Certificates of the same Class as this Certificate. Distributions on this Certificate will be made by the Trustee by check mailed to the address of the Person entitled thereto as such name and address shall appear on the Certificate Register or, if such Person so requests by notifying the Trustee in writing as specified in the Agreement by wire transfer. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose and designated in such notice. The Certificates are limited in right of distribution to certain collections and recoveries respecting the Underlying Certificate (other than the Underlying Group V Certificates) or in certain instances distributions thereof in kind, all as more specifically set forth herein and in the Agreement. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust (to the extent of its rights therein) for distributions hereunder. As provided in the Agreement, withdrawals from the Certificate Account may be made from time to time for purposes other than, and, in certain cases, prior to, distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the Trust. Any distribution to the Holder of this Certificate (or any predecessor Certificate or this Class) is binding on such Holder and all future Holders of this Certificate and any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such distribution is made upon this Certificate. The Certificates are issuable in fully registered form only without coupons in the minimum denomination specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates in authorized denominations evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office, duly endorsed by or accompanied by an assignment in the form below and by such other documents as required by the Agreement and thereupon one or more new Certificates in authorized denominations evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. Except with respect to the initial Transfer of the Certificates, no transfer of this Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "1933 Act"), and effective registration or qualification under applicable state securities laws, or is made in reliance upon Rule 144A of the 1933 Act in a transaction which does not require such registration or qualification. In the event that such a transfer of this Certificate is to be made without registration or qualification, the Trustee shall require receipt of written certifications from the Certificateholder desiring to effect the transfer, and from such Certificateholder's prospective transferee, substantially in the forms attached to the Agreement as Exhibits F and Exhibit G, respectively. Neither the Depositor nor the Trustee is obligated to register or qualify the Class of Certificates specified on the face hereof under the 1933 Act or any other securities law or to take any action not otherwise required under the Agreement to permit the transfer of such Certificates without registration or qualification. Any Certificateholder desiring to effect a transfer of this Certificate shall be required to indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws or the terms of the Agreement. No transfer of any Certificate or any interest therein shall be made unless the Trustee has received either (i) Opinion of Counsel for the benefit of the Trustee and which it may rely which is satisfactory to the Trustee that the purchase of this certificate is permissible under local law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code, as amended (the "Code"), and will not subject the Trustee to any obligation or liability in addition to those undertaken in the Agreement or (ii) a representation letter stating that the transferee is not acquiring directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement that is subject to Title I of ERISA and/or Section 4975 of the Code (each, a "Plan"), or by a person using "plan assets" of a Plan. The Holder of this Certificate, by its acceptance hereof, shall be deemed for all purposes to have consented to the provisions of Section 4.02 of the Agreement and to any amendment of the Agreement deemed necessary by counsel to the Depositor to ensure that the transfer of this Certificate to any Person other than a Permitted Transferee or any other Person will not cause REMIC I or REMIC II to cease to qualify as a REMIC or cause the imposition of a tax upon the trust. No service charge will be made for any registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. The Depositor and the Trustee and any agent of the Depositor and the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor or the Trustee nor any such agent shall be affected by notice to the contrary. The trust and the obligations of the Depositor and the Trustee created by the Agreement with respect to the Certificates shall terminate upon distribution (or provision for distribution) to the Certificateholders of all amounts held by or on behalf of the Trustee and required to be distributed to them pursuant to the Agreement. In no event, however, will the trust created by the Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of a specific person named in the Agreement living on the date of the Agreement. The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor and the Trustee with the consent of the Majority Certificateholders, subject to certain provisions set forth in the Agreement. Any such consent by the Holder of this Certificate (or any predecessor Certificate of such Class) shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. THE AGREEMENT AND THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (OTHER THAN PROVISIONS THEREOF REGARDING CONFLICT OF LAWS) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Unless manually countersigned by an authorized signatory of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose. 

 IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated: October 31, 2007 WELLS FARGO BANK, N.A. Not in its individual capacity but solely as Trustee By:________________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class R Certificates referred to in the within-mentioned Agreement. WELLS FARGO BANK, N.A. Authorized signatory of Wells Fargo Bank, N.A., not in its individual capacity but solely as Trustee By:________________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assigns(s) and transfers unto ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) a Percentage Interest equal to ___% evidenced by the within Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register. I (we) further direct the Trustee to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: Dated: DISTRIBUTION INSTRUCTIONS The Assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to ____________________________________________________________________________ for the account of ______________________________________________________________ to ___________________________________________________________________________. Applicable statements should be mailed to _____________________________________ _____________________________________________________________________________. This information is provided by _____________________________________________, the Assignee named above, or ____________________________________________________, as its agent. The Assignee's taxpayer identification number is ___________________________. 

 EXHIBIT B FORM OF CERTIFICATION TO BE PROVIDED BY THE TRUSTEE TO DEPOSITOR Re: ________________________________ Trust 200_-____(the "Trust"), Certificates issued pursuant to the Pooling Agreement, dated as of ________ , 200_ (the "Agreement" or "Trust Agreement"), between Structured Asset Mortgage Investments II Inc., as Depositor and Wells Fargo Bank, N.A., as Trustee and Group V Exchange Trust Trustee The Trustee hereby certifies to the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that: 1. I have reviewed the annual report on Form 10-K for the fiscal year [____] (the "Annual Report"), and all reports on Form 10-D required to be filed in respect of period covered by the Annual Report (collectively with the Annual Report, the "Reports"), of the Trust; 2. To my knowledge, (a) the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Annual Report, and (b) the Trustee's assessment of compliance and related attestation report referred to below, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by such assessment of compliance and attestation report; 3. To my knowledge, the distribution information required to be provided by the Trustee under the Trust Agreement for inclusion in the Reports is included in the Reports; 4. I am responsible for reviewing the activities performed by the Trustee under the Trust Agreement, and based on my knowledge and the compliance review conducted in preparing the compliance statement of the Trustee required by the Trust Agreement, and except as disclosed in the Reports, the Trustee has fulfilled its obligations under the Trust Agreement in all material respects; and 5. The report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities of the Trustee and each subcontractor utilized by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the Annual Report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report. Any material instances of non-compliance are described in such report and have been disclosed in the Annual Report. In giving the certifications above, the Trustee has reasonably relied on information provided to it by the following unaffiliated parties: [names of servicer(s), master servicer, subservicer, depositor, trustee, custodian(s)] Date:_________________________________________ ______________________________________________ [Signature] [Title] 

 EXHIBIT C SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE Definitions Trustee - waterfall calculator Trustee - fiduciary of the transaction Note: The definitions above describe the essential function that the party performs, rather than the party's title. So, for example, in a particular transaction, the trustee may perform the "paying agent" and "securities administrator" functions, while in another transaction, the securities administrator may perform these functions. Where there are multiple checks for criteria the attesting party will identify in their management assertion that they are attesting only to the portion of the distribution chain they are responsible for in the related transaction agreements. Key: X - obligation ______________________________________________________________________________________________________________________ Servicing Criteria Reg AB Reference General Servicing Considerations Trustee ______________________________________________________________________________________________________________________ 1122(d)(1)(i) Policies and procedures are instituted to monitor any X performance or other triggers and events of default in accordance with the transaction agreements. ______________________________________________________________________________________________________________________ 1122(d)(1)(ii) If any material servicing activities are outsourced to third X parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities. ______________________________________________________________________________________________________________________ 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained. ______________________________________________________________________________________________________________________ 1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. ______________________________________________________________________________________________________________________ Cash Collection and Administration ______________________________________________________________________________________________________________________ 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate X custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. ______________________________________________________________________________________________________________________ 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. ______________________________________________________________________________________________________________________ 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. ______________________________________________________________________________________________________________________ 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve X accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. ______________________________________________________________________________________________________________________ 1122(d)(2)(v) Each custodial account is maintained at a federally insured X depository institution as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. ______________________________________________________________________________________________________________________ 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X access. ______________________________________________________________________________________________________________________ 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all X asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. ______________________________________________________________________________________________________________________ Investor Remittances and Reporting ______________________________________________________________________________________________________________________ 1122(d)(3)(i) Reports to investors, including those to be filed with the X Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer. ______________________________________________________________________________________________________________________ 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in X accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. ______________________________________________________________________________________________________________________ 1122(d)(3)(iii) Disbursements made to an investor are posted within two business X days to the Servicer's investor records, or such other number of days specified in the transaction agreements. ______________________________________________________________________________________________________________________ 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree X with cancelled checks, or other form of payment, or custodial bank statements. ______________________________________________________________________________________________________________________ Pool Asset Administration ______________________________________________________________________________________________________________________ 1122(d)(4)(i) Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. ______________________________________________________________________________________________________________________ 1122(d)(4)(ii) Pool assets and related documents are safeguarded as required by the transaction agreements ______________________________________________________________________________________________________________________ 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. ______________________________________________________________________________________________________________________ 1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. ______________________________________________________________________________________________________________________ 1122(d)(4)(v) The Servicer's records regarding the pool assets agree with the Servicer's records with respect to an obligor's unpaid principal balance. ______________________________________________________________________________________________________________________ 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. ______________________________________________________________________________________________________________________ 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. ______________________________________________________________________________________________________________________ 1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). ______________________________________________________________________________________________________________________ 1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. ______________________________________________________________________________________________________________________ 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor's pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. ______________________________________________________________________________________________________________________ 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. ______________________________________________________________________________________________________________________ 1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission. ______________________________________________________________________________________________________________________ 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the servicer, or such other number of days specified in the transaction agreements. ______________________________________________________________________________________________________________________ 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. ______________________________________________________________________________________________________________________ 1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. (In this transaction there is no external enhancement or other support.) ______________________________________________________________________________________________________________________ 

 EXHIBIT D FORM 10-D, FORM 8-K AND FORM 10-K REPORTING RESPONSIBILITY As to each item described below, the entity indicated as the Responsible Party shall be primarily responsible for reporting the information to the party identified as responsible for preparing the Securities Exchange Act Reports pursuant to Section 3.11 of the Pooling Agreement. Under Item 1 of Form 10-D: a) items marked "Monthly Statement to Certificateholders" are required to be included in the periodic Distribution Date statement under Section 3.06, provided by the Trustee based on information received from the party providing such information; and b) items marked "Form 10-D report" are required to be in the Form 10-D report but not the Monthly Statements to Certificateholders, provided by the party indicated. Information under all other Items of Form 10-D is to be included in the Form 10-D report. All such information and any other Items on Form 8-K and Form 10-D set forth in this Exhibit shall be sent to the Trustee and the Depositor. ______________________________________________________________________________________________________________________ Form Item Description Trustee Depositor Sponsor ______________________________________________________________________________________________________________________ 10-D Must be filed within 15 days of the distribution date for the asset-backed securities. ______________________________________________________________________________________________________________________ 1 Distribution and Pool Performance Information ______________________________________________________________________________________________________________________ Item 1121(a) - Distribution and Pool Performance Information ______________________________________________________________________________________________________________________ (1) Any applicable X record dates, accrual dates, determination (Monthly Statements to dates for calculating Certificateholders) distributions and actual distribution dates for the distribution period. ______________________________________________________________________________________________________________________ (2) Cash flows received X and the sources thereof for distributions, fees (Monthly Statements to and expenses. Certificateholders) ______________________________________________________________________________________________________________________ (3) Calculated amounts X and distribution of the flow of funds for the (Monthly Statements to period itemized by type Certificateholders) and priority of payment, including: ______________________________________________________________________________________________________________________ (i) Fees or expenses accrued and paid, with an identification of the general purpose of such fees and the party receiving such fees or expenses. ______________________________________________________________________________________________________________________ (ii) Payments X accrued or paid with respect to enhancement (Monthly Statements to or other support Certificateholders) identified in Item 1114 of Regulation AB (such as insurance premiums or other enhancement maintenance fees), with an identification of the general purpose of such payments and the party receiving such payments. ______________________________________________________________________________________________________________________ (iii) X Principal, interest and other distributions (Monthly Statements to accrued and paid on the Certificateholders) asset-backed securities by type and by class or series and any principal or interest shortfalls or carryovers. ______________________________________________________________________________________________________________________ (iv) The X amount of excess cash flow or excess spread (Monthly Statements to and the disposition of Certificateholders) excess cash flow. ______________________________________________________________________________________________________________________ (4) Beginning and X ending principal balances of the (Monthly Statements to asset-backed securities. Certificateholders) ______________________________________________________________________________________________________________________ (5) Interest rates X applicable to the pool assets and the (Monthly Statements to asset-backed Certificateholders) securities, as applicable. Consider providing interest rate information for pool assets in appropriate distributional groups or incremental ranges. ______________________________________________________________________________________________________________________ (6) Beginning and X ending balances of transaction accounts, (Monthly Statements to such as reserve Certificateholders) accounts, and material account activity during the period. ______________________________________________________________________________________________________________________ (7) Any amounts drawn X on any credit enhancement or other (Monthly Statements to support identified in Certificateholders) Item 1114 of Regulation AB, as applicable, and the amount of coverage remaining under any such enhancement, if known and applicable. ______________________________________________________________________________________________________________________ (8) Number and amount X Updated pool of pool assets at the composition beginning and ending of (Monthly Statements to information each period, and Certificateholders) fields to be as updated pool specified by composition Depositor from information, such as time to time weighted average coupon, weighted average remaining term, pool factors and prepayment amounts. ______________________________________________________________________________________________________________________ (9) Delinquency and X loss information for the period. (Monthly Statements to Certificateholders) ______________________________________________________________________________________________________________________ In addition, describe any material changes to the information specified in Item 1100(b)(5) of Regulation AB regarding the pool assets. (methodology) ______________________________________________________________________________________________________________________ (10) Information on the X amount, terms and general purpose of any (Monthly Statements to advances made or Certificateholders) reimbursed during the period, including the general use of funds advanced and the general source of funds for reimbursements. ______________________________________________________________________________________________________________________ (11) Any material X modifications, extensions or waivers (Monthly Statements to to pool asset terms, Certificateholders) fees, penalties or payments during the distribution period or that have cumulatively become material over time. ______________________________________________________________________________________________________________________ (12) Material breaches X X of pool asset representations or (if agreed upon by the warranties or parties) transaction covenants. ______________________________________________________________________________________________________________________ (13) Information on X ratio, coverage or other tests used for (Monthly Statements to determining any early Certificateholders) amortization, liquidation or other performance trigger and whether the trigger was met. ______________________________________________________________________________________________________________________ (14) Information X regarding any new issuance of asset-backed securities backed by the same asset pool, ______________________________________________________________________________________________________________________ information X X regarding any pool asset changes (other than in connection with a pool asset converting into cash in accordance with its terms), such as additions or removals in connection with a prefunding or revolving period and pool asset substitutions and repurchases (and purchase rates, if applicable), and cash flows available for future purchases, such as the balances of any prefunding or revolving accounts, if applicable. ______________________________________________________________________________________________________________________ Disclose any X X material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures, as applicable, used to originate, acquire or select the new pool assets. ______________________________________________________________________________________________________________________ Item 1121(b) - X Pre-Funding or Revolving Period Information Updated pool information as required under Item 1121(b). ______________________________________________________________________________________________________________________ 2 Legal Proceedings ______________________________________________________________________________________________________________________ Item 1117 - Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities: ______________________________________________________________________________________________________________________ Sponsor X ______________________________________________________________________________________________________________________ Depositor X ______________________________________________________________________________________________________________________ Trustee ______________________________________________________________________________________________________________________ Issuing entity X ______________________________________________________________________________________________________________________ Master Servicer, N/A affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers ______________________________________________________________________________________________________________________ Securities Administrator N/A ______________________________________________________________________________________________________________________ Originator of 20% or X more of pool assets as of the Cut-off Date ______________________________________________________________________________________________________________________ Custodian ______________________________________________________________________________________________________________________ 3 Sales of Securities and Use of Proceeds ______________________________________________________________________________________________________________________ Information from Item X 2(a) of Part II of Form 10-Q: With respect to any sale of securities by the sponsor, depositor or issuing entity, that are backed by the same asset pool or are otherwise issued by the issuing entity, whether or not registered, provide the sales and use of proceeds information in Item 701 of Regulation S-K. Pricing information can be omitted if securities were not registered. ______________________________________________________________________________________________________________________ 4 Defaults Upon Senior Securities ______________________________________________________________________________________________________________________ Information from Item 3 X of Part II of Form 10-Q: Report the occurrence of any Event of Default (after expiration of any grace period and provision of any required notice) ______________________________________________________________________________________________________________________ 5 Submission of Matters to a Vote of Security Holders ______________________________________________________________________________________________________________________ Information from Item 4 X of Part II of Form 10-Q ______________________________________________________________________________________________________________________ 6 Significant Obligors of Pool Assets ______________________________________________________________________________________________________________________ Item 1112(b) - X Significant Obligor Financial Information* ______________________________________________________________________________________________________________________ *This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Item. ______________________________________________________________________________________________________________________ 7 Significant Enhancement Provider Information ______________________________________________________________________________________________________________________ Item 1114(b)(2) - Credit Enhancement Provider Financial Information* ______________________________________________________________________________________________________________________ Determining X applicable disclosure threshold ______________________________________________________________________________________________________________________ Requesting X required financial information or effecting incorporation by reference ______________________________________________________________________________________________________________________ Item 1115(b) - Derivative Counterparty Financial Information* ______________________________________________________________________________________________________________________ Determining current maximum probable exposure ______________________________________________________________________________________________________________________ Determining current significance percentage ______________________________________________________________________________________________________________________ Requesting required financial information or effecting incorporation by reference ______________________________________________________________________________________________________________________ *This information need only be reported on the Form 10-D for the distribution period in which updated information is required pursuant to the Items. ______________________________________________________________________________________________________________________ 8 Other Information ______________________________________________________________________________________________________________________ Disclose any information required to be reported on Form 8-K during the period covered by the Form 10-D but not reported ______________________________________________________________________________________________________________________ 9 Exhibits ______________________________________________________________________________________________________________________ Distribution report X ______________________________________________________________________________________________________________________ Exhibits required by X Item 601 of Regulation S-K, such as material agreements ______________________________________________________________________________________________________________________ 8-K ______________________________________________________________________________________________________________________ 1.01 Entry into a Material Definitive Agreement ______________________________________________________________________________________________________________________ Disclosure is required X X X regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party. Examples: servicing agreement, custodial agreement. Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus ______________________________________________________________________________________________________________________ 1.02 Termination of a X X X Material Definitive Agreement ______________________________________________________________________________________________________________________ Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party. Examples: servicing agreement, custodial agreement. ______________________________________________________________________________________________________________________ 1.03 Bankruptcy or Receivership ______________________________________________________________________________________________________________________ Disclosure is required X X X regarding the bankruptcy or receivership, if known, with respect to any of the following: Sponsor, Depositor, Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers, Certificate Administrator, Trustee, significant obligor, credit enhancer (10% or more), derivatives counterparty, Custodian ______________________________________________________________________________________________________________________ 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement ______________________________________________________________________________________________________________________ Includes an early X amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule. Disclosure will be made of events other than waterfall triggers which are disclosed in the Monthly Statement to Certificateholders ______________________________________________________________________________________________________________________ 3.03 Material Modification to Rights of Security Holders ______________________________________________________________________________________________________________________ Disclosure is required X X of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement ______________________________________________________________________________________________________________________ 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ______________________________________________________________________________________________________________________ Disclosure is required X of any amendment "to the governing documents of the issuing entity" ______________________________________________________________________________________________________________________ 5.06 Change in Shell Company Status ______________________________________________________________________________________________________________________ [Not applicable to ABS X issuers] ______________________________________________________________________________________________________________________ 6.01 ABS Informational and Computational Material ______________________________________________________________________________________________________________________ [Not included in X reports to be filed under Section 3.11] ______________________________________________________________________________________________________________________ 6.02 Change of Servicer or Trustee ______________________________________________________________________________________________________________________ Requires disclosure of X X any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers, certificate administrator or trustee. ______________________________________________________________________________________________________________________ Reg AB disclosure about N/A any new servicer is also required. ______________________________________________________________________________________________________________________ Reg AB disclosure about X any new trustee is also (to the extent of a new required. trustee) ______________________________________________________________________________________________________________________ Reg AB disclosure about N/A any new securities administrator is also required. ______________________________________________________________________________________________________________________ 6.03 Change in Credit Enhancement or Other External Support In this transaction there is no external enhancement or other support. ______________________________________________________________________________________________________________________ Covers termination of X any enhancement in manner other than by its terms, the addition of an enhancement, or a material change in the enhancement provided. Applies to external credit enhancements as well as derivatives. ______________________________________________________________________________________________________________________ Reg AB disclosure about X any new enhancement provider is also required. ______________________________________________________________________________________________________________________ 6.04 Failure to Make a X Required Distribution ______________________________________________________________________________________________________________________ 6.05 Securities Act Updating Disclosure ______________________________________________________________________________________________________________________ If any material pool X characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. ______________________________________________________________________________________________________________________ If there are any new X servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. ______________________________________________________________________________________________________________________ 7.01 Regulation FD Disclosure X X ______________________________________________________________________________________________________________________ 8.01 Other Events ______________________________________________________________________________________________________________________ Any event, with respect X to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to security holders. ______________________________________________________________________________________________________________________ 9.01 Financial Statements and Exhibits ______________________________________________________________________________________________________________________ 10-K ______________________________________________________________________________________________________________________ 9B Other Information ______________________________________________________________________________________________________________________ Disclose any information required to be reported on Form 8-K during the fourth quarter covered by the Form 10-K but not reported ______________________________________________________________________________________________________________________ 15 Exhibits and Financial Statement Schedules ______________________________________________________________________________________________________________________ Item 1112(b) - X Significant Obligor Financial Information ______________________________________________________________________________________________________________________ Item 1114(b)(2) - Credit Enhancement Provider Financial Information ______________________________________________________________________________________________________________________ Determining X applicable disclosure threshold ______________________________________________________________________________________________________________________ Requesting X required financial information or effecting incorporation by reference ______________________________________________________________________________________________________________________ Item 1115(b) - Derivative Counterparty Financial Information ______________________________________________________________________________________________________________________ Determining X current maximum probable exposure ______________________________________________________________________________________________________________________ Determining current significance percentage ______________________________________________________________________________________________________________________ Requesting required financial information or effecting incorporation by reference ______________________________________________________________________________________________________________________ Item 1117 - Legal proceedings pending against the following entities, or their respective property, that is material to Certificateholders, including proceedings known to be contemplated by governmental authorities: ______________________________________________________________________________________________________________________ Sponsor X ______________________________________________________________________________________________________________________ Depositor X ______________________________________________________________________________________________________________________ Trustee ______________________________________________________________________________________________________________________ Issuing entity X ______________________________________________________________________________________________________________________ Master Servicer, N/A affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers ______________________________________________________________________________________________________________________ Securities Administrator N/A ______________________________________________________________________________________________________________________ Originator of 20% or X more of pool assets as of the Cut-off Date ______________________________________________________________________________________________________________________ Custodian ______________________________________________________________________________________________________________________ Item 1119 - Affiliations and relationships between the following entities, or their respective affiliates, that are material to Certificateholders: ______________________________________________________________________________________________________________________ Sponsor X ______________________________________________________________________________________________________________________ Depositor X ______________________________________________________________________________________________________________________ Trustee ______________________________________________________________________________________________________________________ Master Servicer, affiliated Servicer, other Servicer servicing 20% or more of pool assets at time of report, other material servicers ______________________________________________________________________________________________________________________ Securities Administrator N/A ______________________________________________________________________________________________________________________ Originator X ______________________________________________________________________________________________________________________ Custodian ______________________________________________________________________________________________________________________ Credit Enhancer/Support X Provider ______________________________________________________________________________________________________________________ Significant Obligor X ______________________________________________________________________________________________________________________ Item 1122 - Assessment X of Compliance with Servicing Criteria ______________________________________________________________________________________________________________________ Item 1123 - Servicer Compliance Statement ______________________________________________________________________________________________________________________ 

 EXHIBIT E ADDITIONAL DISCLOSURE NOTIFICATION Wells Fargo Bank, N.A. as Trustee 9062 Old Annapolis Road Columbia, Maryland 21045 Fax: (410) 715-2380 E-mail:  ***@*** Attn: Corporate Trust Services - BSSP 2007-R8 - SEC REPORT PROCESSING RE: **Additional Form [ ] Disclosure**Required Ladies and Gentlemen: In accordance with Section 3.11 of the Pooling Agreement, dated as of October 31, 2007, by and among Structured Asset Mortgage Investments II Inc., as depositor, Wells Fargo Bank, N.A., as trustee. The Undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will][may] need to be disclosed on Form [ ]. Description of Additional Form [ ] Disclosure: List of Any Attachments hereto to be included in the Additional Form [ ] Disclosure: Any inquiries related to this notification should be directed to [ ], phone number: [ ]; email address: [ ]. [NAME OF PARTY] as [role] By: _____________________________________ Name: Title: 

 EXHIBIT F FORM OF TRANSFEROR CERTIFICATE Structured Asset Mortgage Investments II Inc. 383 Madison Avenue New York, New York 10179 Wells Fargo Bank, N.A. as Trustee 9062 Old Annapolis Road Columbia, Maryland 21045 Re: Bear Stearns Structured Products Inc., Trust, Series 2007-R8 Certificates, Class A Certificates and Class R Certificates Ladies and Gentlemen: In connection with the sale by ___________ ("Seller") to ______________ (the "Purchaser") of a _____ Percentage Interest in Bear Stearns Structured Products Inc., Trust, Series 2007-R8 Certificates, [Class [_]-A-[_]] [Class R Certificates] (collectively, the "Certificates"), issued pursuant to the Pooling Agreement (the "Pooling Agreement"), dated as of October 1, 2007, between Structured Asset Mortgage Investments II Inc., as depositor (the "Depositor") and Wells Fargo Bank, N.A. as trustee (the "Trustee") and as group v exchange trust trustee (the "Group V Exchange Trust Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Depositor and the Trustee that: Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c) has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any other similar security with any person in any manner, (d) has made any general solicitation by means of general advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above) would constitute a distribution of the Certificates under the Securities Act of 1933, as amended (the "Act"), that would render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or that would require registration or qualification pursuant thereto. The Seller will not act in any manner set forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling Agreement. [No purpose of the Seller relating to the transfer of the Certificate by the Seller to the Purchaser is or will be to impede the assessment or collection of any tax. The Seller understands that the Purchaser has delivered to the Trustee a transfer affidavit and agreement in the form attached to the Pooling Agreement as Exhibit G. The Seller does not know or believe that any representation contained therein is false. The Seller has at the time of the transfer conducted a reasonable investigation of the financial condition of the Purchaser as contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Seller has determined that the Purchaser has historically paid its debts as they become due and has found no significant evidence to indicate that the Purchaser will not continue to pay its debts as they become due in the future. The Seller understands that the transfer of a Class R Certificate may not be respected for United States income tax purposes (and the Seller may continue to be liable for United States income taxes associated therewith) unless the Seller has conducted such an investigation. The Seller has no actual knowledge that the proposed Purchaser is not both a United States Person and a Permitted Transferee][TO BE INSERTED ONLY IN CONNECTION WITH CLASS R CERTIFICATES]. Very truly yours, _________________________________________ Print Name of Transferor By:______________________________________ Authorized Officer 

 EXHIBIT G FORM OF RESIDUAL TRANSFER AFFIDAVIT AND AGREEMENT STATE OF ) )ss. COUNTY OF ) The undersigned, being first duly sworn, deposes and says as follows: 1. The undersigned is an officer of , the proposed transferee (the "Transferee") of a Percentage Interest in a Class R Certificate (the "Certificate") issued pursuant to the Pooling Agreement (the "Agreement"), relating to the above-referenced Certificate, between Structured Asset Mortgage Investments II Inc., as depositor (the "Depositor") and Wells Fargo Bank, N.A., as trustee (the "Trustee"). Capitalized terms used, but not defined herein, shall have the meanings ascribed to such terms in the Agreement. The Transferee has authorized the undersigned to make this affidavit on behalf of the Transferee. 2. The Transferee is, as of the date hereof, and will be, as of the date of the transfer, a Permitted Transferee. The Transferee will endeavor to remain a Permitted Transferee for so long as it retains its ownership interest in the Class R Certificates. The Transferee is acquiring its Percentage Interest in the Certificate either (i) for its own account or (ii) as nominee, trustee or agent for another Person and has attached hereto an affidavit from such Person in substantially the same form as this affidavit. The Transferee has no knowledge that any such affidavit is false. 3. The Transferee has been advised of, and understands that (i) a tax will be imposed on transfers of the Certificate to Persons that are not Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if such transfer is through an agent (which includes a broker, nominee or middleman) for a Person that is not a Permitted Transferee, on the agent; and (iii) the Person otherwise liable for the tax shall be relieved of liability for the tax if the subsequent Transferee furnished to such Person an affidavit that such subsequent Transferee is a Permitted Transferee and, at the time of transfer, such Person does not have actual knowledge that the affidavit is false. 4. The Transferee has been advised of, and understands that a tax will be imposed on a "pass-through entity" holding the Certificate if at any time during the taxable year of the pass-through entity a Person that is not a Permitted Transferee is the record holder of an interest in such entity. The Transferee understands that such tax will not be imposed for any period with respect to which the record holder furnishes to the pass-through entity an affidavit that such record holder is a Permitted Transferee and the pass-through entity does not have actual knowledge that such affidavit is false. (For this purpose, a "pass-through entity" includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives and, except as may be provided in Treasury Regulations, persons holding interests in pass-through entities as a nominee for another Person.) 5. The Transferee has reviewed the provisions of Section 4.02 of the Agreement and understands the legal consequences of the acquisition of an Percentage Interest in the Certificate including, without limitation, the restrictions on subsequent transfers and the provisions regarding voiding the transfer and mandatory sales. The Transferee expressly agrees to be bound by and to abide by the provisions of Section 4.02 of the Agreement and the restrictions noted on the face of the Certificate. The Transferee understands and agrees that any breach of any of the representations included herein shall render the transfer to the Transferee contemplated hereby null and void. 6. The Transferee agrees to require a transfer affidavit and agreement (substantially in the form set forth in this Exhibit G) from any Person to whom the Transferee attempts to transfer its Percentage Interest in the Certificate, and in connection with any transfer by a Person for whom the Transferee is acting as nominee, trustee or agent, and the Transferee will not transfer its Percentage Interest or cause any Percentage Interest to be transferred to any Person that the Transferee knows is not a Permitted Transferee. In connection with any such transfer by the Transferee, the Transferee agrees to deliver to the Trustee a certificate substantially in the form set forth as Exhibit F to the Agreement, to the effect that such Transferee has no actual knowledge that the Person to which the transfer is to be made is not a Permitted Transferee. 7. The Transferee does not have the intention to impede the assessment or collection of any tax legally required to be paid with respect to the Certificate; in making this representation, the Transferee warrants that the Transferee is familiar with (i) Treasury Regulation section 1.860E-1(c) and amendments thereto, effective as of July 19, 2002, and (ii) the preamble describing the adoption of the amendments to such regulation, which is attached hereto as Annex I. 8. If the Certificate is a "noneconomic residual interest," the Transferee understands that, as the holder of the noneconomic residual, the Transferee may incur tax liabilities in excess of any cash flows generated by the interest and that the Transferee intends to pay taxes associated with holding the residual interest as they become due. 9. The Transferee's taxpayer identification number is . 10. The Transferee is a U.S. Person as defined in Code Section 7701(a)(30). 11. The Transferee is aware that the Certificate may be a "noneconomic residual interest" within the meaning of proposed Treasury regulations promulgated pursuant to the Code and that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual interest, unless no significant purpose of the transfer was to impede the assessment or collection of tax. 12. The Transferee is not acquiring the Certificate directly or indirectly for, or on behalf of, or with the assets of, an employee benefit plan or other plan or similar arrangement that is subject to Title I of ERISA or a plan that is subject to Section 4975 of the Code. 13. The Transferee consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class R Certificates will only be owned, directly or indirectly, by a Holder that is not a disqualified organization. 14. The Transferee has no present knowledge or expectation that it will be unable to pay any United States taxes owed by it so long as any of the Certificates remain outstanding. In this regard, the Transferee hereby represents to and for the benefit of the person from whom it acquired the Class R Certificate that the Transferee intends to pay taxes associated with holding such Class R Certificate as they become due, fully understanding that it may incur tax liabilities in excess of any cash flows generated by the Class R Certificate. 15. The Transferee has no present knowledge or expectation that it will become insolvent or subject to a bankruptcy proceeding for so long as any of the Class R Certificates remain outstanding. 16. The Transferee hereby agrees that it will not cause income from the Class R Certificates to be attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of the Transferee or another United States taxpayer. 

 IN WITNESS WHEREOF, the Transferee has caused this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its duly authorized officer and its corporate seal to be hereunto affixed, duly attested, this ____ day of __________, ____. [NAME OF TRANSFEREE] By:______________________________ Name: Title: [Corporate Seal] ATTEST: _______________________ _______________________ [Assistant] Secretary Personally appeared before me the above-named , known or proved to me to be the same person who executed the foregoing instrument and to be the of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee. Subscribed and sworn before me this____ day of __________, ____. _________________________________________ _________________________________________ NOTARY PUBLIC My Commission expires the ____ day of _____, ____. 

 ANNEX I TO EXHIBIT G DEPARTMENT OF THE TREASURY Internal Revenue Service 26 CFR Parts 1 and 602 [TD 9004] RIN 1545-AW98 Real Estate Mortgage Investment Conduits AGENCY: Internal Revenue Service (IRS), Treasury. ACTION: Final regulations. _________________________________________________________________________ SUMMARY: This document contains final regulations relating to safe harbor transfers of noneconomic residual interests in real estate mortgage investment conduits (REMICs). The final regulations provide additional limitations on the circumstances under which transferors may claim safe harbor treatment. DATES: Effective Date: These regulations are effective July 19, 2002. Applicability Date: For dates of applicability, see Sec. 1.860E-(1)(c)(10). FOR FURTHER INFORMATION CONTACT: Courtney Shepardson at ###-###-#### (not a toll-free number). SUPPLEMENTARY INFORMATION: Paperwork Reduction Act The collection of information in this final rule has been reviewed and, pending receipt and evaluation of public comments, approved by the Office of Management and Budget (OMB) under 44 U.S.C. 3507 and assigned control number 1545-1675. The collection of information in this regulation is in Sec. 1.860E-1(c)(5)(ii). This information is required to enable the IRS to verify that a taxpayer is complying with the conditions of this regulation. The collection of information is mandatory and is required. Otherwise, the taxpayer will not receive the benefit of safe harbor treatment as provided in the regulation. The likely respondents are businesses and other for-profit institutions. Comments on the collection of information should be sent to the Office of Management and Budget, Attn: Desk Officer for the Department of the Treasury, Office of Information and Regulatory Affairs, Washington, DC, 20503, with copies to the Internal Revenue Service, Attn: IRS Reports Clearance Officer, W:CAR:MP:FP:S, Washington, DC 20224. Comments on the collection of information should be received by September 17, 2002. Comments are specifically requested concerning: Whether the collection of information is necessary for the proper performance of the functions of the Internal Revenue Service, including whether the information will have practical utility; The accuracy of the estimated burden associated with the collection of information (see below); How the quality, utility, and clarity of the information to be collected may be enhanced; How the burden of complying with the collection of information may be minimized, including through the application of automated collection techniques or other forms of information technology; and Estimates of capital or start-up costs and costs of operation, maintenance, and purchase of service to provide information. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a valid control number assigned by the Office of Management and Budget. The estimated total annual reporting burden is 470 hours, based on an estimated number of respondents of 470 and an estimated average annual burden hours per respondent of one hour. Books or records relating to a collection of information must be retained as long as their contents may become material in the administration of any internal revenue law. Generally, tax returns and tax return information are confidential, as required by 26 U.S.C. 6103. Background This document contains final regulations regarding the proposed amendments to 26 CFR part 1 under section 860E of the Internal Revenue Code (Code). The regulations provide the circumstances under which a transferor of a noneconomic REMIC residual interest meeting the investigation and representation requirements may avail itself of the safe harbor by satisfying either the formula test or the asset test. Final regulations governing REMICs, issued in 1992, contain rules governing the transfer of noneconomic REMIC residual interests. In general, a transfer of a noneconomic residual interest is disregarded for all tax purposes if a significant purpose of the transfer is to enable the transferor to impede the assessment or collection of tax. A purpose to impede the assessment or collection of tax (a wrongful purpose) exists if the transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the REMIC's taxable income. Under a safe harbor, the transferor of a REMIC noneconomic residual interest is presumed not to have a wrongful purpose if two requirements are satisfied: (1) the transferor conducts a reasonable investigation of the transferee's financial condition (the investigation requirement); and (2) the transferor secures a representation from the transferee to the effect that the transferee understands the tax obligations associated with holding a residual interest and intends to pay those taxes (the representation requirement). The IRS and Treasury have been concerned that some transferors of noneconomic residual interests claim they satisfy the safe harbor even in situations where the economics of the transfer clearly indicate the transferee is unwilling or unable to pay the tax associated with holding the interest. For this reason, on February 7, 2000, the IRS published in the Federal Register (65 FR 5807) a notice of proposed rulemaking (REG-100276-97; REG-122450-98) designed to clarify the safe harbor by adding the "formula test," an economic test. The proposed regulation provides that the safe harbor is unavailable unless the present value of the anticipated tax liabilities associated with holding the residual interest does not exceed the sum of: (1) The present value of any consideration given to the transferee to acquire the interest; (2) the present value of the expected future distributions on the interest; and (3) the present value of the anticipated tax savings associated with holding the interest as the REMIC generates losses. The notice of proposed rulemaking also contained rules for FASITs. Section 1.860H-6(g) of the proposed regulations provides requirements for transfers of FASIT ownership interests and adopts a safe harbor by reference to the safe harbor provisions of the REMIC regulations. In January 2001, the IRS published Rev. Proc. 2001-12 (2001-3 I.R.B. 335) to set forth an alternative safe harbor that taxpayers could use while the IRS and the Treasury considered comments on the proposed regulations. Under the alternative safe harbor, if a transferor meets the investigation requirement and the representation requirement but the transfer fails to meet the formula test, the transferor may invoke the safe harbor if the transferee meets a two-prong test (the asset test). A transferee generally meets the first prong of this test if, at the time of the transfer, and in each of the two years preceding the year of transfer, the transferee's gross assets exceed $100 million and its net assets exceed $10 million. A transferee generally meets the second prong of this test if it is a domestic, taxable corporation and agrees in writing not to transfer the interest to any person other than another domestic, taxable corporation that also satisfies the requirements of the asset test. A transferor cannot rely on the asset test if the transferor knows, or has reason to know, that the transferee will not comply with its written agreement to limit the restrictions on subsequent transfers of the residual interest. Rev. Proc. 2001-12 provides that the asset test fails to be satisfied in the case of a transfer or assignment of a noneconomic residual interest to a foreign branch of an otherwise eligible transferee. If such a transfer or assignment were permitted, a corporate taxpayer might seek to claim that the provisions of an applicable income tax treaty would resource excess inclusion income as foreign source income, and that, as a consequence, any U.S. tax liability attributable to the excess inclusion income could be offset by foreign tax credits. Such a claim would impede the assessment or collection of U.S. tax on excess inclusion income, contrary to the congressional purpose of assuring that such income will be taxable in all events. See, e.g., sections 860E(a)(1), (b), (e) and 860G(b) of the Code. The Treasury and the IRS have learned that certain taxpayers transferring noneconomic residual interests to foreign branches have attempted to rely on the formula test to obtain safe harbor treatment in an effort to impede the assessment or collection of U.S. tax on excess inclusion income. Accordingly, the final regulations provide that if a noneconomic residual interest is transferred to a foreign permanent establishment or fixed base of a U.S. taxpayer, the transfer is not eligible for safe harbor treatment under either the asset test or the formula test. The final regulations also require a transferee to represent that it will not cause income from the noneconomic residual interest to be attributable to a foreign permanent establishment or fixed base. Section 1.860E-1(c)(8) provides computational rules that a taxpayer may use to qualify for safe harbor status under the formula test. Section 1.860E-1(c)(8)(i) provides that the transferee is presumed to pay tax at a rate equal to the highest rate of tax specified in section 11(b). Some commentators were concerned that this presumed rate of taxation was too high because it does not take into consideration taxpayers subject to the alternative minimum tax rate. In light of the comments received, this provision has been amended in the final regulations to allow certain transferees that compute their taxable income using the alternative minimum tax rate to use the alternative minimum tax rate applicable to corporations. Additionally, Sec. 1.860E-1(c)(8)(iii) provides that the present values in the formula test are to be computed using a discount rate equal to the applicable Federal short-term rate prescribed by section 1274(d). This is a change from the proposed regulation and Rev. Proc. 2001-12. In those publications the provision stated that ``present values are computed using a discount rate equal to the applicable Federal rate prescribed in section 1274(d) compounded semiannually" and that "[a] lower discount rate may be used if the transferee can demonstrate that it regularly borrows, in the course of its trade or business, substantial funds at such lower rate from an unrelated third party." The IRS and the Treasury Department have learned that, based on this provision, certain taxpayers have been attempting to use unrealistically low or zero interest rates to satisfy the formula test, frustrating the intent of the test. Furthermore, the Treasury Department and the IRS believe that a rule allowing for a rate other than a rate based on an objective index would add unnecessary complexity to the safe harbor. As a result, the rule in the proposed regulations that permits a transferee to use a lower discount rate, if the transferee can demonstrate that it regularly borrows substantial funds at such lower rate, is not included in the final regulations; and the Federal short-term rate has been substituted for the applicable Federal rate. To simplify taxpayers' computations, the final regulations allow use of any of the published short-term rates, provided that the present values are computed with a corresponding period of compounding. With the exception of the provisions relating to transfers to foreign branches, these changes generally have the proposed applicability date of February 4, 2000, but taxpayers may choose to apply the interest rate formula set forth in the proposed regulation and Rev. Proc. 2001-12 for transfers occurring before August 19, 2002. It is anticipated that when final regulations are adopted with respect to FASITs, Sec. 1.860H-6(g) of the proposed regulations will be adopted in substantially its present form, with the result that the final regulations contained in this document will also govern transfers of FASIT ownership interests with substantially the same applicability date as is contained in this document. Effect on Other Documents Rev. Proc. 2001-12 (2001-3 I.R.B. 335) is obsolete for transfers of noneconomic residual interests in REMICs occurring on or after August 19, 2002. Special Analyses It is hereby certified that these regulations will not have a significant economic impact on a substantial number of small entities. This certification is based on the fact that it is unlikely that a substantial number of small entities will hold REMIC residual interests. Therefore, a Regulatory Flexibility Analysis under the Regulatory Flexibility Act (5 U.S.C. chapter 6) is not required. It has been determined that this Treasury decision is not a significant regulatory action as defined in Executive Order 12866. Therefore, a regulatory assessment is not required. It also has been determined that sections 553(b) and 553(d) of the Administrative Procedure Act (5 U.S.C. chapter 5) do not apply to these regulations. Drafting Information The principal author of these regulations is Courtney Shepardson. However, other personnel from the IRS and Treasury Department participated in their development. List of Subjects 26 CFR Part 1 Income taxes, Reporting and record keeping requirements. 26 CFR Part 602 Reporting and record keeping requirements. Adoption of Amendments to the Regulations Accordingly, 26 CFR parts 1 and 602 are amended as follows: PART 1--INCOME TAXES Paragraph 1. The authority citation for part 1 continues to read in part as follows: Authority: 26 U.S.C. 7805 * * * 

 Exhibit H-1 FORM OF EXCHANGE LETTER ___, 20__ Wells Fargo Bank, N.A. Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: BSSP 2007-R8 Re: Bear Stearns Structured Products Inc. Trust, Series 2007-R8 Ladies and Gentlemen: Pursuant to the terms of that certain Pooling Agreement dated as of October 31, 2007 (the "Agreement"), by and between Structured Asset Mortgage Investments II Inc., as depositor and Wells Fargo Bank, N.A., as trustee (the "Trustee"), we hereby present and surrender the Exchangeable Certificates specified on Schedule I attached hereto (the "Exchangeable Certificates") and transfer, assign, set over and otherwise convey to the Trustee, all of our right, title and interest in and to the Exchangeable Certificates, including all payments of principal and interest thereon received after the date hereof, in exchange for the Exchanged Certificates specified on Schedule I attached hereto (the "Exchanged Certificates"). We agree that upon such exchange the portions of the Exchangeable Certificates designated for exchange shall be deemed cancelled and replaced by the Exchanged Certificates issued in exchange therefor. We confirm that we have paid a fee to the Trustee in connection with each such exchange equal to $5,000. To the extent any Partnership Certificates are issued, we agree to provide written notice to the Group V Exchange Trust Trustee of any transfer of such Partnership Certificates (other than a transfer of all such Partnership Certificates to a single person for federal income tax purposes.) Sincerely, By:______________________________________ Name: Title: Acknowledged by: WELLS FARGO BANK, N.A., as Trustee By:_____________________________________________ Name: Title: 

 Exhibit H-2 FORM OF EXCHANGE LETTER ___, 20__ Wells Fargo Bank, N.A. Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: BSSP 2007-R8 Re: Bear Stearns Structured Products Inc. Trust, Series 2007-R8 Ladies and Gentlemen: Pursuant to the terms of that certain Pooling Agreement dated as of October 31, 2007 (the "Agreement"), by and between Structured Asset Mortgage Investments II Inc., as depositor and Wells Fargo Bank, N.A., as trustee (the "Trustee"), we hereby present and surrender the Exchanged Certificates specified on Schedule I attached hereto (the "Exchanged Certificates") and transfer, assign, set over and otherwise convey to the Trustee, all of our right, title and interest in and to the Exchangeable Certificates, including all payments of principal and interest thereon received after the date hereof, in exchange for the Exchangeable Certificates specified on Schedule I attached hereto (the "Exchangeable Certificates"). We agree that upon such exchange the portions of the Exchanged Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificates issued in exchange therefor. We confirm that we have paid a fee to the Trustee in connection with each such exchange equal to $5,000. Sincerely, By:___________________________________________________ Name: Title: Acknowledged by: WELLS FARGO BANK, N.A., as Trustee By:__________________________________________ Name: Title: 

 SCHEDULE A UNDERLYING CERTIFICATES  Initial Principal Current Principal Full Name of Series Balance Balance Class % in Trust _______________________________________________________________________________________________________________________________________ Bear Stearns ALT-A Trust II, Mortgage Pass-Through Certificates, Series 2007-1, Class I-A-2 Certificates $135,776,000 $132,572,268 100.00000 Bear Stearns ALT-A Trust II, Mortgage Pass-Through $49,219,000 $46,863,506 100.00000 Certificates, Series 2007-1, Class II-A-2 Certificates Bear Stearns ALT-A Trust II, Mortgage Pass-Through $65,765,000 $63,815,644 100.00000 Certificates, Series 2007-1, Class III-A-2 Certificates Structured Asset Mortgage Investments II Trust 2007-AR7, Mortgage Pass-Through Certificates, Series 2007-AR7, Class $120,917,000 $121,161,272 89.623250% A-4 Certificates Bear Stearns Asset Backed Securities I Trust 2007-AC3, Asset-Backed Certificates, Series 2007-AC3, Class A-1 $88,500,000 $80,360,472 25.541126% Certificates Bear Stearns Asset Backed Securities I Trust 2007-AC3, Asset-Backed Certificates, Series 2007-AC3, Class A-2 $88,500,000 $80,360,472 25.541126% Certificates Bear Stearns Asset Backed Securities I Trust 2007-AC5, Asset-Backed Certificates, Series 2007-AC5, Class A-5 $112,530,000 $108,185,876 49.653620% Certificates Bear Stearns Asset Backed Securities I Trust 2007-AC5, Asset-Backed Certificates, Series 2007-AC5, Class A-6 $112,530,000* $108,185,876 48.702690% Certificates *Notional Amount 

 SCHEDULE B COMBINATION GROUPS Group V The Class V-A-1 Certificates and Class V-A-2 Certificates may be exchanged in the various combinations set forth below.  Exchangeable Principal Amount/Notional Certificates Exchanged Certificates Amount (as applicable) Pass-Through Rate __________________________________________________________________________________________________________________________________ V-A-1a, V-A-1b, V-A-1c, V-AE-4 V-AE-4 Principal Amount: pro underlying rate V-A-2 rata portion of Exchangeable Certificates(1) V-A-1a V-AE-5 and V-AE-6(4) V-AE-5 Principal Amount: pro V-AE-5: One-Month LIBOR plus rata portion of Exchangeable 1.10%, with a maximum rate of Certificates(1) 6.50% and a minimum rate of 1.10%(2,5) V-AE-6 Notional Amount: pro rata portion of Exchangeable V-AE-6: 5.40% minus One-Month LIBOR Certificates(1) with a minimum rate of 0.00%(3,5) V-A-1a, V-A-1b, V-A-1c V-AE-7 V-AE-7 Principal Amount: pro underlying rate rata portion of Exchangeable Certificates(1) V-A-1a, V-A-1b V-AE-8 V-AE-8 Principal Amount: pro underlying rate rata portion of Exchangeable Certificates(1) V-A-1a, V-A-1b, V-A-1c V-AE-9 and V-AE-10(4) V-AE-9 Principal Amount: pro V-AE-9: One-Month LIBOR plus rata portion of Exchangeable 1.10%, with a maximum rate of Certificates(1) 6.50% with a minimum rate of 1.10%(2,6) V-AE-10 Notional Amount: pro rata portion of Exchangeable V-AE-10: 5.40% minus One-Month Certificates(1) LIBOR with a minimum rate of 0.00%(3,6) V-A-1a, V-A-1b V-AE-11 and V-AE-12(4) V-AE-11 Principal Amount: pro V-AE-11 One-Month LIBOR plus rata portion of Exchangeable 1.10%, with a maximum rate of Certificates(1) 6.50% and a minimum rate of 1.10%(2,7) V-AE-12 Notional Amount: pro rata portion of Exchangeable V-AE-12: 5.40% minus One-Month Certificates(1) LIBOR with a minimum rate of 0.00%(3,7) (1) The Class V-AE-4, Class V-AE-5, Class V-AE-6, Class V-AE-7, Class V-AE-8, Class V-AE-9, Class V-AE-10, Class V-AE-11 and Class V-AE-12 Certificates will not be entitled to receive any Additional Class A-1 Interest Amounts received on the BSABS 2007-AC3 Underlying Certificates. (2) The 6.50% per annum maximum rate will be increased to 7.00% per annum after the first Optional Termination Date (as defined in the BSABS 2007-AC3 Underlying Offering Document) for the BSABS 2007-AC3 Underlying Certificates. (3) After the first Optional Termination Date (as defined in the BSABS 2007-AC3 Underlying Offering Document) for the BSABS 2007-AC3 Underlying Certificates, the pass-through rate will equal 5.90% minus One-Month LIBOR. (4) Exchanges for the Partnership Certificates may only be made within six months from the Closing Date. The Partnership Certificates may not be exchanged for Certificates of the related Exchangeable Classes in the related Combination Group. (5) The Class V-AE-5 Certificates and the Class V-AE-6 Certificates are subject to an interest rate cap. The interest rate cap for the Class V-AE-5 Certificates and the Class V-AE-6 Certificates will be calculated based on an assumed certificate with a certificate principal balance equal to the certificate principal balance of the Class V-AE-5 Certificates and a fixed pass-through rate of 6.500% per annum and a rate increase of 0.50% per annum after the first Optional Termination Date (as defined in the BSABS 2007-AC3 Underlying Offering Document). If the weighted average of the net mortgage rates on the related underlying mortgage loans is less than 6.500% per annum (or, after the first Optional Termination Date (as defined in the BSABS 2007-AC3 Underlying Offering Document), 7.000% per annum), the amount of the shortfall which would occur with respect to the assumed certificate will be allocated between the Class V-AE-5 Certificates and Class V-AE-6 Certificates in proportion to their current entitlements to interest calculated without regard to this cap. (6) The Class V-AE-9 Certificates and the Class V-AE-10 Certificates are subject to an interest rate cap. The interest rate cap for the Class V-AE-9 Certificates and the Class V-AE-10 Certificates will be calculated based on an assumed certificate with a certificate principal balance equal to the certificate principal balance of the Class V-AE-9 Certificates and a fixed pass-through rate of 6.500% per annum and a rate increase of 0.50% per annum after the first Optional Termination Date (as defined in the BSABS 2007-AC3 Underlying Offering Document). If the weighted average of the net mortgage rates on the related underlying mortgage loans is less than 6.500% per annum (or, after the first Optional Termination Date (as defined in the BSABS 2007-AC3 Underlying Offering Document), 7.000% per annum), the amount of the shortfall which would occur with respect to the assumed certificate will be allocated between the Class V-AE-9 Certificates and Class V-AE-10 Certificates in proportion to their current entitlements to interest calculated without regard to this cap. (7) The Class V-AE-11 Certificates and the Class V-AE-12 Certificates are subject to an interest rate cap. The interest rate cap for the Class V-AE-11 Certificates and the Class V-AE-12 Certificates will be calculated based on an assumed certificate with a certificate principal balance equal to the certificate principal balance of the Class V-AE-11 Certificates and a fixed pass-through rate of 6.500% per annum and a rate increase of 0.50% per annum after the first Optional Termination Date (as defined in the BSABS 2007-AC3 Underlying Offering Document). If the weighted average of the net mortgage rates on the related underlying mortgage loans is less than 6.500% per annum (or, after the first Optional Termination Date (as defined in the BSABS 2007-AC3 Underlying Offering Document), 7.000% per annum), the amount of the shortfall which would occur with respect to the assumed certificate will be allocated between the Class V-AE-11 Certificates and Class V-AE-12 Certificates in proportion to their current entitlements to interest calculated without regard to this cap. Group VI The Class VI-A-1 Certificates and Class VI-A-2 Certificates may be exchanged in the various combinations set forth below.  Exchangeable Principal Amount/Notional Certificates Exchanged Certificates Amount (as applicable) Pass-Through Rate __________________________________________________________________________________________________________________________________ VI-A-1a, VI-A-1b, VI-AE-3 VI-AE-3 Principal Amount: pro underlying rate VI-A-1c, VI-A-2 rata portion of Exchangeable Certificates VI-A-1a VI-AE-4 and VI-AE-5(1) VI-AE-4 Principal Amount: pro VI-AE-4: One-Month LIBOR plus rata portion of Exchangeable 0.85%, with a maximum rate of Certificates 7.000% and a minimum rate of 0.85% VI-AE-5 Notional Amount: pro rata portion of Exchangeable VI-AE-5: 6.15% minus One-Month Certificates LIBOR with a minimum rate of 0.00% VI-A-1a, VI-A-1b, VI-AE-6 VI-AE-6 Principal Amount: pro underlying rate VI-A-1c rata portion of Exchangeable Certificates VI-A-1a, VI-A-1b VI-AE-7 VI-AE-7 Principal Amount: pro underlying rate rata portion of Exchangeable Certificates VI-A-1a, VI-A-1b, VI-AE-8 and VI-AE-9 VI-AE-8 Principal Amount: pro VI-AE-8: One-Month LIBOR plus VI-A-1c rata portion of Exchangeable 0.85%, with a maximum rate of Certificates 7.000% and a minimum rate of 0.00% VI-AE-9 Notional Amount: pro VI-AE-9: 6.15%-One-Month rata portion of Exchangeable LIBOR and a minimum rate of Certificates 0.00% VI-A-1a, VI-A-1b VI-AE-10 and VI-AE-11 VI-AE-10 Principal Amount: VI-AE-10: One-Month LIBOR pro rata portion of plus 0.85%, with a maximum Exchangeable Certificates rate of 7.000% VI-AE-11 Notional Amount: pro VI-AE-11: 6.15%-One-Month rata portion of Exchangeable LIBOR and a minimum rate of Certificates 0.00%