Exhibit 10.1
_______________________________________________________________________________________________________________________________________
STRUCTURED ASSET MORTGAGE INVESTMENTS II INC.,
Depositor
and
XXXXX FARGO BANK, N.A.,
Trustee and Group V Exchange Trust Trustee
POOLING AGREEMENT
Dated as of October 31, 2007
$552,959,038
Bear Xxxxxxx Structured Products Inc. Trust,
Series 2007-R8
backed by
Bear Xxxxxxx ALT-A Trust II, Mortgage Pass-Through Certificates, Series 2007-1, Bear Xxxxxxx Asset Backed Securities
I Trust 2007-AC3, Asset-Backed Certificates, Series 2007-AC3, Bear Xxxxxxx 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 XXXXX 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 Xxxxxxx 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, Xxxxxxx: Bear, Xxxxxxx & 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 X-0, Xxxxxxx X-0 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 X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx 00000 (or, for overnight deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000),
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 Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000,
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 Xxxxxxx 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 Xxxxx'x 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: Xxxxx 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: Xxxxx'x 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, Xxxxxxx.
Permitted Transferee: Any Person other than (i) a Disqualified Organization or (ii) a non-United States Person.
Person: Any individual, corporation, partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Rating Agency: S&P, Fitch or their respective successors. If such agency or its successors are no longer in
existence, "Rating Agency" shall be deemed to refer to such nationally recognized statistical rating agency, or other comparable
Person, designated by the Depositor, notice of which designation shall be given to the Trustee, and specific ratings of the Rating
Agency shall be deemed to refer to the equivalent ratings of the Person so designated.
Realized Losses: As defined in the related Underlying Agreement.
Record Date: For the Certificates and the first Distribution Date, the Closing Date, and for any Distribution Date
thereafter, the last Business Day of the month preceding the month in which such Distribution Date occurs.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as
amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or its staff from time to time.
REMIC: A "real estate mortgage investment conduit" within the meaning of section 860D of the Code.
REMIC I: The segregated pool of assets contained in the Trust Fund, consisting of the Underlying Certificates (other
than the Underlying Group V Certificates) conveyed in trust to the Trustee, for the benefit of the Holders of the Uncertificated REMIC
I Regular Interests and Component I of the Class R Certificates, with respect to which a separate REMIC election is to be made.
REMIC II: The segregated pool of assets contained in the Trust Fund, consisting of the Uncertificated REMIC I
Regular Interests, conveyed in trust to the Trustee, for the benefit of the holders of the REMIC II Regular Interests and
Component II of the Class R Certificates, with respect to which a separate REMIC election is to be made.
REMIC II Regular Interests: The Group I, Group II, Group III, Group IV or Group VI Certificates, Class VI-A-2, Class
VI-AE-4 and Class VI-AE-5 Certificates, and REMIC II Regular Interests VI-AE-8, VI-AE-9, VI-AE-10 and VI-AE-11, as designed in the
Preliminary Statement.
REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits,
which appear at sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and proposed, temporary
and final regulations and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from
time to time as well as provisions of applicable state laws.
Repurchase Price: In connection with the repurchase of any of the Underlying Certificates pursuant to Section
2.03(c), a price equal to the outstanding principal balance thereof as of the date of repurchase plus accrued and unpaid interest
thereon.
Residual Certificate: Any of the Class R Certificates.
Responsible Officer: When used with respect to the Trustee, any officer of the Trustee assigned to and working in
its Corporate Trust Office or similar group with direct responsibility for administering the trusts hereunder and also, with respect
to a particular matter, any other officer of the Trustee to whom a particular matter is referred by the Trustee because of such
officer's knowledge of and familiarity with the particular subject.
Residual Transfer Affidavit: The meaning set forth in Section 4.02(b).
S&P: Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc., and its successors in interest.
Sale Agreement: The Sale Agreement, dated as of October 31, 2007, between Bear, Xxxxxxx 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 Xxxxxxx 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 X-X-0, X-X-0,
XX-X-0, XX-X-0, XXX-X-0, III-A-2, XX-X-0, XX-X-0, XX-X-0x, XX-X-0x, XX-X-0x 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, Xxxxx 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 Xxxxxxx 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 Xxxxxxx 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
Xxxxxxx Asset Backed Securities I LLC, as depositor, Xxxxx 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 Xxxxxxx 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 Xxxxxxx 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
Xxxxxxx Asset Backed Securities I LLC, as depositor, Xxxxx 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 Xxxxxxx 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 Xxxxxxx 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, Xxxxx 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,
Xxxxxxx.
United States Person or U.S. Person: (i) a citizen or resident of the United States, (ii) a corporation or
partnership (including an entity treated as a corporation or partnership for federal income tax purposes) (except, in the case of a
partnership, to the extent provided in regulations) organized in or under the laws of the United States or any state thereof,
including for this purpose, the District of Columbia, provided that, for solely for purposes of the Class R Certificates, no
partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United
States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a
corporation for United States federal income tax purposes are United States Persons, (iii) an estate the income of which is subject
to United States federal income tax regardless of its source or (iv) a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more United States persons have the authority to control all
substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in Treasury regulations, certain
trusts in existence on August 20, 1996 and treated as U.S. Persons prior to such date, that elect to be treated as a U.S. Person,
also will be U.S. Persons.
Unscheduled Principal: With respect to the Group I, Group II, Group III or Group IV Certificates on any
Distribution Date will equal the principal prepayments and other unscheduled recoveries of principal on the related underlying
mortgage loans distributed to the related Underlying Certificates on the related Underlying Certificate Distribution Date.
Widely Held Fixed Investment Trust: As such term is defined in Treasury Regulations section 1.671-5(b)(22) or
successor provisions.
Widely Held Fixed Investment Trust Regulations: Treasury Regulations section 1.671-5, as amended.
Widely Held Mortgage Trust: As such term is defined in Treasury Regulations section 1.671-5(b)(23) or successor
provisions.
ARTICLE II
CONVEYANCE OF THE UNDERLYING CERTIFICATES; ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of the Underlying Certificates and the Uncertificated REMIC I Regular Interests.
(a) The Depositor, concurrently with the execution and delivery hereof, does hereby sell, transfer, assign,
set-over and otherwise convey to the Trustee, in trust, for the use and benefit of the Certificateholders, without recourse, all the
right, title and interest of the Depositor in and to (i) the Underlying Certificates, including all amounts payable on the
Underlying Certificates in accordance with the terms thereof on or after the Closing Date, (ii) the Sale Agreement and (iii) all its
right, title and interest, if any, in all other assets constituting the Trust Fund.
(b) In connection with such transfer and assignment, and concurrently with its execution and delivery of this
Agreement, the Depositor shall have caused the Underlying Certificates to be registered in the name of the Trustee for the benefit
of the Certificateholders.
(c) It is intended that the conveyance by the Depositor to the Trustee of the Underlying Certificates as provided
for in this Section 2.01 be construed as a sale by the Depositor to the Trustee of the Underlying Certificates. Further, it is not
intended that such conveyance be deemed to be a grant of a security interest in the Underlying Certificates by the Depositor to the
Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Underlying Certificates are held to be
property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Underlying
Certificates, then (a) this Agreement shall constitute a security agreement within the meaning of Article 9 of the New York Uniform
Commercial Code; (b) the conveyance provided for in Section 2.01 shall be deemed to be a grant by the Depositor to the Trustee of, and
the Depositor hereby grants to the Trustee as security for its obligations hereunder, a security interest in all of the Depositor's
right, title and interest, whether now owned or hereafter acquired, in and to (1) the Underlying Certificates, all amounts payable
on the Underlying Certificates in accordance with the terms thereof on or after the Closing Date, (3) the Sale Agreement, (4) all
its right, title and interest, if any, in all other assets constituting the Trust Fund,(5) all accounts, chattel paper, deposit accounts,
documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil,
gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing, and (6) all proceeds of the foregoing.The
provisions of this Agreement shall be construed so as to further such intent.
The Depositor and the Trustee, at the Depositor's or the Majority Certificateholders' direction, shall, to the
extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create
a security interest in the Underlying Certificates and the other property described above, such security interest would be a
perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this
Agreement.
(d) (i) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign,
set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to
the Uncertificated REMIC I Regular Interests and the other assets of REMIC II for the benefit of the holders of REMIC II Regular
Interests and Component II of the Class R Certificates. The Trustee acknowledges receipt of the Uncertificated REMIC I Regular
Interests and such other assets and declares that it holds and will hold the same in trust for the exclusive use and benefit of the
holders of the REMIC II Regular Interests and Component II of the Class R Certificates.
(ii) It is intended that the conveyance by the Depositor to the Trustee of the Uncertificated REMIC I
Regular Interests and the other assets of REMIC II as provided for in this Section 2.01 be construed as a sale by the Depositor to
the Trustee of the Uncertificated REMIC I Regular Interests and the other assets of REMIC II. Further, it is not intended that
such conveyance be deemed to be a grant of a security interest in the Uncertificated REMIC I Regular Interests and the other assets
of REMIC II by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that
the Uncertificated REMIC I Regular Interests and the other assets of REMIC II are held to be property of the Depositor, or if for any
reason this Agreement is held or deemed to create a security interest in the Uncertificated REMIC I Regular Interests and the other
assets of REMIC II, then (a) this Agreement shall constitute a security agreement within the meaning of Article 9 of the New York
Uniform Commercial Code; (b) the conveyance provided for in Section 2.01(d)(1) shall be deemed to be a grant by the Depositor to the
Trustee of, and the Depositor hereby grants to the Trustee as security for its obligations hereunder, a security interest in all of
the Depositor's right, title and interest, whether now owned or hereafter acquired, in and to (i) the Uncertificated REMIC I Regular
Interests and the other assets of REMIC II, including without limitation all rights represented thereby in and to the Underlying
Certificates and the proceeds thereof, (ii) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods,
instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of,
arising from, or relating to, any of the foregoing, and (iii) all proceeds thereof.
Section 2.02. Acceptance of Trust Fund by the Trustee; Initial Issuance of Certificates.
The Trustee acknowledges receipt of copies of the Underlying Agreements, the receipt of the Underlying Certificates,
in good faith and without notice of any adverse claim, and the receipt of all other assets included in the Trust Fund and declares
that it holds and will hold the Underlying Certificates and all other assets included in the Trust Fund in trust for the exclusive
use and benefit of all present and future Certificateholders in accordance with the terms of this Agreement. Concurrently with such
transfer, delivery and assignment and in exchange therefor, pursuant to the written request of the Depositor executed by an officer
of the Depositor, the Trustee has executed and caused to be authenticated and delivered to or upon the order of the Depositor, the
Certificates in authorized denominations evidencing the entire beneficial ownership of the Trust.
Until the Trust is terminated in accordance with Section 7.01, except as provided herein, the Trustee shall not
assign, sell, dispose of or transfer any interest in the Underlying Certificates or any other asset constituting the Trust Fund or
permit the Underlying Certificates or any other asset constituting the Trust Fund to be subjected to any lien, claim or encumbrance
arising by, through or under the Trustee or any person claiming by, through or under the Trustee.
Section 2.03. Representations and Warranties of the Depositor and the Trustee.
(a) The Depositor hereby represents and warrants to the Trustee and for the benefit of the Certificateholders, as
of the Closing Date, that:
(i) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the
State of Delaware, and the Depositor is possessed of all licenses necessary to carry on its business.
(ii) The execution and delivery of this Agreement by the Depositor, and the performance and compliance with the
terms of this Agreement by the Depositor, will not violate the Depositor's certificate of incorporation or bylaws or
constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of
its assets.
(iii) The Depositor has the full right, power and authority to enter into and consummate all transactions
contemplated by this Agreement, including but not limited to selling the Underlying Certificates to the Trustee, has duly
authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and delivery by the Trustee, constitutes a valid,
legal and binding obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.
(v) The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any
court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority,
which violation is likely to affect materially and adversely either the ability of the Depositor to perform its obligations
under this Agreement or the financial condition of the Depositor.
(vi) No litigation is pending or, to the best of the Depositor's knowledge, threatened, against the Depositor
which, if determined adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or is likely
to materially and adversely affect either the ability of the Depositor to perform its obligations under this Agreement or
the financial condition of the Depositor.
(vii) The Depositor was, immediately prior to the transfer of the Underlying Certificates to the Trustee on
behalf of the Trust, the sole owner thereof free and clear of any lien, pledge, charge or encumbrance of any kind.
(viii) The Depositor acquired the Underlying Certificates in good faith without notice of any adverse claim, lien,
charge, encumbrance or security interest (including without limitation, federal tax liens or liens arising under ERISA).
(ix) The Depositor has not assigned any interest in the Underlying Certificates or any distributions thereon,
except as contemplated herein.
(x) The Trustee will be entitled to distributions under the Underlying Agreements equal to all distributions of
interest and principal made on the Underlying Certificates.
(xi) The information relating to the Underlying Certificates set forth in Schedule A is true and correct in all
material respects.
(xii) The transfer of the Underlying Certificates by the Depositor to the Trustee on behalf of the Trust pursuant
to this Agreement is an absolute sale. The Underlying Certificates have been reregistered in the name of the Trustee, on
behalf of the Certificateholders, through the facilities of the Depositary.
(xiii) Each of the Underlying Group I Certificates, Underlying Group II Certificates, Underlying Group III
Certificates, Underlying Group IV Certificates and Underlying Group VI Certificates constitutes a "qualified mortgage"
under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9)
without reliance on the provisions of Treasury Regulations Section 1.860G-2(a)(3) or Treasury Regulations Section
1.860G-2(f)(2) or any other provision that would allow such Underlying Certificate to be treated as a "qualified mortgage"
notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of the Code and Treasury Regulation Section
1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9).
(xiv) The Depositor has no actual knowledge after reasonable inquiry that the Underlying Certificates (1) were
not validly issued by the related Underlying Trust, (2) are not outstanding, (3) are not the legal, valid, binding and
enforceable obligation of the related Underlying Trust, and (4) are not entitled to the benefits of the Underlying
Agreements pursuant to which such Underlying Certificates were issued (except as limited by bankruptcy, insolvency or other
similar laws affecting the enforcement of creditors' rights generally or in accordance with general equitable principles).
(b) The Trustee hereby represents and warrants to the Depositor and for the benefit of the Certificateholders, as
of the Closing Date, that:
(i) The Trustee is a national banking association, duly organized and validly existing under the laws of the
United States of America.
(ii) The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the
terms of this Agreement by the Trustee, will not violate the Trustee's charter or bylaws or constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other instrument to which it is a party or which is applicable to it or any of its assets.
(iii) The Trustee has the full power and authority to enter into and consummate all transactions contemplated by
this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and
delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution and delivery by the Depositor and the Trustee,
constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.
(v) The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any
court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority,
which violation is likely to affect materially and adversely either the ability of the Trustee to perform its obligations
under this Agreement or the financial condition of the Trustee.
(vi) No litigation is pending or, to the best of the Trustee's knowledge, threatened, against the Trustee which
would prohibit the Trustee from entering into this Agreement or is likely to materially and adversely affect either the
ability of the Trustee to perform its obligations under this Agreement or the financial condition of the Trustee.
(vii) The Underlying Certificates will be held by the Trustee through the Depository, the information relating to
the Underlying Certificates set forth on Schedule A hereto conforms to information set forth in the Prospectus dated June
28, 2007 and the Prospectus Supplement dated August 30, 2007 for the Underlying Group I, Underlying Group II and Underlying
Group III Certificates, the Prospectus dated June 28, 2007 and the Prospectus Supplement dated September 17, 2007 for the
Underlying Group IV Certificates, the Prospectus dated March 14, 2007 and the Prospectus Supplement dated March 29, 2007 for
the Underlying Group V Certificates, and Prospectus dated June 26, 2007, the Prospectus Supplement dated June 28, 2007 and
the Supplement to the Prospectus Supplement, dated July 11, 2007, for the Underlying Group VI Certificates; it has acquired
the Underlying Certificates from the Depositor in good faith, for value, and, to the best of the Trustee's knowledge,
without notice or actual knowledge of any adverse claim, lien, charge, encumbrance or security interest (including, without
limitation, federal tax liens or liens arising under ERISA); it has not and will not, in any capacity except as Trustee, on
behalf of the Certificateholders, assert any claim or interest in the Underlying Certificates and will hold such Underlying
Certificates and the proceeds thereof in trust pursuant to the terms of this Agreement; and it has not encumbered or
transferred its right, title or interest in the Underlying Certificates.
(c) It is understood and agreed that the foregoing representations and warranties shall survive the execution and
delivery of this Agreement. Upon discovery by any party hereto of a breach of any of the foregoing representations and warranties
which materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such
breach will give prompt written notice thereof to the other parties hereto and the Certificateholders. Within thirty (30) days of
the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty of the Depositor that
materially and adversely affects the interests of the Certificateholders, the Depositor shall use its best efforts promptly to cure
such breach in all material respects and, if such breach cannot be cured and it relates to an Underlying Certificate, the Depositor
shall, at the election of the Majority Certificateholders, repurchase the Underlying Certificates at the Repurchase Price; provided
that, in the case of an Underlying Certificate (other than an Underlying Group V Certificate), if such breach would cause the
Underlying Certificate to be other than a "qualified mortgage" as defined in Section 860G(a)(3)(A) of the Code and Treasury
Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance on the provisions of Treasury Regulation
Section 1.860G-2(a)(3) or Treasury Regulation Section 1.860G-2(f)(2) or any other provision that would allow a Underlying
Certificate to be treated as a "qualified mortgage" notwithstanding its failure to meet the requirements of Section 860G(a)(3)(A) of
the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), any such cure or repurchase must occur
within 90 days from the date such breach was discovered. If the Depositor is to repurchase the Underlying Certificates, the Trustee
shall promptly determine the Repurchase Price in accordance with the definition thereof. Repurchase of the Underlying Certificates
pursuant to the foregoing provisions of this Section 2.03(c) shall be accomplished by deposit by the Depositor in the Certificate
Account on the Business Day prior to the next succeeding Distribution Date of the amount of the Repurchase Price.
Section 2.04. Purposes and Powers of the Trust. The purpose of the Trust, as created hereunder, is to protect and conserve the assets
of the Trust, and the Trust shall not at any time engage in or carry on any kind of business or any kind of commercial or investment
activity. Subject to the foregoing, the Trust shall:
(i) issue the Certificates to, or at the written direction of, the Depositor in exchange for the Underlying
Certificates;
(ii) perform the activities of the Trust that are expressly set forth in this Agreement;
(iii) engage in those activities that are reasonably necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith; and
(iv) subject to compliance with this Agreement, engage in such other activities as may be required in connection
with conservation of the assets of the Trust and the making of distributions to the Certificateholders.
The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity
other than the foregoing or other than as required or authorized by the terms of this Agreement while any Certificate is outstanding
without the consent of all of the Certificateholders; provided, however, that in no event shall the Trustee or any other Person have
any power to vary the investment of the Certificateholders in the Certificates or to substitute new investments or reinvest so as to
enable the Trust to take advantage of variations in the market to improve the investment of the Certificateholders in the
Certificates.
It is intended that the Group V Grantor Trust qualify as an "investment trust" within the meaning of Treasury
Regulation Section 301.7701-4(c), taxable as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, of which
the Holders of the Group V Grantor Trust Certificates are owners, and it is neither the purpose nor the intent of the parties hereto to
create a partnership, joint venture, taxable mortgage pool or association taxable as a corporation between or among the Holders of the
Group V Grantor Trust Certificates, the Trustee or the Depositor. The provisions of this Agreement shall be construed so as to further
such intent. It is intended that the Group VI Exchange Trust qualify as an "investment trust" within the meaning of Treasury Regulation
Section 301.7701-4(c), taxable as a grantor trust under Subpart E, part I of subchapter J of chapter 1 of the Code, of which the
Holders of the Group VI Exchange Trust Certificates are owners, and it is neither the purpose nor the intent of the parties hereto to
create a partnership, joint venture, taxable mortgage pool or association taxable as a corporation between or among the Holders of such
Group VI Certificates, the Trustee or the Depositor. The provisions of this Agreement shall be construed so as to further such intent.
ARTICLE III
ADMINISTRATION OF THE UNDERLYING CERTIFICATES;
PAYMENTS AND REPORTS TO CERTIFICATEHOLDERS
Section 3.01. Administration of the Trust Fund and the Underlying Certificates.
If at any time the Trustee is requested, whether by a Certificateholder, a holder of a certificate of the Underlying
Series or a party to the related Underlying Agreement or any other Person, to take any action or to give any consent, approval or
waiver, including, without limitation, in connection with an amendment of the related Underlying Agreement, the Trustee shall
promptly notify all of the Holders of the related Certificates and the Depositor of such request and of its planned course of action
with respect thereto and the Trustee shall, in its capacity as registered owner of such Underlying Certificates, take such action in
connection with the exercise and/or enforcement of any rights and/or remedies available to it in such capacity with respect to such
request, as the majority of Certificateholders of the related Certificate Group shall direct in writing.
Section 3.02. Collection of Monies.
(a) In connection with its receipt of any distribution on the Underlying Certificates on any Underlying
Certificates Distribution Date, the Trustee shall review the related Underlying Distribution Date Statement and shall confirm that
the aggregate amount of such distribution received by it with respect to each related class of Underlying Certificates is consistent
with the Underlying Distribution Date Statement (it being understood that the Trustee shall be entitled to rely on the accuracy and
correctness of the Underlying Distribution Date Statement).
(b) If the Trustee receives a Notice of Final Distribution in respect of any class of Underlying Certificates, the
Trustee shall cause such Underlying Certificate to be presented for final payment thereon in accordance with the terms and
conditions of the related Underlying Agreement and such notice. The Trustee shall promptly deposit in the Certificate Account the
final distribution received upon such Underlying Certificate (other than any Additional Class A-1 Interest Amount received in
respect of the Underlying Group V Certificates) for distribution in accordance with Section 3.05 hereof on the next succeeding
Distribution Date for the related Certificates.
Section 3.03. Establishment of Certificate Account; Deposits Therein.
(a) The Trustee, for the benefit of the Certificateholders, shall establish and maintain one or more interest
bearing trust accounts (collectively, the "Certificate Account"), each of which shall be an Eligible Account, entitled "Xxxxx Fargo
Bank, N.A., as trustee for the registered holders of Bear Xxxxxxx 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 "xxx.xxxxxxx.xxx." Assistance in using the website can be obtained by calling the
Trustee's customer service desk at 1-866-846-4526. Parties that are unable to use the above distribution option are entitled to have
a paper copy mailed to them via first class mail by calling the Trustee's customer service desk and indicating such. The Trustee
shall have the right to change the way such reports are distributed in order to make such distribution more convenient and/or more
accessible to the parties, and the Trustee shall provide timely and adequate notification to all parties regarding any such change.
In addition, the Trustee promptly will furnish to the Depositor and, upon the written request of a
Certificateholder, to such Certificateholder, copies of any written notices, statements, reports or other written communications,
received by the Trustee in respect of the Underlying Certificates.
Section 3.07. Access to Certain Documentation and Information.
The Trustee shall provide to the Depositor access to all reports, documents and records maintained by the Trustee in
respect of its duties hereunder, such access being afforded without charge but only upon three Business Days' written request and
during normal business hours at offices designated by the Trustee.
Section 3.08. Calculation of Distribution Amounts.
All calculations of Available Funds, the Interest Distribution Amount and amounts payable with respect to principal
for any Distribution Date shall be performed by the Trustee in reliance on the information provided to it in the applicable
Underlying Distribution Date Statement.
Section 3.09. Annual Statement as to Compliance.
(a) The Trustee shall deliver (or otherwise make available) to the Depositor not later than March 15th of each
calendar year beginning in 2008, an Officer's Certificate (an "Annual Statement of Compliance") stating, as to each signatory
thereof, that (i) a review of the activities of the Trustee during the preceding calendar year and of its performance under this
Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the
Trustee has fulfilled all of its obligations under this Agreement in all material respects throughout such year or applicable
portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status of the cure provisions thereof. Such Annual Statement of Compliance shall
contain no restrictions or limitations on its use.
(b) Failure of the Trustee to comply with this Section 3.09 (including with respect to the timeframes required in
this Section) which failure results in a failure to timely file the related Form 10-K, shall, upon written notice from the
Depositor, be deemed a default which may result in the termination of the Trustee pursuant to Section 5.07 and the Depositor may,
upon notice immediately terminate all of the rights and obligations of the Trustee under this Agreement without compensating the
Trustee for the same (but subject to the Trustee's right to reimbursement of all amounts for which it is entitled to be reimbursed
prior to the date of termination). Upon such termination, the Trustee shall immediately transfer or cause to be transferred to the
successor Trustee all Underlying Certificates and other assets of the Trust Fund held by or on behalf of the Trustee. This
paragraph shall supersede any other provision in this Agreement or any other agreement to the contrary.
Section 3.10. Assessments of Compliance and Attestation Reports.
Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB, the Trustee (to the extent set forth
in this Section) (the "Attesting Party") shall deliver (or otherwise make available) to the Depositor on or before March 15th of each
calendar year beginning in 2008, a report regarding the Attesting Party's assessment of compliance (an "Assessment of Compliance")
with the Servicing Criteria applicable to it during the preceding calendar year. The Assessment of Compliance, as set forth in
Regulation AB, must contain the following:
(a) A statement by an authorized officer of the Attesting Party of its authority and responsibility for assessing
compliance with the Servicing Criteria applicable to the Attesting Party;
(b) A statement by an authorized officer that the Attesting Party used the Servicing Criteria identified in Exhibit C
hereto to assess compliance with the Servicing Criteria applicable to the Attesting Party;
(c) An assessment by such officer of the Attesting Party's compliance with the applicable Servicing Criteria for the
period consisting of the preceding calendar year, including disclosure of any material instance of noncompliance with respect thereto
during such period, which assessment shall be based on the activities the Attesting Party performs with respect to asset-backed
securities transactions taken as a whole involving the Attesting Party, that are backed by the same asset type as those backing the
Underlying Certificates;
(d) A statement that a registered public accounting firm has issued an attestation report on the Attesting Party's
Assessment of Compliance for the period consisting of the preceding calendar year; and
(e) A statement as to which of the Servicing Criteria, if any, are not applicable to the Attesting Party, which
statement shall be based on the activities the Attesting Party performs with respect to asset-backed securities transactions taken as
a whole involving the Attesting Party, that are backed by the same asset type as those backing the Underlying Certificates.
Such report at a minimum shall address each of the Servicing Criteria specified on Exhibit C hereto which are indicated as
applicable to the Attesting Party.
On or before March 15th of each calendar year beginning in 2008, the Attesting Party shall furnish (or otherwise make
available) to the Depositor a report (an "Attestation Report") by a registered public accounting firm that attests to, and reports
on, the Assessment of Compliance made by the Attesting Party, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122(b) of Regulation AB, which Attestation Report must be made in accordance with standards for attestation reports issued or
adopted by the Public Company Accounting Oversight Board.
The Depositor shall confirm that the Assessment of Compliance delivered to it addresses all of the Servicing Criteria set
forth in Exhibit C and notify the Trustee of any exceptions. Notwithstanding the foregoing, as to any subcontractor, an Assessment of
Compliance is not required to be delivered unless it is required as part of a Form 10-K with respect to the Trust Fund.
Failure of the Trustee to comply with this Section 3.10 (including with respect to the timeframes required in this Section)
which failure results in a failure to timely file the related Form 10-K, shall be deemed a default which may result in the
termination of the Trustee pursuant to Section 5.07 and the Depositor may, upon notice immediately terminate all of the rights and
obligations of the Trustee under this Agreement without compensating the Trustee for the same (but subject to the Trustee's right to
reimbursement of all amounts for which it is entitled to be reimbursed prior to the date of termination). Upon such termination, the
Trustee shall immediately transfer or cause to be transferred to the successor Trustee all Underlying Certificates and other assets
of the Trust Fund held by or on behalf of the Trustee. This paragraph shall supersede any other provision in this Agreement or any
other agreement to the contrary.
Section 3.11. Reports Filed with Securities and Exchange Commission.
(a) (i) (A) Within 15 days after each Distribution Date, for so long as the Trust is subject to Exchange Act reporting
requirements, the Trustee shall, in accordance with industry standards, prepare and file with the Commission via the Electronic Data
Gathering and Retrieval System ("XXXXX"), 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 XXXXX-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 XXXXX-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 Xxxxxxxx-Xxxxx 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 XXXXX-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 "Xxxxxxxx-Xxxxx 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 Xxxxxxxx-Xxxxx 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 XxxXXXxxxxxxxxxxxx@xxxx.xxx or, in the case of a notification, telephonically by calling Reg AB
Compliance Manager at 000-000-0000.
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, Xxxxx Fargo Bank, N.A., as Trustee
f/b/o Bear Xxxxxxx 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 "Xxxxx Fargo Bank, N.A., as Group V Exchange Trust trustee for the registered holders of
Bear Xxxxxxx 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 X-0, Xxxxxxx X-0 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
xxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx, xxxxxxxx.x.xxxxxxxxx@xxxxxxxxxx.xxx and xxxxxxxxxxxx-0@xxxxxxxxxx.xxx 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, Xxxxxxx 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,
Xxxxxxx 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, Xxxxxxx.
(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, Xxxxxxx 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 Xxxxxx X. Xxxxxxx, 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 301.6231(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 xxxx 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., 000 Xxxxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, 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 XxXxxx-Xxxx Companies,
Inc., 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; and (d) in the case of Fitch, Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000, 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: Xxxxx Xxxxxxxxxxx
Title: Vice President
XXXXX FARGO BANK, N.A., as Trustee
By:_/s/ Xxxxxx X. Taylor________________________________
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXXXX FARGO BANK, N.A., as Group V Exchange Trust Trustee
By:__/s/ Xxxxxx X. Taylor_______________________________
Name: Xxxxxx X. Xxxxxx
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 Xxxxx
Xxxxxxxxxxx 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/ Xxxxxx Karamsingh__________________________
Notary Public
[Notarial Seal] Commission Expires:
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXX )
On the 31st day of October, 2007 before me, a notary public in and for said State, personally appeared Xxxxxx X.
Xxxxxx known to me to be a Vice President of Xxxxx 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/ Xxxxxxxx Richardson_________________________
Notary Public
[Notarial Seal] Commission Expires:
STATE OF MARYLAND )
ss.:
COUNTY OF XXXXXX )
On the 31st day of October, 2007 before me, a notary public in and for said State, personally appeared Xxxxxx X.
Xxxxxx known to me to be a Vice President of Xxxxx 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/ Xxxxxxxx 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: [ ]
Xxxxx Fargo Bank, N.A.
Assumed Final Distribution Date:
[_______], 20[__]
BEAR XXXXXXX 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. ("XXXX XX"). The Underlying Certificates were sold by Bear, Xxxxxxx
& Co. Inc. to XXXX XX. The Trust was created pursuant to the Pooling Agreement, dated as of the Closing Date, (the "Agreement"),
between XXXX XX, as depositor (the "Depositor") and Xxxxx 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: [________] XXXXX 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.
XXXXX FARGO BANK, N.A.
Authorized signatory of Xxxxx 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:
Xxxxx Fargo Bank, N.A.
Assumed Final Distribution Date:
[_______], 20[__]
BEAR XXXXXXX 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, Xxxxxxx Securities Corp. is the registered owner of this Certificate which representings a
beneficial interest, in the Percentage Interest set xxxx above in a trust (the "Trust") primarily consisting of the Underlying
Certificates sold by Structured Asset Mortgage Investments II Inc. ("XXXX XX"). The Underlying Certificates were sold by Bear, Xxxxxxx
& Co. Inc. to XXXX XX. The Trust was created pursuant to the Pooling Agreement, dated as of the Closing Date, (the "Agreement"),
between XXXX XX, as depositor (the "Depositor") and Xxxxx 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: [________] XXXXX 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.
XXXXX FARGO BANK, N.A.
Authorized signatory of Xxxxx 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 XXXXX 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. Β§ 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 XXXXXXX
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 XXXXXXX 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, Xxxxxxx 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. ("XXXX XX"). The Underlying
Certificates were sold by Bear, Xxxxxxx & Co. Inc. to XXXX XX. The Trust was created pursuant to the Pooling Agreement, dated as of
the Closing Date (the "Agreement"), between XXXX XX, as depositor (the "Depositor") and Xxxxx 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 XXXXX 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.
XXXXX FARGO BANK, N.A.
Authorized signatory of Xxxxx 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 Xxxxx 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
Xxxxx Fargo Bank, N.A. as Trustee
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
E-mail: xxx.xxx.xxxxxxxxxxxxx@xxxxxxxxxx.xxx
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, Xxxxx 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.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx Fargo Bank, N.A. as Trustee
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Re: Bear Xxxxxxx 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
Xxxxxxx 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 Xxxxx 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 Xxxxx 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: Xxxxxxxx Xxxxxxxxxx at (000) 000-0000 (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, Xxxxxxxxxx, XX, 00000, with copies to the Internal Revenue
Service, Attn: IRS Reports Clearance Officer, W:CAR:MP:FP:S, Xxxxxxxxxx, XX 00000. 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 Xxxxxxxx Xxxxxxxxxx. 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__
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: BSSP 2007-R8
Re: Bear Xxxxxxx 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 Xxxxx 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:
XXXXX FARGO BANK, N.A.,
as Trustee
By:_____________________________________________
Name:
Title:
Exhibit H-2
FORM OF EXCHANGE LETTER
___, 20__
Xxxxx Fargo Bank, N.A.
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx,
Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: BSSP 2007-R8
Re: Bear Xxxxxxx 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 Xxxxx 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:
XXXXX 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 Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx 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 Xxxxxxx 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
__________________________________________________________________________________________________________________________________
X-X-0x, X-X-0x, X-X-0x, X-XX-0 X-XX-0 Xxxxxxxxx Xxxxxx: 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)
X-X-0x, X-X-0x, X-X-0x 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
__________________________________________________________________________________________________________________________________
XX-X-0x, XX-X-0x, XX-XX-0 XX-XX-0 Xxxxxxxxx Xxxxxx: 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%
