PROSPECTUS SUPPLEMENT

(To Base Prospectus dated June 26, 2007)

$252,208,997

(Approximate)

Bear Stearns Asset Backed Securities I Trust 2007-AC6

Issuing Entity

Asset-Backed Certificates, Series 2007-AC6

EMC Mortgage Corporation

Sponsor and Master Servicer

Bear Stearns Asset Backed Securities I LLC

Depositor

________________

The issuing entity is offering the following classes of certificates pursuant to this prospectus supplement and the base prospectus:

Consider carefully the risk factors beginning on page S-13 in this prospectus supplement and on page 6 in the base prospectus.	Class	Original Certificate Principal Balance (1)		Pass-Through Rate			Class	Original Certificate Principal Balance(1)		Pass-Through Rate
	Class A-1(2)	$	215,615,000		6.500	%	Class PO	$	4,596,947		(5)
	Class A-2	$	18,395,000		6.500	%	Class X	Notional(6)			(7)
The certificates represent obligations of the issuing	Class A-3(3)	$	0		(4)		Class B-1	$	7,384,000		6.500	%
entity only and do not represent an interest in or	Class A-4(3)	$	0		(4)		Class B-2	$	4,404,000		6.500	%
obligation of Bear Stearns Asset Backed Securities I	Class A-5(3)	$	0		6.500	%	Class B-3	$	1,814,000		6.500	%
LLC, EMC Mortgage Corporation, Wells Fargo Bank,	Class A-6(3)	$	0		6.500	%	Class R	$	50		6.500	%
National Association or any of their affiliates.	Class A-7(3)	$	0		6.500	%
This prospectus supplement may be used to offer and sell the offered certificates only if accompanied by the base prospectus.	(1)   Approximate. The initial certificate principal balance of each class is subject to a variance of plus or minus 5%. (2)  The Class A-1 Certificates are exchangeable certificates and may be exchanged for other certificates as described under “Description of the Certificates—Exchangeable Certificates” in this prospectus supplement. (3)  The Class A-3, Class A-4, Class A-5, Class A-6 and Class A-7 Certificates are exchanged certificates as described under “Description of the Certificates—Exchangeable Certificates” in this prospectus supplement. (4)  The pass-through rate on these classes of certificates are adjustable rates as described under “Summary—Description of the Certificates—Pass-Through Rates” in this prospectus supplement. (5)   The Class PO Certificates will pay only principal and are not entitled to distributions of interest. (6)   Interest Only Certificates. The Class X Certificates will pay only interest, calculated on a notional amount as described in this prospectus supplement. (7)   The pass-through rate on this class of certificates is a variable rate as described under “Summary—Description of the Certificates—Pass-Through Rates” in this prospectus supplement. The certificates represent interests in a pool of fixed rate mortgage loans that are secured by first liens on one- to four-family residential properties. Credit enhancement will be provided by: •          subordination of the Class B Certificates.

Neither the SEC nor any state securities commission has approved these securities or determined that this prospectus supplement or the base prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The Attorney General of the State of New York has not passed on or endorsed the merits of this offering. Any representation to the contrary is unlawful.

Bear, Stearns & Co. Inc., as the underwriter, will offer the certificates listed above at varying prices to be determined at the time of sale.

The underwriter will deliver to purchasers of the offered certificates in book-entry form only through the facilities of The Depository Trust Company, Clearstream and Euroclear, in each case, on or about September 19, 2007.

Bear, Stearns & Co. Inc.

The date of this prospectus supplement is September 18, 2007

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

SUMMARY

TRANSACTION STRUCTURE

RISK FACTORS

THE MORTGAGE POOL

STATIC POOL INFORMATION

THE ISSUING ENTITY

THE DEPOSITOR

THE SPONSOR

THE MASTER SERVICER

SERVICING OF THE MORTGAGE LOANS

DESCRIPTION OF THE CERTIFICATES

YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

USE OF PROCEEDS

FEDERAL INCOME TAX CONSEQUENCES

STATE AND OTHER TAXES

ERISA CONSIDERATIONS

METHOD OF DISTRIBUTION

LEGAL MATTERS

LEGAL PROCEEDINGS

AFFILIATIONS, RELATIONSHIPS AND RELATED TRANSACTIONS

RATINGS

LEGAL INVESTMENT

AVAILABLE INFORMATION

INDEX OF DEFINED TERMS

SCHEDULE A

APPENDIX A

ANNEX I

     GLOBAL CLEARANCE, SETTLEMENT, AND TAX DOCUMENTATION PROCEDURES

 PROSPECTUS

RISK FACTORS

DESCRIPTION OF THE SECURITIES

THE TRUST FUNDS

CREDIT ENHANCEMENT

STATIC POOL INFORMATION

SERVICING OF LOANS

THE AGREEMENTS

MATERIAL LEGAL ASPECTS OF THE LOANS

THE SPONSOR

THE DEPOSITOR

USE OF PROCEEDS

MATERIAL FEDERAL INCOME TAX CONSIDERATIONS  92

REPORTABLE TRANSACTIONS

STATE AND LOCAL TAX CONSIDERATIONS

ERISA CONSIDERATIONS

METHOD OF DISTRIBUTION

LEGAL MATTERS

FINANCIAL INFORMATION

AVAILABLE INFORMATION

INCORPORATION OF CERTAIN INFORMATION BY

 REFERENCE

RATINGS

LEGAL INVESTMENT CONSIDERATIONS

PLAN OF DISTRIBUTION

GLOSSARY OF TERMS

Important Notice About Information Presented In This

Prospectus Supplement And The Base Prospectus

We describe the certificates in two separate documents that provide varying levels of detail: (a) the base prospectus, which provides general information, some of which may not apply to your certificates and (b) this prospectus supplement, which describes the specific terms of your certificates. The description of your certificates in this prospectus supplement is intended to enhance the related description in the base prospectus and you are encouraged to rely on the information in this prospectus supplement as providing additional detail not available in the base prospectus.

Annex I and Schedule A are incorporated into and are a part of this prospectus supplement as if fully set forth in this prospectus supplement.

Cross-references are included in this prospectus supplement and the base prospectus to captions in these materials where you can find further discussions about related topics. The table of contents on page S-2 above provides the pages on which these captions are located.

You can find a listing of the pages where certain capitalized and other terms used in this prospectus supplement and the base prospectus are defined under the captions “Description of the Certificates—Glossary” and “Index of Defined Terms” in this prospectus supplement or under the caption “Glossary of Terms” in the base prospectus.

SUMMARY

·         This summary highlights selected information from this document and does not contain all of the information that you need to consider when making your investment decision. To understand all of the terms of an offering of the certificates, you are encouraged to read this entire document and the base prospectus carefully.

·         Certain statements contained in or incorporated by reference in this prospectus supplement and the base prospectus consist of forward-looking statements relating to future economic performance or projections and other financial items. These statements can be identified by the use of forward-looking words such as “may,” “will,” “should,” “expects,” “believes,” “anticipates,” “estimates,” or other comparable words. Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ from the projected results. Those risks and uncertainties include, among others, general economic and business conditions, regulatory initiatives and compliance with governmental regulations, customer preferences and various other matters, many of which are beyond our control. Because we cannot predict the future, what actually happens may be very different from what is contained in our forward-looking statements.

The Certificates

Asset-Backed Certificates, Series 2007-AC6, represent beneficial ownership interests in an issuing entity that consists primarily of a pool of fixed rate mortgage loans that are secured by first liens on one- to four-family residential properties and certain other assets described in this prospectus supplement.

Originators

Approximately 37.32% of the mortgage loans were purchased by EMC Mortgage Corporation from various originators through the conduit correspondent channel and were originated pursuant to the EMC underwriting guidelines as described in this prospectus supplement. Approximately 34.52% of the mortgage loans were originated by Bear Stearns Residential Mortgage Corporation. The remainder of the mortgage loans were originated by various other originators, none of which have originated more than 10% of the mortgage loans.

Depositor

Bear Stearns Asset Backed Securities I LLC, a Delaware limited liability company, a limited purpose finance subsidiary of The Bear Stearns Companies Inc. and an affiliate of Bear, Stearns & Co. Inc.

Sponsor and Seller

EMC Mortgage Corporation, in its capacity as a mortgage loan seller, a Delaware corporation and an affiliate of the depositor and the underwriter, which will sell a portion of the mortgage loans to the depositor. The remainder of the mortgage loans will be sold directly to the depositor by Master Funding LLC, a special purpose entity that was established by EMC Mortgage Corporation, which, in turn, acquired those mortgage loans from EMC Mortgage Corporation.

Servicers

Approximately 97.73% of the mortgage loans will be serviced by EMC Mortgage Corporation. The remainder of the mortgage loans will be serviced by various other servicers, none of which will service more than 10% of the mortgage loans.

Master Servicer

EMC Mortgage Corporation, an affiliate of the depositor and Bear, Stearns & Co. Inc.

Trustee

Wells Fargo Bank, National Association, a national banking association.

Issuing Entity

Bear Stearns Asset Backed Securities I Trust 2007-AC6, a New York common law trust.

Pooling and Servicing Agreement

The pooling and servicing agreement, dated as of the cut-off date, among EMC as seller, master servicer and company, the depositor and the trustee, under which the issuing entity will be formed and will issue the certificates.

Cut-off Date

September 1, 2007.

Closing Date

On or about September 19, 2007.

The Mortgage Loans

The aggregate principal balance of the mortgage loans as of the cut-off date is approximately $259,073,325. The mortgage loans are fixed rate mortgage loans that are secured by first liens on one- to four-family residential properties.

Approximately 34.54% of the mortgage loans will receive interest only for the initial period set forth in the related mortgage note, ranging from five to ten years.

Total Pool

The following table summarizes the approximate characteristics of all of the mortgage loans in the issuing entity as of the cut-off date:

Number of mortgage loans	847
Aggregate principal balance	$259,073,325
Average principal balance	$305,872
Range of principal balances	$33,917 to $2,000,000
Range of mortgage rates	5.125% to 11.875%
Weighted average mortgage rate	7.202%
Weighted average loan-to-value ratio	73.79%
Weighted average combined loan-to-value ratio	76.06%
Weighted average scheduled
remaining term to maturity	350 months
Range of scheduled remaining
terms to maturity	115 months to 360 months
Type of mortgaged properties
Single-family dwellings	61.47%
2-4 family dwellings	8.69%
Planned unit developments	23.56%
Low-Rise condominium	5.50%
High-Rise condominium	0.21%
Townhouse	0.57%
Owner-occupied	78.47%
State concentrations (greater than 5%)
California	28.58%
Florida	10.17%
New York	6.07%
Arizona	5.78%
Texas	5.45%
Balloon	10.31%

Removal and Substitution of a Mortgage Loan

The trustee will acknowledge the sale, transfer and assignment to it by the depositor of the mortgage loans, and receipt of, subject to further review by the custodian, the mortgage loan files and the exceptions to the mortgage loan files. If the trustee receives written notice that any mortgage loan is defective on its face or if a representation or warranty with respect to any mortgage loan is breached, the trustee, or the custodian on its behalf, will promptly notify the sponsor of such defect or breach. If the sponsor cannot or does not cure any such defect or breach within 90 days from the date of notice and, in each case such defect materially and adversely affects the interests of the certificateholders in the mortgage loan, the sponsor will, in accordance with the terms of the pooling and servicing agreement, provide the trustee with a substitute mortgage loan (if within two years of the closing date) or repurchase the mortgage loan within 90 days of the date of notice; provided that, if such defect would cause the mortgage loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Internal Revenue Code, any such cure, repurchase or substitution must occur within 90 days from the date such breach was discovered.

Description of the Certificates

General

The issuing entity will issue senior certificates and subordinate certificates with respect to the mortgage loans. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6 and Class A-7 Certificates will each represent senior interests in the issuing entity and are sometimes referred to collectively in this prospectus supplement as the Class A Certificates.  The Class A-1 Certificates are sometimes referred to in this prospectus supplement as the exchangeable certificates. The Class A-3, Class A-4, Class A-5, Class A-6 and Class A-7 Certificates are sometimes referred to collectively in this prospectus supplement as the exchanged certificates. The Class PO, Class X and Class R Certificates will each represent senior interests in the issuing entity and are sometimes referred to in this prospectus supplement, collectively with the Class A Certificates, as the senior certificates. The Class B-1, Class B-2 and Class B-3 Certificates will each represent subordinate interests inthe mortgage pool and we sometimes refer to these certificates collectively in this prospectus supplement as the offered subordinate certificates. We sometimes refer to the senior certificates and offered subordinate certificates collectively in this prospectus supplement as the offered certificates.

The issuing entity will also issue the Class B-4, Class B-5 and Class B-6 Certificates, each of which will represent subordinate interests in the mortgage pool, and the Class P Certificates, all of which are not offered by this prospectus supplement. The Class B-4, Class B-5 and Class B-6 Certificates are sometimes referred to collectively in this prospectus supplement as thenon-offered subordinate certificates. The Class B-4, Class B-5 and Class B-6 Certificates have initial principal balances of approximately $2,850,000, $1,684,000 and $2,330,329, respectively. We sometimes refer to the offered subordinate certificates and non-offered subordinate certificates collectively in this prospectus supplement as the subordinate certificates or the Class B Certificates. The Class P, Class B-4, Class B-5 and Class B-6 Certificates are sometimes referred to collectively in this prospectus supplement as the non-offered certificates. The non-offered certificates, together with the offered certificates, are sometimes referred to collectively in this prospectus supplement as the certificates.

The last scheduled distribution date for the offered certificates is the distribution date in October 2037.

Residual Certificates

The Class R Certificates, also referred to in this prospectus supplement as the residual certificates, will represent the sole class of residual interests in the real estate mortgage investment conduit established by the issuing entity.

Record Date

For each class of offered certificates, the last business day of the month immediately preceding the applicable distribution date.

Denominations

For each class of offered certificates (other than the Class R Certificates), $100,000 and multiples of $1 in excess thereof, except that one certificate of each class may be issued in the remainder of the class. The Class R Certificates will be issued as a single certificate of $50.

Registration of Offered Certificates

The issuing entity will issue the offered certificates (other than the Class R Certificates) initially in book-entry form. Persons acquiring interests in the offered certificates may elect to hold their beneficial interests through The Depository Trust Company, in the United States, or Clearstream Luxembourg or Euroclear, in Europe.  The issuing entity will issue the Class R Certificates in certificated, fully registered form.

We refer you to “Description of the Certificates — Book-Entry Registration” and “Annex I—Global Clearance, Settlement and Tax Documentation Procedures” in this prospectus supplement.

Pass-Through Rates

The Class A-1, Class A-2, Class A-5, Class A-6, Class A-7, Class R and Class B Certificates each have a fixed pass-through rate as set forth on the cover of this prospectus supplement.

The pass-through rates for the Class A-3, Class A-4 and Class X Certificates may change from distribution date to distribution date. The pass-through rates for these certificates will therefore be adjusted on a monthly basis. Investors will be notified of a pass-through rate adjustment through the monthly distribution reports as described under “Description of the Certificates — “Reports to Certificateholders” in this prospectus supplement.

The pass-through rates for the Class A-3 Certificates and Class A-4 Certificates are as follows:

·         The Class A-3 Certificates: One-Month LIBOR plus 0.700% per annum, with a maximum rate of 7.500% per annum and a minimum rate of 0.700% per annum.

·         The Class A-4 Certificates: 44.200% per annum minus (6.5 x One-Month LIBOR), with a maximum rate of 44.200% per annum and a minimum rate of 0.000% per annum.

One-Month LIBOR for the first accrual period and for all subsequent accrual periods will be determined as described under “Description of the Certificates — Calculation of One-Month LIBOR” in this prospectus supplement.

The Class X Certificates have a variable per annum pass-through rate equal to the weighted average of the excess, if any, of (a) the net mortgage rate on each mortgage loan, over (b) 6.500% per annum.  The pass-through rate with respect to the Class X Certificates for the initial interest accrual period is approximately 0.501% per annum.

Distribution Dates

The trustee will make distributions on the certificates on the 25th day of each calendar month beginning in October 2007 to the appropriate holders of record. If the 25th day of the month is not a business day, then the trustee will make distributions on the following business day.

Interest Payments

On each distribution date, holders of the senior certificates (other than the Class PO Certificates) and subordinate certificates will be entitled to receive:

·         the interest that has accrued on the certificate principal balance or notional amount of such certificates at the related pass-through rate during the related accrual period, and

·         any interest due on any prior distribution date that was not paid plus interest accrued thereon, less

·         interest shortfalls allocated to such certificates.

The accrual period for the offered certificates (other than the Class A-3, Class A-4 and Class PO Certificates) will be the calendar month immediately preceding the calendar month in which a distribution date occurs. The accrual period for the Class A-3 Certificates and Class A-4 Certificates will be the period from and including the 25^th day of the calendar month preceding the month in which a distribution date occurs to and including the 24^th day of the calendar month in which that distribution date occurs. Calculations of interest on the offered certificates (other than the Class PO Certificates) will be based on a 360-day year that consists of twelve 30-day months. Investors will be notified of a pass-through rate adjustment through the monthly distribution reports.

The notional amount of the Class X Certificates for purposes of calculating accrued certificate interest is equal to the aggregate stated principal balance of the mortgage loans.

The PO Certificates are principal only certificates and will not bear interest.

Principal Payments

On each distribution date, holders of the senior certificates (other than the Class X Certificates)and subordinate certificates will receive a distribution of principal on their certificates if there is cash available on that date for the payment of principal.

You should review the priority of payments described under “Description of the Certificates—Distributions on the Certificates” in this prospectus supplement.

On each distribution date, the Class PO Certificates will receive a portion of the principal received or advanced on each discount mortgage loan. A discount mortgage loan is a mortgage loan with a net mortgage rate less than 6.500% per annum. For a description of the principal distributions to the Class PO Certificates see “Description of the Certificates —Distributions—Distributions on the Certificates” in this prospectus supplement.

Credit Enhancement

Credit enhancement provides limited protection to holders of specified certificates against shortfalls in payments received on the mortgage loans. This transaction employs the following forms of credit enhancement.

Subordination. By issuing senior certificates and subordinate certificates, the issuing entity has increased the likelihood that senior certificateholders will receive regular payments of interest and/or principal, as applicable.

The certificates designated as senior certificates will have a payment priority over the certificates designated as subordinate certificates.  Among the classes of subordinate certificates, each class of subordinate certificates with a lower numerical class designation will have payment priority over each class of subordinate certificates with a higher numerical designation.

Subordination provides the holders of certificates having a higher payment priority with protection against the non-PO portion of losses realized when the remaining unpaid principal balance on a related mortgage loan exceeds the amount of proceeds recovered upon the liquidation of that mortgage loan. The non-PO portion of realized losses will be allocated first, to the Class B-6 Certificates, second, to the Class B-5 Certificates, third, to the Class B-4 Certificates, fourth, to the Class B-3 Certificates, fifth, to the Class B-2 Certificates, and sixth, to the Class B-1 Certificates, in each case until the certificate principal balance of each class of subordinate certificates is reduced to zero. If no subordinate certificates remain outstanding, the non-PO portion of the principal portion of realized losses on the mortgage loans will be allocated among the senior certificates (other than the Class X Certificates) in proportion to their remaining certificate principal balances; provided, however, that any such losses otherwise allocable to the Class A-1 Certificates will be allocated to the Class A-2 Certificates, until the certificate principal balance of that class has been reduced to zero, and then to the Class A-1 Certificates.

A portion of losses on each mortgage loan having a net mortgage rate less than 6.500% per annum will be allocated to the Class PO Certificates in an amount based on the percentage of each such mortgage loan represented by such class subject to certain amounts otherwise distributable to the subordinate certificates that are used to cover such losses as described in this prospectus supplement. The remainder of such losses will be allocated as described in the previous paragraph.

As of the closing date, the aggregate certificate principal balance of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates will equal approximately 7.90% of the aggregate certificate principal balance of all classes of certificates, other than the Class X Certificates. As of the closing date, the aggregate certificate principal balance of the Class B-4, Class B-5 and Class B-6 Certificates will equal approximately 2.65% of the aggregate certificate principal balance of all classes of certificates, other than the Class X Certificates.

In addition, to extend the period during which the subordinate certificates remain available as credit enhancement to the senior certificates, the entire amount of the non-PO portion of any prepayments and certain other unscheduled recoveries of principal will be allocated to the senior certificates, other than the Class X Certificates, to the extent described in this prospectus supplement during the first five years after the cut-off date, with such allocation to be subject to further reduction over an additional four year period thereafter as described in this prospectus supplement, unless certain loss and delinquency tests are satisfied. This will accelerate the amortization of the senior certificates, other than the Class X Certificates, as a whole while, in the absence of realized losses in respect of the mortgage loans, increasing the percentage interest in the principal balance of the mortgage loans the subordinate certificates evidence.

We refer you to “Description of the Certificates—Allocation of Losses” in this prospectus supplement.

Payments on Exchangeable Certificates

In the event that the exchangeable certificates are exchanged for their related exchanged certificates, the exchanged certificates received in such exchange will receive principal and interest distributions as described in the section entitled “Description of the Certificates—Exchangeable Certificates” and in Appendix A of this prospectus supplement.

Advances

Each servicer will make cash advances with respect to delinquent payments of scheduled interest and principal on the mortgage loans (other than any balloon payments) for which it acts as servicer in general to the extent that such servicer reasonably believes that such cash advances can be repaid from future payments on the related mortgage loans. These cash advances are only intended to maintain a regular flow of scheduled interest and principal payments on the certificates and are not intended to guarantee or insure against losses. If the related servicer fails to make any such advance, the master servicer will be obligated to do so, as described in this prospectus supplement.

Servicing Fee

The master servicer will be entitled to any amounts earned on permitted investments in the master servicer collection account.  Each servicer will be entitled to 1/12th of the servicing fee rate multiplied by the stated principal balance of each mortgage loan serviced by it as of the due date in the month preceding the month in which such distribution date occurs.  The servicing fee rate will be 0.250% per annum. Any interest shortfalls on the mortgage loans resulting from prepayments made during the related prepayment period that are being distributed to the certificateholders on that distribution date will be offset by the related servicer on the distribution date in the following calendar month to the extent of compensating interest payments as described in this prospectus supplement.  The master servicer will not cover these shortfalls.

Trustee Fee

The trustee will be entitled to receive any amounts earned on permitted investments in the distribution account. In addition, the trustee will be entitled to receive a fee as compensation for its activities under the pooling and servicing agreement equal to 1/12th of the trustee fee rate multiplied by the aggregate stated principal balance of the mortgage loans as of the due date in the month preceding the month in which such distribution date occurs. The trustee fee rate will be 0.020% per annum.

Optional Termination

At its option, the depositor or its designee may, purchase all of the remaining assets in the issuing entity when the principal balance of the mortgage loans and any foreclosed real estate owned by the issuing entity has declined to or below 10% of the principal balance of the mortgage loans as of the cut-off date.

Federal Income Tax Consequences

For federal income tax purposes, the issuing entity will comprise one real estate mortgage investment conduit, or REMIC. The offered certificates will represent beneficial ownership of “regular interests” in a REMIC identified in the pooling and servicing agreement.

The residual certificates will represent the beneficial ownership of the sole class of “residual interests” in a REMIC. Certain classes of offered certificates may be issued with original issue discount for federal income tax purposes.

We refer you to“Federal Income Tax Consequences” in this prospectus supplement and“Material Federal Income Tax Considerations” in the base prospectus for additional information concerning the application of federal income tax laws.

Legal Investment

The senior certificates and Class B-1 Certificates will be, and the Class B-2 Certificates and Class B-3 Certificates will not be, “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended.

We refer you to “Legal Investment” in this prospectus supplement and“Legal Investment Considerations” in the base prospectus.

ERISA Considerations

The offered certificates (other than the Class R Certificates) may be purchased by a pension or other employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended or Section 4975 of the Internal Revenue Code of 1986, so long as a number of conditions are met. A fiduciary of an employee benefit plan must determine that the purchase of a certificate is consistent with its fiduciary duties under applicable law and does not result in a nonexempt prohibited transaction under applicable law.

We refer you to “ERISA Considerations” in this prospectus supplement and in the base prospectus.

Ratings

The classes of offered certificates listed below will not be offered unless they receive at least the respective ratings set forth below from Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., which we refer to as “Standard & Poor’s” and Fitch Ratings, which we refer to as “Fitch”.

Class	Standard & Poor’s Rating	Fitch’s Rating
A-1	AAA	AAA
A-2	AAA	AAA
A-3	AAA	AAA
A-4	AAA	AAA
A-5	AAA	AAA
A-6	AAA	AAA
A-7	AAA	AAA
PO	AAA	AAA
X	AAA	AAA
R	AAA	AAA
B-1	AA	AA
B-2	A	A
B-3	BBB	BBB

A rating is not a recommendation to buy, sell or hold securities and either rating agency can revise or withdraw such ratings at any time. In general, ratings address credit risk and do not address the likelihood of prepayments.

TRANSACTION STRUCTURE

RISK FACTORS

In addition to the matters described elsewhere in this prospectus supplement and the base prospectus, you are encouraged to carefully consider the following risk factors before deciding to purchase a certificate.

The subordinate certificates have a greater risk of loss than the senior certificates	When certain classes of certificates provide credit enhancement for other classes of certificates it is sometimes referred to as “subordination”. For purposes of this prospectus supplement, “subordinate classes” means: ·with respect to the senior certificates: the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates; ·with respect to the Class B-1 Certificates: the Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates; ·with respect to the Class B-2 Certificates: the Class B-3, Class B-4, Class B-5 and Class B-6 Certificates; ·with respect to the Class B-3 Certificates: the Class B-4, Class B-5 and Class B-6 Certificates; ·with respect to the Class B-4 Certificates: the Class B-5 Certificates and Class B-6 Certificates; and ·with respect to the Class B-5 Certificates: the Class B-6 Certificates.
	We will provide credit enhancement for the certificates, first, by the right of the holders of the more senior certificates to receive certain payments of interest and principal, as applicable, prior to the subordinate classes and, second, by the allocation of realized losses on the mortgage loans to the certificates as described below. This form of credit enhancement uses collections on the mortgage loans otherwise payable to the holders of the subordinate classes to pay amounts due on the more senior classes of certificates. Such collections are the sole source of funds from which such credit enhancement is provided.
	The PO Percentage of the principal portion of realized losses on the portion of the related mortgage loans attributable to the Class PO Certificates will be allocated to the Class PO Certificates until the certificate principal balance of the Class PO Certificates is reduced to zero, subject to certain amounts otherwise distributable to the subordinate certificates that are used to cover such losses as described in this prospectus supplement, and the remainder of the principal portion of realized losses on such mortgage loans will be allocated as described in the following paragraph.
	The Non-PO Percentage of realized losses on the mortgage loans will be allocated first to the subordinate certificates, beginning with the subordinate certificates with the lowest payment priority, until the certificate principal balance of that class has been reduced to zero. This means that the Non-PO Percentage of realized losses on the mortgage loans will first be allocated to the Class B-6 Certificates until the certificate principal balance of the Class B-6 Certificates is reduced to zero. Subsequent Non-PO Percentage of realized losses on the mortgage loans will be allocated to the next most junior class of subordinate certificates, until the certificate principal balance of each class of subordinate certificates is reduced to zero.  Thereafter, the Non-PO Percentage of realized losses will be allocated to the senior certificates (other than the Class X Certificates and Class PO Certificates), pro rata, based upon their respective certificate principal balances; provided, however, that any such losses otherwise allocable to the Class A-1 Certificates will be allocated to the Class A-2 Certificates, until the certificate principal balance of that class has been reduced to zero, and then to the Class A-1 Certificates. Accordingly, if the aggregate certificate principal balance of the subordinate certificates were to be reduced to zero, delinquencies and defaults on the mortgage loans would reduce the amount of funds available for monthly distributions to the holders of the senior certificates. The ratings of the offered certificates by the rating agencies may be lowered following the initial issuance thereof as a result of losses on the mortgage loans in excess of the levels contemplated by the rating agencies at the time of their initial rating analysis. Neither the depositor, the master servicer, the servicers, the trustee, the custodian nor any of their respective affiliates will have any obligation to replace or supplement any credit enhancement, or to take any other action to maintain the ratings of the offered certificates. See “Ratings” in the base prospectus. You are encouraged to fully consider the risks of investing in a subordinate certificate, including the risk that you may not fully recover your initial investment as a result of realized losses on the mortgage loans. See“Description of the Certificates” in this prospectus supplement.
Additional risks associated with the subordinate certificates	The weighted average lives of, and the yields to maturity on, the subordinate certificates, in reverse order of their payment priority, will be progressively more sensitive, in that order, to the rate and timing of mortgagor defaults and the severity of ensuing losses on the mortgage loans. If the actual rate and severity of losses on the mortgage loans are higher than those assumed by an investor in such certificates, the actual yield to maturity of such certificates may be lower than the yield anticipated by such holder based on such assumption. The timing of losses on the mortgage loans will also affect an investor’s actual yield to maturity even if the rate of defaults and severity of losses over the life of the mortgage loans are consistent with an investor’s expectations. In general, the earlier a loss occurs, the greater the effect on an investor’s yield to maturity. Realized losses on the mortgage loans may reduce the certificate principal balances of the subordinate certificates, in reverse order of their payment priority. As a result of any such reductions in the certificate principal balances of the subordinate certificates, less interest will accrue on such classes of subordinate certificates than would otherwise be the case. Once a realized loss on a mortgage loan is allocated to a subordinate certificate, no interest will be distributable with respect to such written down amount.
Principal only and interest only certificates involve additional risk	The Class PO Certificates will receive a portion of the principal payments only on the mortgage loans that have net mortgage rates lower than 6.500% per annum. Therefore, the yield on the Class PO Certificates is extremely sensitive to the rate and timing of principal prepayments and defaults on such mortgage loans. Investors in the Class PO Certificates should be aware that mortgage loans with lower interest rates are less likely to be prepaid than mortgage loans with higher interest rates. If payments of principal on the mortgage loans that have net mortgage rates lower than 6.500% per annum occur at a rate slower than an investor assumed at the time of purchase, the related investor’s yield may be adversely affected.
	The Class X Certificates will receive a portion of the interest payments only on the mortgage loans that have net mortgage rates greater than 6.500% per annum. Therefore, the yield on the Class X Certificates is extremely sensitive to the rate and timing of principal prepayments and defaults on such mortgage loans. Investors in the Class X Certificates should be aware that mortgage loans with higher interest rates are more likely to be prepaid than mortgage loans with lower interest rates. If payments of principal on the mortgage loans that have net mortgage rates greater than 6.500% per annum occur at a rate faster than an investor assumed at the time of purchase, the related investor’s yield may be adversely affected. Investors in the Class X Certificates should fully consider the risk that a rapid rate of prepayments on the mortgage loans that have net mortgage rates greater than 6.500% per annum could result in the failure of such investors to fully recover their investments.
The Yields on the Class A-3 Certificates and Class A-4 Certificates are sensitive to fluctuations in LIBOR.	The Class A-3 Certificates and Class A-4 Certificates will accrue interest at an adjustable rate determined separately for each distribution date according to an index in the manner described in this prospectus supplement under “Description of the Certificates — Interest Distributions.” The pass-through rate on the Class A-3 Certificates will vary directly with LIBOR. The pass-through rate on the Class A-4 Certificates will vary inversely with LIBOR. Therefore, the yields to investors on the Class A-3 Certificates and Class A-4 Certificates will be sensitive to fluctuations of the index.
The Class A-7 Certificates are not entitled to certain distributions of principal for some period of time.	The Class A-7 Certificates will not receive any distributions of principal prepayments prior to the distribution date occurring in October 2012 and a disproportionate amount of principal payments prior to the distribution date occurring in October 2016. As a result, the weighted average lives of the Class A-7 Certificates will be longer than would otherwise be the case, and the effect on the market value of the Class A-7 due to changes in market interest rates or market yields for similar securities are greater than for the other Class A Certificates that are entitled to payments of both scheduled principal and principal prepayments.
Class R Certificates will receive limited distributions and may have significant tax liabilities	Holders of the Class R Certificates are entitled to receive distributions as described in this prospectus supplement, but the holders of the Class R Certificates are not expected to receive any distributions after the first distribution date. In addition, holders of the Class R Certificates will have tax liabilities with respect to their certificates during the early years of the related REMIC that substantially exceed the distributions payable during or prior to that time. See “Material Federal Income Tax Considerations”in the base prospectus and “Federal Income Tax Consequences” and “Yield, Prepayment and Maturity Considerations—Additional Yield Considerations Applicable Solely to the Residual Certificates” in this prospectus supplement.
Certain mortgage loans were underwritten to nonconforming underwriting standards, which may result in losses or shortfalls to be incurred on the offered certificates	Certain mortgage loans were underwritten generally in accordance with underwriting standards which are primarily intended to provide for single family “non-conforming” mortgage loans. A “non-conforming” mortgage loan means a mortgage loan which is ineligible for purchase by Fannie Mae or Freddie Mac due to either credit characteristics of the related mortgagor, i.e. borrowers on the mortgage loans may have an impaired or unsubstantiated credit history, or documentation standards in connection with the underwriting of the related mortgage loan that do not meet the Fannie Mae or Freddie Mac underwriting guidelines. These documentation standards may include mortgagors who provide limited or no documentation in connection with the underwriting of the related mortgage loan. Accordingly, mortgage loans underwritten under such non-conforming credit underwriting standards are likely to experience rates of delinquency, foreclosure and loss that are higher, and may be substantially higher, than mortgage loans originated in accordance with the Fannie Mae or Freddie Mac underwriting guidelines. Any resulting losses, to the extent not covered by credit enhancement, may affect the yields to maturity of the offered certificates.
Defaults could cause payment delays and losses	There could be substantial delays in the liquidation of defaulted mortgage loans and corresponding delays in receiving your portion of the proceeds of liquidation. These delays could last up to several years. Furthermore, an action to obtain a deficiency judgment is regulated by statutes and rules, and the amount of a deficiency judgment may be limited by law. In the event of a default by a borrower, these restrictions may impede the ability of the related servicer to foreclose on or to sell the mortgaged property or to obtain a deficiency judgment. In addition, liquidation expenses such as legal and appraisal fees, real estate taxes and maintenance and preservation expenses, will reduce the amount of security for the mortgage loans and, in turn, reduce the proceeds payable to certificateholders.
	In the event that: ·the mortgaged properties fail to provide adequate security for the mortgage loans, and
	·the protection provided by the subordination of certain classes is insufficient to cover any shortfall, you could lose all or a portion of the money you paid for your certificates.
Some of the mortgage loans were originated simultaneously with second liens	With respect to approximately 18.91% of the mortgage loans by aggregate principal balance of the mortgage loans as of the cut-off date, at the time of origination of the first lien mortgage loan, the related originator also originated a second lien mortgage loan which is not included in the issuing entity. The weighted average loan-to-value ratio at origination of the first lien on such mortgage loans is approximately 75.40%, and the weighted average combined loan-to-value ratio at origination of such mortgage loans (including the second lien) is approximately 87.42%. With respect to these mortgage loans, the rate of delinquencies may be increased relative to mortgage loans that were originated without a simultaneous second lien because the mortgagors on such mortgage loans have less equity in the mortgaged property. Investors are encouraged to also note that any mortgagor may obtain secondary financing at any time subsequent to the date of origination of their mortgage loan from the originators or from any other lender.
Your yield could be adversely affected by the unpredictability of prepayments	No one can accurately predict the level of prepayments that the issuing entity will experience. The issuing entity’s prepayment experience may be affected by many factors, including:
	·general economic conditions,
	·the level of prevailing interest rates,
	·the availability of alternative financing, and
	·homeowner mobility.
	Some of the mortgage loans contain due-on-sale provisions, and the related servicer intends to enforce those provisions unless doing so is not permitted by applicable law or the related servicer, in a manner consistent with reasonable commercial practice, permits the purchaser of the mortgaged property in question to assume the related mortgage loan. In addition, approximately 33.80% of the mortgage loans by aggregate principal balance as of the cut-off date, imposed a prepayment charge in connection with voluntary prepayments made within up to three years after origination, which prepayment charges may discourage prepayments during the applicable period. For a detailed description of the characteristics of the prepayment charges on the mortgage loans, and the standards under which the prepayment charges may be waived by the related servicer, please see “The Mortgage Pool — Prepayment Charges on the Mortgage Loans” in this prospectus supplement. There can be no assurance that the prepayment charges will have any effect on the prepayment performance of the mortgage loans.
	The weighted average lives of the certificates will be sensitive to the rate and timing of principal payments, including prepayments, on the mortgage loans, which may fluctuate significantly from time to time.
	·You are encouraged to note that: ·if you purchase your certificates at a discount and principal is repaid on the mortgage loans slower than you anticipate, then your yield may be lower than you anticipate;
	·if you purchase your certificates at a premium and principal is repaid on the mortgage loans faster than you anticipate, then your yield may be lower than you anticipate;
	·since repurchases of mortgage loans as a result of breaches of representations and warranties and liquidations of mortgage loans following default have the same effect as prepayments, your yield may be lower than you expect if the rate of such repurchases and liquidations is higher than you expect;
	·as described in this prospectus supplement, the sponsor has the option to repurchase mortgage loans that are 90 days or more delinquent or mortgage loans for which the initial scheduled payment becomes thirty days delinquent.  The sponsor may exercise such option on its own behalf or may assign this right to a third party, including a holder of a class of certificates, that may benefit from the repurchase of such mortgage loans.  These repurchases will have the same effect on the holders of the certificates as a prepayment of the mortgage loans.  You should also note that the removal of any such delinquent mortgage loan from the issuing entity may affect the loss and delinquency tests that determine the distributions of principal prepayments to the certificates, which may adversely affect the market value of the certificates. A third party is not required to take your interests into account when deciding whether or not to direct the exercise of this option and may direct the exercise of this option when the sponsor would not otherwise exercise it. As a result, the performance of this transaction may differ from transactions in which this option was not granted to a third party; and
	·you bear the reinvestment risks resulting from a faster or slower rate of principal payments than you expected.
	The sponsor may from time to time implement programs designed to encourage refinancing. These programs may include, without limitation, modifications of existing loans, general or targeted solicitations, the offering of pre-approved applications, reduced origination fees or closing costs, or other financial incentives. Targeted solicitations may be based on a variety of factors, including the credit of the borrower or the location of the related mortgaged property. In addition, The sponsor may encourage assumptions of mortgage loans, including defaulted mortgage loans, under which creditworthy borrowers assume the outstanding indebtedness of the mortgage loans which may be removed from the mortgage pool. As a result of these programs, with respect to the mortgage pool underlying any issuing entity, the rate of principal prepayments of the mortgage loans in the mortgage pool may be higher than would otherwise be the case, and in some cases, the average credit or collateral quality of the mortgage loans remaining in the mortgage pool may decline.
	We refer you to“The Mortgage Pool” and“Yield, Prepayment and Maturity Considerations” in this prospectus supplement and“Material Legal Aspects of the Loans—Due-on-Sale Clauses in Mortgage Loans” in the base prospectus for a description of certain provisions of the mortgage loans that may affect the prepayment experience on the mortgage loans.
Mortgage loan modifications may affect distributions on the securities	Modifications of mortgage loans implemented by the related servicer or the master servicer in order to maximize ultimate proceeds of such mortgage loans may have the effect of, among other things, reducing or otherwise changing the loan rate, forgiving payments of principal, interest or other amounts owed under the mortgage loan, such as taxes or insurance premiums, extending the final maturity date of the mortgage loan, capitalizing or deferring delinquent interest and other amounts owed under the mortgage loan, or any combination of these or other modifications. Any modified loan may remain in the issuing entity, and the reduction in collections resulting from a modification may result in reduced distributions of interest or principal on, may extend the final maturity of, or result in an allocation of a realized loss to, one or more classes of the certificates.
A reduction in certificate rating could have an adverse effect on the value of your certificates	The ratings of each class of offered certificates will depend primarily on an assessment by the rating agencies of the mortgage loans and the subordination afforded by certain classes of certificates. The ratings by each of the rating agencies of the offered certificates are not recommendations to purchase, hold or sell the offered certificates because such ratings do not address the market prices of the certificates or suitability for a particular investor.
	The rating agencies may suspend, reduce or withdraw the ratings on the offered certificates at any time. Any reduction in, or suspension or withdrawal of, the rating assigned to a class of offered certificates would probably reduce the market value of such class of offered certificates and may affect your ability to sell them.
Your distributions could be adversely affected by the bankruptcy or insolvency of certain parties	The sponsor and Master Funding LLC will each treat the transfer of its respective mortgage loans to the depositor as a sale of the mortgage loans. However, if the sponsor or Master Funding LLC, as applicable, becomes bankrupt, the trustee in bankruptcy may argue that the mortgage loans were not sold but were only pledged to secure a loan to such entity. If that argument is made, you could experience delays or reductions in payments on the certificates. If that argument is successful, the bankruptcy trustee could elect to sell the mortgage loans and pay down the certificates early. Thus, you could lose the right to future payments of interest, and might suffer reinvestment loss in a lower interest rate environment.
	In addition, if the related servicer or the master servicer becomes bankrupt, a bankruptcy trustee or receiver may have the power to prevent the appointment of a successor servicer or successor master servicer, as applicable. Any related delays in servicing could result in increased delinquencies or losses on the mortgage loans.
Developments in specified regions could have a disproportionate effect on the mortgage loans due to geographic concentration of mortgaged properties	Approximately 28.58% and 10.17% of the mortgage loans, by aggregate principal balance as of the cut-off date, are secured by mortgaged properties that are located in the state of California and Florida, respectively. Property in those states or in any other region having a significant concentration of properties underlying the mortgage loans, may be more susceptible than homes located in other parts of the country to certain types of uninsurable hazards, such as earthquakes, floods, mudslides and other natural disasters. In addition,
	·economic conditions in the specified regions, which may or may not affect real property values, may affect the ability of borrowers to repay their loans on time;
	·declines in the residential real estate market in the specified regions may reduce the values of properties located in those regions, which would result in an increase in the loan-to-value ratios; and
	·any increase in the market value of properties located in the specified regions would reduce the loan-to-value ratios and could, therefore, make alternative sources of financing available to the borrowers at lower interest rates, which could result in an increased rate of prepayment of the mortgage loans.
Some of the mortgage loans have an initial interest only period, which may result in increased delinquencies and losses	Approximately 34.54% of the mortgage loans, by aggregate principal balance as of the cut-off date, have an initial interest only period ranging from five to ten years. During this period, the payment made by the related mortgagor will be less than it would be if the mortgage loan amortized. In addition, the mortgage loan balance will not be reduced because there will be no scheduled monthly payments of principal during this period. As a result, no principal payments will be made to the offered certificates with respect to these mortgage loans during their interest only period except in the case of a prepayment.
	After the initial interest only period, the scheduled monthly payment on these mortgage loans will increase, which may result in increased delinquencies by the related mortgagors, particularly if interest rates have increased and the mortgagor is unable to refinance. In addition, losses may be greater on these mortgage loans as a result of the mortgage loan not amortizing during the early years of these mortgage loans. Although the amount of principal included in each scheduled monthly payment for a traditional mortgage loan is relatively small during the first few years after the origination of a mortgage loan, in the aggregate the amount can be significant. Any resulting delinquencies and losses, to the extent not covered by credit enhancement, will be allocated to the offered certificates.
	Mortgage loans with an initial interest only period are relatively new in the mortgage marketplace. The performance of these mortgage loans may be significantly different from mortgage loans that amortize from origination. In particular, there may be a higher expectation by these mortgagors of refinancing their mortgage loans with a new mortgage loan, in particular one with an initial interest only period, which may result in higher or lower prepayment speeds than would otherwise be the case. In addition, the failure to build equity in the property by the related mortgagor may affect the delinquency and prepayment of these mortgage loans.
Violation of consumer protection laws may result in losses on the mortgage loans and the offered certificates	Applicable state laws generally regulate interest rates and other charges, require certain disclosure, and require licensing of the originators. In addition, other state laws, public policy and general principles of equity relating to the protection of consumers, unfair and deceptive practices and debt collection practices may apply to the origination, servicing and collection of the mortgage loans.
	The mortgage loans are also subject to federal laws, including: ·the Federal Truth-in-Lending Act and Regulation Z promulgated thereunder, which require certain disclosures to the mortgagors regarding the terms of the mortgage loans; ·the Equal Credit Opportunity Act and Regulation B promulgated thereunder, which prohibit discrimination on the basis of age, race, color, sex, religion, marital status, national origin, receipt of public assistance or the exercise of any right under the Consumer Credit Protection Act, in the extension of credit; and
	·the Depository Institutions Deregulation and Monetary Control Act of 1980, which preempts certain state usury laws.
	Violations of certain provisions of these federal and state laws may limit the ability of the related servicer to collect all or part of the principal of or interest on the mortgage loans and in addition could subject the issuing entity to damages and administrative enforcement. In particular, the failure of the originators to comply with certain requirements of the Federal Truth-in-Lending Act, as implemented by Regulation Z, could subject the issuing entity to monetary penalties, and result in the mortgagors’ rescinding the mortgage loans against the issuing entity. In addition to federal law, some states have enacted, or may enact, laws or regulations that prohibit inclusion of some provisions in mortgage loans that have interest rates or origination costs in excess of prescribed levels, that require mortgagors be given certain disclosures prior to the consummation of the mortgage loans and that restrict the ability of the related servicer to foreclose in response to the mortgagor’s default. The failure of the originators to comply with these laws could subject the issuing entity to significant monetary penalties, could result in the mortgagors rescinding the mortgage loans against the issuing entity and/or limit the related servicer’s ability to foreclose upon the related mortgaged property in the event of a mortgagor’s default. Under the anti-predatory lending laws of some states, the borrower is required to meet a net tangible benefits test in connection with the origination of the related mortgage loan. This test may be highly subjective and open to interpretation. As a result, a court may determine that a mortgage loan does not meet the test even if the related originator reasonably believed that the test was satisfied. Any determination by a court that a mortgage loan does not meet the test will result in a violation of the state anti-predatory lending law, in which case the sponsor will be required to purchase that mortgage loan from the issuing entity fund.
	The sponsor will represent that, as of the closing date, each mortgage loan is in compliance with applicable federal and state laws and regulations. In the event of a breach of such representation, the sponsor will be obligated to cure such breach or repurchase or replace the affected mortgage loan in the manner described in this prospectus supplement. If the sponsor is unable or otherwise fails to satisfy such obligations, the yield on the offered certificates may be materially and adversely affected.
You may have difficulty selling your certificates	The underwriter intends to make a secondary market in the offered certificates, but the underwriter has no obligation to do so. We cannot assure you that a secondary market will develop or, if it develops, that it will continue. Consequently, you may not be able to sell your certificates readily or at prices that will enable you to realize your desired yield. The market values of the certificates are likely to fluctuate, and such fluctuations may be significant and could result in significant losses to you.
	The secondary markets for asset backed securities have experienced periods of illiquidity and can be expected to do so in the future. Illiquidity can have a severely adverse effect on the prices of certificates that are especially sensitive to prepayment, credit or interest rate risk, or that have been structured to meet the investment requirements of limited categories of investors.
The return on your certificates could be reduced by shortfalls due to the application of the Servicemembers Civil Relief Act and similar state or local laws	The Servicemembers Civil Relief Act, or the Relief Act, and similar state or local laws provide relief to mortgagors who enter active military service and to mortgagors in reserve status who are called to active military service after the origination of their mortgage loans. Current or future military operations of the United States may increase the number of citizens in active military duty, including those citizens previously in reserve status. Under the Relief Act the interest rate applicable to a mortgage loan for which the related mortgagor is called to active military service will be reduced from the percentage stated in the related mortgage note to 6.00%. This interest rate reduction and any reduction provided under similar state or local laws will result in an interest shortfall because the related servicer will not be able to collect the amount of interest which otherwise would be payable with respect to such mortgage loan if the Relief Act or similar state or local law was not applicable thereto. This shortfall will not be paid by the mortgagor on future due dates or advanced by the related servicer and, therefore, will reduce the amount available to pay interest to the certificateholders on subsequent distribution dates. We do not know how many mortgage loans in the mortgage pool have been or may be affected by the application of the Relief Act or similar state or local laws.
Some of the mortgage loans provide for balloon payments at maturity	Approximately 10.31% of the mortgage loans by aggregate principal balance as of the cut-off date, are balloon loans. These mortgage loans will require a substantial payment of principal, or a balloon payment, at their stated maturity in addition to their scheduled monthly payment. Mortgage loans with balloon payments involve a greater degree of risk because the ability of a mortgagor to make a balloon payment typically will depend upon the mortgagor’s ability either to fully refinance the loan or to sell the related mortgaged property at a price sufficient to permit the mortgagor to make the balloon payment. The ability of a mortgagor to accomplish either of these goals will be affected by a number of factors, including the value of the related mortgaged property, the level of available mortgage rates at the time of sale or refinancing, the mortgagor’s equity in the related mortgaged property, the financial condition of the mortgagor, tax laws and prevailing general economic conditions.
Reimbursement of advances to the master servicer, EMC in its capacity as a servicer or the trustee (in its capacity as a successor master servicer) could delay distributions on the certificates	Under the pooling and servicing agreement or the related servicing agreement, as applicable, the servicers, the master servicer or the trustee (in its capacity as successor master servicer) will make advances to cover delinquent payments of principal and interest to the extent it reasonably believes that the advances are recoverable from future payments or recoveries on the mortgage loans as described in this prospectus supplement. The master servicer, EMC in its capacity as a servicer or the trustee (in its capacity as successor master servicer) may make such advances from amounts held for future distribution.  In addition, the master servicer, EMC in its capacity as a servicer or the trustee (in its capacity as successor master servicer) may withdraw from the master servicer collection account, its protected account or the distribution account, as applicable, funds that were not included in available funds for the preceding distribution date to reimburse itself for advances previously made.  Any such amounts withdrawn by the master servicer, EMC in its capacity as a servicer or the trustee (in its capacity as successor master servicer) in reimbursement of advances previously made are generally required to be replaced by the master servicer, EMC in its capacity as a servicer or the trustee (in its capacity as successor master servicer), as applicable, on or before the next distribution date, subject to subsequent withdrawal.  To the extent that the master servicer, EMC in its capacity as a servicer or the trustee (in its capacity as successor master servicer) is unable to replace any amounts withdrawn in reimbursement of advances previously made, there could be a delay in distributions on the certificates. Furthermore, such party’s right to reimburse itself for advances previously made from funds held for future distribution could lead to amounts required to be restored to the related account by such party that are higher, and potentially substantially higher, than one month’s advance obligation.
Credit scores are not an indicator of future performance of borrowers	Investors are encouraged to be aware that credit scores are based on past payment history of the borrower. Investors are encouraged not to rely on credit scores as an indicator of future borrower performance. See “The Mortgage Pool” in this prospectus supplement.
Recent developments in the residential mortgage market may adversely affect the market value of your securities	Recently, the residential mortgage market in the United States has experienced a variety of difficulties and changed economic conditions that may adversely affect the performance and market value of your securities. Securities backed by residential mortgage loans, referred to as RMBS Securities, originated in 2006 and 2007 have had a higher and earlier than expected rate of delinquencies. Additionally, there may be evidence that other earlier vintages of RMBS Securities are not performing well. Many RMBS Securities, including those from securitizations of the sponsor, have been downgraded by the rating agencies during the past few months. As a result, the market for your securities may be adversely affected for a significant period of time. The increase in delinquencies described above has not been limited to “subprime” mortgage loans, which are made to borrowers with impaired credit.  The increase in delinquencies has also affected “alt-A” mortgage loans, which are made to borrowers with limited documentation, and also “prime” mortgage loans, which are made to borrowers with excellent credit who provide full documentation. In recent months housing prices and appraisal values in many states have declined or stopped appreciating, after extended periods of significant appreciation. A continued decline or an extended flattening of those values may result in additional increases in delinquencies and losses on residential mortgage loans generally, particularly with respect to second homes and investor properties and with respect to any residential mortgage loans whose aggregate loan amounts (including any subordinate liens) are close to or greater than the related property values. Another factor that may in the future contribute to higher delinquency rates is the potential increase in monthly payments on adjustable rate mortgage loans. Borrowers with adjustable payment mortgage loans may be exposed to increased monthly payments if the related mortgage interest rate adjusts upward from the initial fixed rate or a low introductory rate, as applicable, in effect during the initial period of the mortgage loan to the rate computed in accordance with the applicable index and margin. This increase in borrowers’ monthly payments, together with any increase in prevailing market interest rates, after the initial fixed rate period, may result in significantly increased monthly payments for borrowers with adjustable rate mortgage loans and an increase in default on their obligations. Current market conditions may impair borrowers’ ability to refinance or sell their properties, which may contribute to higher delinquency and default rates. Borrowers seeking to avoid increased monthly payments by refinancing may no longer be able to find available replacement loans at comparably low interest rates. A decline in housing prices may also leave borrowers with insufficient equity in their homes to permit them to refinance. Borrowers who intended to sell their homes or refinance their existing mortgage loan on or before the expiration of the fixed rate periods on their mortgage loans may find that they cannot sell their property for an amount equal to or greater than the unpaid principal balance of their loans or obtain new financing. In addition, some mortgage loans may include prepayment premiums that would further inhibit refinancing. Recently, a number of originators of mortgage loans have experienced serious financial difficulties and, in many cases, have entered bankruptcy proceedings. These difficulties have resulted in part from declining markets for their mortgage loans as well as from claims for repurchases of mortgage loans previously sold under provisions that require repurchase in the event of early payment defaults or for breaches of representations regarding loan quality. In addition to the reduction of the number of originators, a rising interest rate environment and declining real estate values may decrease the number of borrowers seeking or able to refinance their mortgage loans, resulting in a decrease in overall originations. Various federal, state and local regulatory authorities have taken or proposed actions that could hinder the ability of the related servicer to foreclose promptly on defaulted mortgage loans. Any such actions may adversely affect the performance of the loans and the yield on and value of the securities. You are encouraged to consider that the general market conditions discussed above may adversely affect the performance and market value of your securities.

THE MORTGAGE POOL

General

We have provided below and in Schedule A to this prospectus supplement information with respect to the conventional mortgage loans that we expect to include in the pool of mortgage loans in the issuing entity. Prior to the closing date of September 19, 2007, we may remove mortgage loans from the mortgage pool and we may substitute other mortgage loans for the mortgage loans we remove. The depositor believes that the information set forth in this prospectus supplement with respect to the mortgage pool as presently constituted is representative of the characteristics of the mortgage pool as it will be constituted at the closing date, although certain characteristics of the mortgage loans in the mortgage pool may vary. If, as of the closing date, any material pool characteristics differs by 5% or more from the description in this prospectus supplement, revised disclosure will be provided either in a supplement to this prospectus supplement or in a current report on Form 8-K. Unless we have otherwise indicated, the information we present below and in Schedule A is expressed as of the cut-off date, which is September 1, 2007. All percentages of the mortgage loans are approximate percentages by principal balance as of the cut-off date, unless otherwise indicated. Unless otherwise specified, all principal balances of the mortgage loans are as of the cut-off date and are rounded to the nearest dollar.

The mortgage loans will be selected for inclusion in the mortgage pool based on rating agency criteria, compliance with representations and warranties, and conformity to criteria relating to the characterization of securities for tax, ERISA, SMMEA, Form S-3 eligibility and other legal purposes.

Each mortgage loan in the issuing entity will bear interest at a fixed rate and will be secured by a first lien on the related mortgaged property. All of the mortgage loans we will include in the issuing entity will be fully amortizing or have a balloon payment.  The mortgage loans have original terms to maturity of not greater than 30 years.

EMC Mortgage Corporation, referred to in this prospectus supplement as EMC or the sponsor, in its capacity as a seller, purchased the mortgage loans directly in privately negotiated transactions. We refer you to“The Mortgage Pool—EMC Underwriting Guidelines” and“Servicing of the Mortgage Loans” for further information regarding the mortgage loans.

Scheduled monthly payments made by the mortgagors on the mortgage loans either earlier or later than the scheduled due dates thereof will not affect the amortization schedule or the relative application of such payments to principal and interest. The mortgage notes generally provide for a grace period for monthly payments.

The cut-off date pool principal balance is approximately $259,073,325, which is equal to the aggregate Stated Principal Balance of the mortgage loans as of the cut-off date. The mortgage loans to be transferred by the depositor to the issuing entity on the closing date will consist of 847 mortgage loans.

Approximately 7.90% of the mortgage loans are covered by a lender-paid primary mortgage insurance policy. The weighted average of the fee rates for such lender-paid primary mortgage insurance policies is approximately 0.588%.

With respect to the mortgage loans included in the mortgage pool which have a loan-to-value ratio at origination which exceeds 80%, approximately 3.75% of such mortgage loans, are not covered by a primary mortgage insurance policy. All other mortgage loans included in the mortgage pool with a loan-to-value ratio at origination exceeding 80% have primary mortgage insurance policies insuring a portion of the balance of each such mortgage loan. No such primary mortgage insurance policy will be required with respect to any such mortgage loan after the date on which the related loan-to-value ratio decreases to 80% or less or, based upon new appraisal, the principal balance of such mortgage loan represents 80% or less of the new appraised value. All of the insurers that have issued primary mortgage insurance policies with respect to the mortgage loans meet Fannie Mae’s or Freddie Mac’s standard or are acceptable to the rating agencies.

The current and historical delinquency disclosure included in this prospectus supplement regarding the mortgage loans, the representation of the sponsor with respect to the delinquency status of the mortgage loans and the representation of the sponsor with respect to the delinquency status of the static pool information of the sponsor utilizes the OTS Method. In addition, delinquency information included in reports to certificateholders, delinquencies for purposes of the trigger tests and delinquencies for purposes of the optional purchase of certain mortgage loans described in this prospectus supplement will use the OTS Method. See “The Trust Fund – Methods of Delinquency Calculation” in the base prospectus.

As of the cut-off date, no scheduled payment on any mortgage loan is more than 30 days past due and no scheduled payment on any mortgage loan has been more than 30 days past due since origination.

Approximately 34.54% of the mortgage loans by aggregate principal balance as of the cut-off date will receive interest only for the initial period set forth in the related mortgage note, ranging from five to ten years.

Loan-to-Value Ratio. The loan-to-value ratio of a mortgage loan is equal to the principal balance of such mortgage loan at the date of origination, divided by the collateral value of the related mortgaged property.

The “collateral value” of a mortgaged property is the lesser of

·         the appraised value based on an appraisal made by an independent fee appraiser at the time of the origination of the related mortgage loan, and

·         the sales price of that mortgaged property at the time of origination.

With respect to a mortgage loan the proceeds of which were used to refinance an existing mortgage loan, the collateral value is the appraised value of the mortgaged property based upon the appraisal obtained at the time of refinancing. No assurance can be given that the values of the mortgaged properties have remained or will remain at their levels as of the dates of origination of the mortgage loans.

Credit scores. Many lenders obtain credit scores in connection with mortgage loan applications to help them assess a borrower’s creditworthiness. They obtain credit scores from credit reports provided by various credit reporting organizations, each of which may employ differing computer models and methodologies. The credit score is designed to assess a borrower’s credit history at a single point, using objective information currently on file for the borrower at a particular credit reporting organization. Information utilized to create a credit score may include, among other things, payment history, delinquencies on accounts, level of outstanding indebtedness, length of credit history, types of credit, and bankruptcy experience. Credit scores range from approximately 350 to approximately 840, with higher scores indicating an individual with a more favorable credit history compared to an individual with a lower score. However, a credit score purports only to be a measurement of the relative degree of risk a borrower represents to a lender, that is, a borrower with a higher score is statistically expected to be less likely to default in payment than a borrower with a lower score. In addition, it should be noted that credit scores were developed to indicate a level of default probability over a two-year period, which does not correspond to the life of a mortgage loan. Furthermore, credit scores were not developed specifically for use in connection with mortgage loans, but for consumer loans in general, and assess only the borrower’s past credit history. Therefore, a credit score does not take into consideration the differences between mortgage loans and consumer loans generally or the specific characteristics of the related mortgage loan including, for example, the loan-to-value ratio, the collateral for the mortgage loan, or the debt-to-income ratio. We cannot assure you that the credit scores of the mortgagors will be an accurate predictor of the likelihood of repayment of the mortgage loans.

Prepayment Charges on the Mortgage Loans

Any mortgage loan may be prepaid in full or in part at any time. In addition, approximately 33.80% of the mortgage loans by aggregate principal balance as of the cut-off date, imposed a prepayment charge in connection with voluntary prepayments made within up to three years after origination, which prepayment charges may discourage prepayments during the applicable period. The amount of the prepayment charge is as provided in the related mortgage note. A prepayment charge may not apply with respect to a sale of the mortgaged property, and in some circumstances, such as illegality, may be unenforceable.

The holders of the Class P Certificates will be entitled to any prepayment charges on the mortgage loans remitted by the servicers to the master servicer, and these amounts will not be available for distribution on the other classes of certificates. In addition, certain servicers may be entitled to retain certain prepayment charges on the mortgage loans, and these amounts will not be available for distribution on the other classes of certificates. There can be no assurance that the prepayment charges will have any effect on the prepayment performance of the related mortgage loans. As of July 1, 2003, the Alternative Mortgage Parity Act of 1982 (the “Parity Act”), which regulates the ability of the originators to impose prepayment charges, was amended, and as a result, the originators will be required to comply with state and local laws in originating mortgage loans with prepayment charge provisions with respect to loans originated on or after July 1, 2003. The depositor makes no representations as to the effect that the prepayment charges and the recent amendment of the Parity Act may have on the prepayment performance of the mortgage loans. The recent amendment of the Parity Act does not retroactively affect loans originated before July 1, 2003. See “Material Legal Aspects of the Loans—Enforceability of Prepayment and Late Payment Fees” in the base prospectus.

 In addition, the servicers and the master servicer may waive the collection of any otherwise applicable prepayment charge or reduce the amount thereof actually collected, but only if: (i) the enforceability thereof will have been limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors’ rights generally, (ii) the enforcement thereof is illegal, or any local, state or federal agency has threatened legal action if the prepayment charge is enforced, (iii) the mortgage debt has been accelerated in connection with a foreclosure or other involuntary payment or (iv) such waiver is standard and customary in servicing similar mortgage loans and relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the related servicer or the master servicer, maximize recovery of total proceeds taking into account the value of such prepayment charge and the related mortgage loan. In any event, no waiver of a prepayment premium, late payment charge or other charge in connection with any mortgage loan will effect the potential cash flow to the offered certificates from the pool assets.

Certain prepayment charges are classified as “hard” prepayment charges, meaning that the borrower has to cover the prepayment charge regardless of the reason for prepayment, while others are classified as “soft,” meaning that the borrower has to cover the prepayment charge unless the borrower has conveyed the related mortgaged property to a third party. The sponsor does not have information with respect to the percentage of each type of prepayment charge included in the pool of mortgage loans.

Mortgage Loan Statistical Data

Schedule A to this prospectus supplement sets forth in tabular format certain information, as of the cut-off date, about the mortgage loans. Other than with respect to rates of interest, percentages are approximate and are stated by cut-off date principal balance of all of the mortgage loans. The sum of the respective columns may not equal the total indicated due to rounding.

Assignment of the Mortgage Loans; Repurchase

At the time of issuance of the certificates, the depositor will cause the mortgage loans, together with all principal and interest due with respect to such mortgage loans after the cut-off date to be sold to the issuing entity. The mortgage loans will be identified in a schedule appearing as an exhibit to the pooling and servicing agreement (referred to in this prospectus supplement as the Pooling and Servicing Agreement). Such schedule will include information as to the principal balance of each mortgage loan as of the cut-off date, as well as information including, among other things, the mortgage rate, the borrower’s monthly payment and the maturity date of each mortgage note.

In addition, the depositor will deposit with Wells Fargo Bank, National Association, as custodian and agent for the trustee, for the benefit of the certificateholders, the following documents with respect to each mortgage loan:

(a)the original mortgage note, endorsed without recourse in the following form: “Pay to the order of Wells Fargo Bank, National Association, as trustee for certificateholders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2007-AC6” or in blank with all intervening endorsements that show a complete chain of endorsement from the originators to the related seller or, if the original mortgage note is unavailable to the depositor, a photocopy thereof, if available, together with a lost note affidavit;

(b)the original recorded mortgage or a photocopy thereof to the extent provided in the Pooling and Servicing Agreement;

(c)a duly executed assignment of the mortgage to “Wells Fargo Bank, National Association, as trustee for certificateholders of Bear Stearns Asset Backed Securities I LLC, Asset-Backed Certificates, Series 2007-AC6” or an assignment in blank; in recordable form or, for each mortgage loan subject to the Mortgage Electronic Registration Systems, Inc. (the “MERS® System”), evidence that the mortgage is held for the trustee as described in the Pooling and Servicing Agreement;

(d)all interim recorded assignments of such mortgage, if any and if available to the depositor; and

(e)the original policy of title insurance or mortgagee’s certificate of title insurance or commitment or binder for title insurance or, in the event such original title policy has not been received from the title insurer, such original policy will be delivered within one year of the closing date or, in the event such original title policy is unavailable, a photocopy of such title policy or, in lieu thereof, a current lien search on the related property.

With respect to each mortgage loan subject to the MERS® System, in accordance with the rules of membership of Merscorp, Inc. and/or Mortgage Electronic Registration Systems, Inc. (“MERS”), the assignment of the mortgage related to each such mortgage loan will be registered electronically through the MERS® System and MERS will serve as mortgagee of record solely as nominee in an administrative capacity on behalf of the trustee and will not have any interest in such mortgage loans.

Assignments of the mortgage loans provided to the custodian on behalf of the trustee will be recorded in the appropriate public office for real property records, except (i) in states for which an opinion of counsel is delivered to the trustee, to the effect that such recording is not required to protect the trustee’s interests in the mortgage loan against the claim of any subsequent transferee or any successor to or creditor of the depositor or the related seller, or (ii) with respect to any mortgage loan electronically registered through the MERS® System, the sponsor will be responsible for the recordation of such assignments and the costs incurred in connection therewith.

The custodian on behalf of the trustee will perform a limited review of the mortgage loan documents on or prior to the closing date or in the case of any document permitted to be delivered after the closing date, promptly after the custodian’s receipt of such documents and will hold such documents in trust for the benefit of the holders of the certificates.

In addition, the sponsor will make representations and warranties in the mortgage loan purchase agreement with respect to itself and to Master Funding LLC, as of the closing date in respect of the mortgage loans. The depositor will file the mortgage loan purchase agreement as an exhibit to the Pooling and Servicing Agreement containing such representations and warranties with the Securities and Exchange Commission in a report on Form 8-K.

The representations and warranties of the sponsor with respect to the mortgage loans include the following, among others:

(a)the information set forth in the mortgage loan schedule attached to the mortgage loan purchase agreement is true and correct in all material respects;

(b)immediately prior to the conveyance of the mortgage loans by the related seller to the depositor pursuant to the mortgage loan purchase agreement the related seller was the sole owner of beneficial title and holder of each mortgage and mortgage note relating to the mortgage loans and is conveying the same free and clear of any and all liens, claims, encumbrances, participation interests, equities, pledges, charges or security interests of any nature and has full right and authority to sell or assign the same pursuant to the mortgage loan purchase agreement;

(c)the physical property subject to any mortgage is free of material damage and is in good repair and there is no proceeding pending or threatened for the total or partial condemnation of any mortgaged property;

(d)the mortgaged property and all improvements thereon comply with all requirements of any applicable zoning and subdivision laws and ordinances;

(e)a lender’s title insurance policy (on an ALTA or CLTA form) or binder, or other assurance of title customary in the relevant jurisdiction therefor in a form acceptable to Fannie Mae or Freddie Mac, was issued on the date that each mortgage loan was created by a title insurance company which was qualified to do business in the jurisdiction where the related mortgaged property is located, insuring the related seller and its successors and assigns that the mortgage is a first priority lien on the related mortgaged property in the original principal amount of the mortgage loan; and the related seller is the sole insured under such lender’s title insurance policy, and such policy, binder or assurance is valid and remains in full force and effect, and each such policy, binder or assurance shall contain all applicable endorsements including a negative amortization endorsement, if applicable;

(f)the terms of the mortgage note and the mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments, (i) if required by law in the jurisdiction where the mortgaged property is located, or (ii) to protect the interests of the trustee on behalf of the certificateholders; and

(g)at the time of origination, each mortgaged property was the subject of an appraisal which conformed to the underwriting requirements of the originator of the mortgage loan and, the appraisal is in a form acceptable to Fannie Mae or Freddie Mac.

After the closing date, if any document is found to be missing or defective in any material respect, or if a representation or warranty with respect to any mortgage loan is breached and such breach materially and adversely affects the interests of the holders of the certificates in such mortgage loan, the trustee or the custodian, on behalf of the trustee, is required to notify the sponsor in writing. If the sponsor cannot or does not cure such omission or defect with respect to a missing or defective document, or if the sponsor does not cure such breach with respect to a breach of a representation or warranty, in each case within 90 days of its receipt of such notice, the sponsor is required to repurchase the related mortgage loan from the issuing entity within 90 days from the date of such notice at a price equal to 100% of the Stated Principal Balance thereof as of the date of repurchase plus accrued and unpaid interest thereon at the related mortgage rate to the first day of the month following the month of repurchase, plus any costs and damages incurred by the issuing entity in connection with any violation of such mortgage loan of any anti-predatory lending laws, and reduced by any portion of the servicing fee or advances payable to the purchaser of the mortgage loan. Rather than repurchase the mortgage loan as provided above, the sponsor may remove such mortgage loan from the issuing entity and substitute in its place another mortgage loan of like characteristics; provided however, such substitution is only permitted within two years after the closing date. Notwithstanding anything to the contrary, if any such defect or breach would cause the mortgage loan to be other than a “qualified mortgage” as defined in Section 860G(a)(3) of the Internal Revenue Code, any such cure, repurchase or substitution must occur within 90 days from the date such breach or defect was discovered.

With respect to any repurchase or substitution of a mortgage loan that is not in default or as to which a default is not imminent, the trustee must have received a satisfactory opinion of counsel that such repurchase or substitution will not cause the issuing entity to lose the status of its REMIC elections or otherwise subject the issuing entity to a prohibited transaction tax. The obligation to cure, repurchase or substitute as described above constitutes the sole remedy available to the certificateholders, the trustee or the depositor for omission of, or a material defect in, a mortgage loan document or for a breach of representation or warranty by the sponsor with respect to a mortgage loan.

The Originators

Approximately 34.52% of the mortgage loans were originated by Bear Stearns Residential Mortgage Corporation. Approximately 37.32% of the mortgage loans were purchased by EMC Mortgage Corporation from various originators through the conduit correspondent channel and were originated pursuant to the EMC underwriting guidelines as described in this prospectus supplement. The remainder of the mortgage loans were originated by various other originators, none of which have originated more than 10% of the mortgage loans.

Bear Stearns Residential Mortgage Corporation

Bear Stearns Residential Mortgage Corporation, referred to as BSRM, is a Delaware corporation and a wholly owned subsidiary of The Bear Stearns Companies Inc., a publicly traded financial services firm, with an executive and administrative office located in Scottsdale, Arizona. BSRM is a full-service residential mortgage banking company that is licensed to originate loans throughout the United States. BSRM originates single-family mortgage loans of all types, including prime adjustable-rate mortgage loans and fixed-rate, first lien residential mortgage loans.

On February 9, 2007, BSRM completed a transaction whereby it acquired the subprime origination platform of Performance Credit Corp. (formerly known as Encore Credit Corp.).  As a result, BSRM currently originates loans through two different divisions.  The “Bear Res” division is the platform which is headquartered in Scottsdale, Arizona and has been originating both Alt-A and subprime loans since March 2005.  The “Encore Credit” division is headquartered in Irvine, California and has been originating subprime loans since the platform was acquired by BSRM on February 9, 2007.  All of the mortgage loans originated by BSRM in this securitization were originated by the “Bear Res” division.

BSRM has been in the residential mortgage banking business since March 2005.  As of June 30, 2007, BSRM had an origination portfolio of approximately $10,188,030,650, all of which was secured by one- to four-family residential real properties and individual condominium units.

The following table describes the size and composition of BSRM’s total mortgage loan production for the year ending December 31, 2005, the year ending December 31, 2006 and as of June 30, 2007.

	December 31, 2005				December 31, 2006				June 30, 2007
Loan Type	Number		Total Portfolio of Loans		Number		Total Portfolio of Loans		Number		Total Portfolio of Loans
Alt-A ARM		1,053	$	302,106,429		2,834	$	865,347,360		985	$	320,236,257
Alt-A Fixed		445		119,888,406		1,099		240,995,090		1,607		402,838,797
HELOC		-		0		-		0		88		5,183,106
Prime ARM		-		0		5,485		1,967,430,796		2,548		990,641,304
Prime Short Duration ARM		231		87,099,788		3,227		1,266,200,192		1,520		736,255,469
Preferred ARM		-		0		-		0		5		3,180,300
Preferred Fixed		-		0		-		0		15		5,563,705
Seconds		1,106		70,799,703		9,434		716,137,485		2,920		198,709,175
SubPrime		140		29,007,678		1,098		201,905,272		7,118		1,657,840,547
Totals		2,975	$	608,902,005		23,177	$	5,258,016,195		16,806	$	4,320,448,660

BSRM Underwriting Guidelines

The BSRM Alt-A Underwriting Guidelines are intended to ensure that (i) the loan terms relate to the borrower’s willingness and ability to repay and (ii) the value and marketability of the property are acceptable.

The BSRM Alt-A Underwriting Guidelines are less stringent than the standards generally acceptable to Fannie Mae and Freddie Mac with regard to: (i) documentation parameters and (ii) debt to income ratios. The BSRM Underwriting Guidelines establish the maximum permitted loan-to-value ratio and maximum loan amount for each loan type based upon prior payment history, credit score, occupancy type and other risk factors.  The maximum loan amount allowable for the Alt-A program is $3,000,000.

All of the Alt-A mortgage loans originated by BSRM are based on loan application packages submitted through the wholesale or correspondent channel. Based on the documentation type each loan application package has an application completed by the prospective borrower that includes information with respect to the applicant’s assets, liabilities, income, credit and employment history, as well as certain other personal information.  During the underwriting process, BSRM calculates and verifies the loan applicant’s sources of income (except documentation types, which do not require such information to be stated or independently verified), reviews the credit history of the applicant, calculates the debt-to-income ratio to determine the applicant’s ability to repay the loan, and reviews the mortgaged property for compliance with the BSRM Underwriting Guidelines. The mortgage loan file also contains a credit report on each applicant from an approved credit reporting company. Credit history is measured on credit depth, number of obligations, delinquency patterns and demonstrated intent to repay debts, which can be used to underwrite any file.

The maximum allowable loan-to-value ratio varies based upon the income documentation, property type, creditworthiness, debt service-to-income ratio of the applicant and the overall risks associated with the loan decision. BSRM may provide secondary financing to a borrower contemporaneously with the origination of a mortgage loan, subject to a maximum combined loan-to-value ratio of 100%. BSRM’s Underwriting Guidelines do not prohibit or otherwise restrict a borrower from obtaining secondary financing from lenders other than BSRM, whether at origination of the mortgage loan or thereafter.

With respect to purchase money or rate/term refinance loans secured by single family residences the following loan-to-value ratios and original principal balances are allowed: loan-to-value ratios at origination of up to 95% for BSRM mortgage loans with original principal balances of up to $500,000 if the loan is secured by the borrower's primary residence, up to 90% for BSRM mortgage loans secured by one-to-two family, primary residences with original balances up to $650,000, up to 80% for BSRM mortgage loans secured by one-to-two family, primary residences with original balances up to $1,000,000, up to 75% for mortgage loans secured by one-to-two family, primary residences with original principal balances of up to $3,000,000, up to 90% for BSRM mortgage loans secured by single family second homes with original principal balances of up to $500,000, up to 80% for BSRM mortgage loans secured by single family second homes with original principal balances of up to $1,000,000, up to 70% for mortgage loans secured by single family second homes with original principal balances of up to $1,500,000 and up to 65% for mortgage loans secured by single family second homes with original principal balances of up to $2,000,000.  For cash out refinance loans, the maximum loan-to-value ratio generally is 90% and the maximum “cash out” amount permitted is based in part on the original amount of the related BSRM mortgage loan.

With respect to mortgage loans secured by investment properties, loan-to-value ratios at origination of up to 90% for mortgage loans with original principal balances up to $650,000 are permitted. Mortgage loans secured by investment properties may have higher original principal balances if they have lower loan-to-value ratios at origination. For cash out refinance loans, the maximum loan-to-value ratio generally is 90% and the maximum “cash out” amount permitted is based in part on the original amount of the related mortgage loan.

Exceptions to the BSRM Underwriting Guidelines are considered with reasonable compensating factors on a case-by-case basis and at the sole discretion of senior management. When exception loans are reviewed, all loan elements are examined as a whole to determine the level of risk associated with approving the loan including appraisal, credit report, employment, compensating factors and borrower’s willingness and ability to repay the loan. Compensating factors may include, but are not limited to, validated or sourced/seasoned liquid reserves in excess of the program requirements, borrower’s demonstrated ability to accumulate savings or devote a greater portion of income to housing expense and borrowers’ potential for increased earnings based on education, job training, etc. Loan characteristics such as refinance transactions where borrowers are reducing mortgage payments and lowering debt ratios may become compensating factors as well.

BSRM Documentation Types

The BSRM mortgage loans were originated in accordance with guidelines established by BSRM with one of the following documentation types: “Full Documentation”; “Limited Documentation”; “Lite Documentation”; “Stated Income/Verified Assets”; “No Ratio/Verified Assets”; “Stated Income/Stated Assets”; “No Income/No Assets (NINA)”; “No Doc”; and “No Doc with Assets”.  The nature of the information that a borrower is required to disclose and whether the information is verified depends, in part, on the documentation type used in the origination process.

Full Documentation: The Full Documentation type is based upon current year to date income documentation as well as the previous two year’s income documentation (i.e., tax returns and/or W-2 forms) and either one recent pay-stub with current year income on pay stub or two recent pay-stubs within 30 days of closing if year to date income is not provided on pay-stub) or bank statements for the previous 24 months. Self-employed borrowers must be self-employed in the same business or have received 1099 income in the same job for the past two years. Borrowers self-employed for less than two years (but at least one year) are considered on a case-by-case basis subject to a two-year history of previous successful employment in the same occupation or related field.  Assets must be documented and independently verified by means of a written verification of deposit with two (2) months’ average balance; most recent bank statements, stocks or securities statements covering a two (2) month period. The borrower must demonstrate that they have sufficient reserves (sourced and seasoned) of greater than or equal to three months principal, interest, taxes and insurance. A verbal verification of employment is also completed within 10 days of funding the loan.

Limited Documentation: The Limited Documentation type is based on the recent twelve (12) months of consecutive bank statements.  Self-employed borrowers must be self-employed in the same business or have received 1099 income in the same job for the past two years.  Assets must be documented and independently verified by means of a written verification of deposit with two (2) months’ average balance; most recent bank statements, stocks or securities statements covering a two (2) month period. The borrower must demonstrate that they have sufficient reserves (sourced and seasoned) of greater than or equal to three months principal, interest, taxes and insurance.  A verbal verification of employment is also completed within 10 days of funding the loan.

Lite Documentation:  The Lite Documentation type is based on the recent six (6) months of consecutive bank statements.  Self-employed borrowers must be self-employed in the same business or have received 1099 income in the same job for the past two years.  Assets must be documented and independently verified by means of a written verification of deposit with two (2) months’ average balance; most recent bank statements, stocks or securities statements covering a two (2) month period. The borrower must demonstrate that they have sufficient reserves (sourced and seasoned) of greater than or equal to three months principal, interest, taxes and insurance.  A verbal verification of employment is also completed within 10 days of funding the loan.

Stated Income: The Stated Income documentation type requires the applicant’s employment and income sources covering the past two (2) year period to be stated on the application. Self-employed borrowers must be self-employed in the same business or have received 1099 income in the same job for the past two years.  The applicant’s income as stated must be reasonable for the related occupation, borrowers’ credit profile and stated asset, in the loan underwriter’s discretion. However, the applicant’s income as stated on the application is not independently verified. Assets must be documented and independently verified by means of a written verification of deposit with two (2) months’ average balance; most recent bank statements, stocks or securities statements covering a two (2) month period. The borrower must demonstrate that they have sufficient reserves (sourced and seasoned) of greater than or equal to three months principal, interest, taxes and insurance.  A verbal verification of employment is also completed within 10 days of funding the loan.

No Ratio: The No Ratio documentation type requires the applicant’s employment sources covering the past two (2) year period to be stated on the application.  Self-employed borrowers must be self-employed in the same business or have received 1099 income in the same job for the past two years. The applicant’s employment is independently verified through a verbal verification of employment, however the income is not stated on the application.  Assets must be documented and independently verified by means of a written verification of deposit with two (2) months’ average balance; most recent bank statements, stocks or securities statements covering a two (2) month period. The borrower must demonstrate that they have sufficient reserves (sourced and seasoned) of greater than or equal to three months principal, interest, taxes and insurance.

Stated Income/Stated Assets:  The Stated Income/Stated Assets documentation type requires the applicant’s employment and income sources covering the past two (2) year period to be stated on the application. Self-employed borrowers must be self-employed in the same business or have received 1099 income in the same job for the past two years.  The applicant’s income as stated must be reasonable for the related occupation, borrowers’ credit profile and stated asset, in the loan underwriter’s discretion. However, the applicant’s income as stated on the application is not independently verified. Assets as stated on the application are not independently verified. The borrower must demonstrate that they have sufficient reserves (sourced and seasoned) of greater than or equal to three months principal, interest, taxes and insurance. A verbal verification of employment is also completed within 10 days of funding the loan.

No Income/No Assets (NINA): The NINA documentation type requires the applicant’s employment sources covering the past two (2) year period to be stated on the application.  Self-employed borrowers must be self-employed in the same business or have received 1099 income in the same job for the past two years. The applicant’s employment is independently verified through a verbal verification of employment; however the income and the assets are not stated on the application.  Borrower’s ability to repay the loan is based upon past credit history and FICO score.

No Doc:   The No Doc documentation type does not require the applicant’s income, employment sources or assets to be stated on the application.  Borrower’s ability to repay the loan is based upon past credit history and FICO score.

No Doc with Assets:  The No Doc with Assets documentation type does not require the applicant’s income, employment sources to be stated on the application.  Assets must be documented and independently verified by means of a written verification of deposit with two (2) months’ average balance; most recent bank statements, stocks or securities statements covering a two-(2) month period. The borrower must demonstrate that they have sufficient reserves (sourced and seasoned) of greater than or equal to three months principal, interest, taxes and insurance.  Borrower’s ability to repay the loan is based upon past credit history; FICO score and verified assets.

Credit Profile

The mortgage loan file also contains a credit report on each applicant from an approved credit reporting company.  Credit history is measured on credit depth, number of obligations, delinquency patterns and demonstrated intent to repay reports, which can be used to underwrite any file.  A tri-merged credit report is required for all loan submissions. The report must be from the three nationally recognized credit repositories and show all credit trades regardless of negative or positive status.

The credit profile review must encompass the last twenty-four months. If the borrower has lived in his or her current residence for less than twelve months, credit must be searched using both the current and former address(es).  In assessing a prospective borrower’s creditworthiness, BSRM may use FICO Credit Scores. “FICO Credit Scores” are statistical credit scores designed to assess a borrower's creditworthiness and likelihood to default on a consumer obligation over a two-year period based on a borrower's credit history. FICO Credit Scores were not developed to predict the likelihood of default on mortgage loans and, accordingly, may not be indicative of the ability of a borrower to repay its mortgage loan. FICO Credit Scores range from approximately 250 to approximately 900, with higher scores indicating an individual with a more favorable credit history compared to an individual with a lower score.  Underwriters arrive at each borrower’s credit score by selecting the middle score of three credit scores or the lower of two scores, when only two scores are reported.  The representative score for the loan is determined by the score of the primary wage-earner or the lowest-scoring borrower in the case in which the income is not verified or documented.  The minimum representative score for each loan underwritten to BSRM’s Alt-A underwriting guidelines is 620.

Property Requirements

The BSRM Underwriting Guidelines are applied in accordance with a procedure that complies with applicable federal and state laws and regulations and requires (i) an appraisal of the mortgaged property that conforms to the Uniform Standards of Professional Appraisal Practice and are generally on forms similar to those acceptable to Fannie Mae and Freddie Mac and (ii) a review of such appraisal, which review is conducted by a BSRM underwriter.

Properties that secure BSRM mortgage loans have a valuation appraisal performed by a qualified and licensed appraiser. All appraisers providing services must comply with the respective state and federal laws. An appraisal must not be more than 120 days old at the Closing Date or a re-certification of value is required. The original appraiser must perform re-certification. As an alternative, a field review with comparable properties that sold in the last three months and support the value is also acceptable, in lieu of the re-certification of value. After 180 days, a new appraisal is required regardless of whether an existing or new construction property. All combined loan amounts greater than $650,000 and less than or equal to $1,000,000 require two original appraisals. The second appraisal must be from a BSRM nationally approved appraiser.  The value used to determine the LTV/CLTV will be the lesser of the two values. BSRM combined loans amounts greater that $1,500,000 in the state of California will require two appraisals; the second appraisal must be from a BSRM nationally approved appraiser.  The value used to determine the LTV/CLTV will be the lesser of the two values.

Each appraisal is reviewed by a representative of BSRM, who has the right to request a second appraisal, additional information or explanations, lower the approved loan amount, reduce the maximum allowable loan-to-value ratio or deny the loan based on the appraisal.

Generally, each mortgage with an LTV at origination of greater than 80% is covered by a primary mortgage insurance policy issued by a mortgage insurance company acceptable to Fannie Mae or Freddie Mac.  The policy provides coverage in the amount equal to a specified percentage multiplied by the sum of the remaining principal balance of the related mortgage loan, the accrued interest on it and the related foreclosure expenses.  The specified coverage percentage is, generally, 12% for LTV’s between 80.01% and 85.00%, 25% for LTV’s between 85.01% and 90% and 30% for LTV’s between 90.01% and 95%.  However, under certain circumstances, the specified coverage levels for these mortgage loans may vary from the foregoing.  No primary mortgage insurance policy will be required with respect to any mortgage loan if maintaining the policy is prohibited by applicable law, after the date on which the related LTV is 80% or less, or where, based on a new appraisal, the principal balance of the mortgage loan represents 80% or less of the new appraised value.

BSRM requires title insurance on all of its mortgage loans secured by first liens on real property. In addition, BSRM requires that fire and extended coverage casualty insurance be maintained on the mortgaged property in an amount at least equal to the principal balance of the related single-family mortgage loan or the replacement cost of the mortgaged property, whichever is less.  BSRM also requires flood insurance to be maintained on the mortgaged property if and to the extent such insurance is required by applicable law or regulation.

EMC Underwriting Guidelines

All of the mortgage loans are “conventional non-conforming mortgage loans” (i.e., loans that are not insured by the Federal Housing Authority (“FHA”) or partially guaranteed by the Veterans Administration (“VA”) or which do not qualify for sale to Fannie Mae or Freddie Mac) and are secured by first liens on one-to four-family residential properties. These loans typically differ from those underwritten to the guidelines established by Fannie Mae and Freddie Mac primarily with respect to the original principal balances, loan-to-value ratios, borrower income, required documentation, interest rates, borrower occupancy of the mortgaged property, property types and/or mortgage loans with loan-to-value ratios over 80% that do not have primary mortgage insurance. The mortgage loans have either been originated or purchased by an originator and were generally underwritten in accordance with the standards described herein.  Exceptions to underwriting guidelines are permitted when the seller’s performance supports such action and the variance request is approved by credit management.

Such underwriting standards are applied to evaluate the prospective borrower’s credit standing and repayment ability and the value and adequacy of the mortgaged property as collateral. These standards are applied in accordance with the applicable federal and state laws and regulations. Exceptions to the underwriting standards are permitted where compensating factors are present and are managed through a formal exception process.

Generally, each mortgagor will have been required to complete an application designed to provide to the lender pertinent credit information concerning the mortgagor. The mortgagor will have given information with respect to its assets, liabilities, income (except as described below), credit history, employment history and personal information, and will have furnished the lender with authorization to obtain a credit report which summarizes the mortgagor’s credit history. In the case of investment properties and two- to four-unit dwellings, income derived from the mortgaged property may have been considered for underwriting purposes, in addition to the income of the mortgagor from other sources. With respect to second homes or vacation properties, no income derived from the property will have been considered for underwriting purposes.

All of mortgage loans included in the mortgage pool with a loan-to-value ratio at origination exceeding 80% that have primary mortgage insurance policies, have primary mortgage insurance policies that insure a portion of the balance of each such mortgage loan at least equal to the product of the original principal balance of such mortgage loan and a fraction, the numerator of which is the excess of the original principal balance of such mortgage loan over 75% of the lesser of the appraised value and the selling price of the related mortgaged property and the denominator of which is the original principal balance of such mortgage loan plus accrued interest thereon and related foreclosure expenses is generally required. No such primary mortgage insurance policy will be required with respect to any such mortgage loan after the date on which the related loan-to-value ratio decreases to 80% or less or, based upon new appraisal, the principal balance of such mortgage loan represents 80% or less of the new appraised value. All of the insurers that have issued primary mortgage insurance policies with respect to the mortgage loans meet Fannie Mae’s or Freddie Mac’s standard or are acceptable to the rating agencies.

With respect to purchase money or rate/term refinance loans secured by single family residences, loan-to-value ratios at origination of up to 97% for mortgage loans with original principal balances of up to $375,000 if the loan is secured by the borrower’s primary residence, up to 95% for mortgage loans secured by one-to-four family, primary residences and single family second homes with original principal balances of up to $650,000, up to 90% for mortgage loans secured by one-to-four family, primary residences, single family second homes with original principal balances of up to $1,000,000 and up to 70% for mortgage loans secured by one-to-four, primary residences and single family second homes with original principal balances of up to $2,000,000 (“super jumbos”). For cash out refinance loans, the maximum loan-to-value ratio generally is 95% and the maximum “cash out” amount permitted is based in part on the original amount of the related mortgage loan.

With respect to mortgage loans secured by investment properties, loan-to-value ratios at origination of up to 90% for mortgage loans with original principal balances up to $500,000 are permitted. Mortgage loans secured by investment properties may have higher original principal balances if they have lower loan-to-value ratios at origination. For cash out refinance loans, the maximum loan-to-value ratio generally is 90% and the maximum “cash out” amount permitted is based in part on the original amount of the related mortgage loan.

In determining whether a prospective borrower has sufficient monthly income available (i) to meet the borrower’s monthly obligation on their proposed mortgage loan and (ii) to meet the monthly housing expenses and other financial obligation on the proposed mortgage loan, each lender generally considers, when required by the applicable documentation program, the ratio of such amounts to the proposed borrower’s acceptable stable monthly gross income. Such ratios vary depending on a number of underwriting criteria, including loan-to-value ratios, and are determined on a loan-by-loan basis.

Each lender also examines a prospective borrower’s credit report. Generally, each credit report provides a credit score for the borrower. Credit scores generally range from 350 to 840 and are available from three major credit bureaus: Experian (formerly TRW Information Systems and Services), Equifax and Trans Union. If three credit scores are obtained, the originator applies the middle score of the primary wage earner. If a primary wage earner cannot be determined because of the documentation type, the lowest middle score of all borrowers is used. Credit scores are empirically derived from historical credit bureau data and represent a numerical weighing of a borrower’s credit characteristics over a two-year period. A credit score is generated through the statistical analysis of a number of credit-related characteristics or variables. Common characteristics include number of credit lines (trade lines), payment history, past delinquencies, severity of delinquencies, current levels of indebtedness, types of credit and length of credit history. Attributes are the specific values of each characteristic. A scorecard (the model) is created with weights or points assigned to each attribute. An individual loan applicant’s credit score is derived by summing together the attribute weights for that applicant.

The mortgage loans have been underwritten under one of the following documentation programs: full/alternative documentation, stated income documentation, no ratio documentation, and no income/no asset documentation.

Under full/alternative documentation, the prospective borrower’s employment, income and assets are verified through written and telephonic communications.

Under a stated income/verified asset documentation program, more emphasis is placed on the value and adequacy of the mortgaged property as collateral, credit history and other assets of the borrower than on a verified income of the borrower. Although the income is not verified, the originators obtain a telephonic verification of the borrower’s employment without reference to income. Borrower’s assets are verified.

Under the no ratio documentation program the borrower’s income is not stated and no ratios are calculated. Although the income is not stated nor verified, lenders obtain a telephonic verification of the borrower’s employment without reference to income. Borrower’s assets are verified.

Under the stated income/stated asset documentation program, the borrower’s income and assets are stated but not verified. The underwriting of such mortgage loans may be based entirely on the adequacy of the mortgaged property as collateral and on the credit history of the borrower.

Under the no income/no asset documentation program, the borrower’s income and assets are neither stated nor verified. The underwriting of such mortgage loans may be based entirely on the adequacy of the mortgaged property as collateral and on the credit history of the borrower

Each mortgaged property has been appraised by a qualified independent appraiser who is approved by each lender. All appraisals are required to conform to the Uniform Standards of Professional Appraisal Practice adopted by the Appraisal Standard Board of the Appraisal Foundation. Each appraisal must meet the requirements of Fannie Mae and Freddie Mac. Fannie Mae and Freddie Mac require, among other things, that the appraiser, or its agent on its behalf, personally inspect the property inside and out, verify whether the property was in good condition and verify that construction, if new, had been substantially completed. The appraisal generally will have been based on prices obtained on recent sales of comparable properties, determined in accordance with Fannie Mae and Freddie Mac guidelines. In certain cases an analysis based on income generated from the property or a replacement cost analysis based on the current cost of constructing or purchasing a similar property may be used.

STATIC POOL INFORMATION

The depositor will provide static pool information, material to this offering, with respect to the experience of the sponsor in securitizing asset pools of the same type at http://www.bearstearns.com/transactions/bsabs_i/bsabs2007-ac6/.

Information provided through the internet address above will not be deemed to be a part of this prospectus supplement, the base prospectus or the registration statement for the securities offered hereby if it relates to any prior securities pool or vintage formed before January 1, 2006, or with respect to the mortgage pool (if applicable) any period before January 1, 2006.

THE ISSUING ENTITY

Bear Stearns Asset Backed Securities I Trust 2007-AC6 is a common law trust formed under the laws of the State of New York pursuant to the Pooling and Servicing Agreement. The Pooling and Servicing Agreement constitutes the “governing instrument” under the laws of the State of New York. After its formation, Bear Stearns Asset Backed Securities I Trust 2007-AC6 will not engage in any activity other than (i) acquiring and holding the mortgage loans and the other assets of the issuing entity and proceeds therefrom, (ii) issuing the certificates, (iii) making payments on the certificates and (iv) engaging in other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith. The foregoing restrictions are contained in the Pooling and Servicing Agreement.

The assets of Bear Stearns Asset Backed Securities I Trust 2007-AC6 will consist of the mortgage loans and certain related assets.

Bear Stearns Asset Backed Securities I Trust 2007-AC6’s fiscal year end is December 31.

THE DEPOSITOR

The depositor, Bear Stearns Asset Backed Securities I LLC, was formed in the state of Delaware in January 2004, and is a wholly-owned subsidiary of The Bear Stearns Companies Inc. The depositor was organized for the sole purpose of serving as a private secondary mortgage market conduit. The depositor does not have, nor is it expected in the future to have, any significant assets.

The depositor has been serving as a private secondary mortgage market conduit for residential mortgage loans since 2004. As of June 30, 2007, the depositor has been involved in the issuance of securities backed by residential mortgage loans in excess of $81,790,838,709. In conjunction with the sponsor’s acquisition of mortgage loans, the depositor will execute a mortgage loan purchase agreement through which the mortgage loans will be transferred to itself. These loans are subsequently deposited in a common law or statutory trust, described in this prospectus supplement, which will then issue the certificates.

After issuance and registration of the securities contemplated in this prospectus supplement and any supplement hereto, the depositor will have no duties or responsibilities with respect to the pool assets or the securities other than any obligations with respect to the filing of any reports under the Exchange Act as set forth in the Pooling and Servicing Agreement.

The depositor’s principal executive offices are located at 383 Madison Avenue, New York, New York 10179. Its telephone number is (212) 272-2000.

THE SPONSOR

The sponsor, EMC Mortgage Corporation or EMC, was incorporated in the State of Delaware on September 26, 1990, as a wholly owned subsidiary corporation of The Bear Stearns Companies Inc., and is an affiliate of the depositor and the underwriter. The sponsor was established as a mortgage banking company to facilitate the purchase and servicing of whole loan portfolios containing various levels of quality from “investment quality” to varying degrees of “non-investment quality” up to and including real estate owned assets (“REO”). The sponsor commenced operation in Texas on October 9, 1990.

The sponsor maintains its principal office at 2780 Lake Vista Drive, Lewisville, Texas 75067. Its telephone number is (214) 626-3800.

Since its inception in 1990, the sponsor has purchased over $100 billion in residential whole loans and servicing rights, which include the purchase of newly originated alternative A, jumbo (prime) and sub-prime loans. Loans are purchased on a bulk and flow basis. The sponsor is one of the United States’ largest purchasers of scratch and dent, sub-performing and non-performing residential mortgages and REO from various institutions, including banks, mortgage companies, thrifts and the U.S. government. Loans are generally purchased with the ultimate strategy of securitization into an array of Bear Stearns’ securitizations based upon product type and credit parameters, including those where the loan has become re-performing or cash-flowing.

Performing loans include first lien fixed rate and ARMs, as well as closed end fixed rate second liens and lines of credit (“HELOCs”). Performing loans acquired by the sponsor are subject to varying levels of due diligence prior to purchase. Portfolios may be reviewed for credit, data integrity, appraisal valuation, documentation, as well as compliance with certain laws. Performing loans purchased will have been originated pursuant to the sponsor’s underwriting guidelines or the originator’s underwriting guidelines that are acceptable to the sponsor.

Subsequent to purchase by the sponsor, performing loans are pooled together by product type and credit parameters and structured into RMBS, with the assistance of Bear Stearns’ Financial Analytics and Structured Transactions group, for distribution into the primary market.

The sponsor has been securitizing residential mortgage loans since 1999. The following table describes size, composition and growth of the sponsor’s total portfolio of assets it has securitized as of the dates indicated.

	December 31, 2004				December 31, 2005				December 31, 2006				June 30, 2007
Loan Type	Number		Total Portfolio of Loans		Number		Total Portfolio of Loans		Number		Total Portfolio of Loans		Number		Total Portfolio of Loans
Alt-A ARM		44,821	$	11,002,497,283.49		73,638	$	19,087,119,981.75		61,738	$	18,656,292,603.55		7,138	$	2,494,803,672.06
Alt-A Fixed		15,344		4,005,790,504.28		17,294		3,781,150,218.13		11,514		2,752,302,975.51		8,236		2,075,303,106.07
HELOC		-		-		9,309		509,391,438.93		18,730		1,280,801,433.05		15,042		1,017,791,517.28
Prime ARM		30,311		11,852,710,960.78		27,384		13,280,407,388.92		7,050		3,481,137,519.89		7,682		3,862,873,812.85
Prime Fixed		1,035		509,991,605.86		3,526		1,307,685,538.44		6,268		1,313,449,131.86		1,972		1,010,954,509.35
Prime Short Duration ARM (incl. Neg-Am ARM)		23,326		7,033,626,375.35		38,819		14,096,175,420.37		61,973		23,396,979,620.82		22,178		8,446,018,065.76
Reperforming		2,802		311,862,677.46		2,877		271,051,465.95		1,084		115,127,847.83		-		-
Seconds		14,842		659,832,093.32		114,899		5,609,656,263.12		116,576		6,697,082,133.33		24,405		1,600,581,704.33
SubPrime		98,426		13,051,338,552.19		101,156		16,546,152,274.44		60,796		11,394,775,124.07		29,857		6,488,993,035.10
Totals		230,907	$	48,427,650,052.73		388,902	$	74,488,789,990.05		345,729	$	69,087,948,389.91		116,510	$	26,997,319,422.80

With respect to some of the securitizations organized by the sponsor, a “step-down” trigger has occurred with respect to the loss and delinquency experience of the mortgage loans included in those securitizations, resulting in a sequential payment of principal to the related certificates, from the certificate with the highest credit rating to the one with the lowest rating. In addition, with respect to one securitization organized by the sponsor, a servicing trigger required by the related financial guaranty insurer has occurred; however, the insurer has granted extensions enabling the normal servicing activities to continue.

The sponsor has received a civil investigative demand (CID), from the Federal Trade Commission (FTC), seeking documents and data relating to the sponsor’s business and servicing practices. The CID was issued pursuant to a December 8, 2005 resolution of the FTC authorizing non-public investigations of various unnamed subprime lenders, loan servicers and loan brokers to determine whether there have been violations of certain consumer protections laws. The sponsor is cooperating with the FTC’s inquiry.

THE MASTER SERVICER

EMC will act as master servicer pursuant to the Pooling and Servicing Agreement.  EMC, a Delaware corporation, is a wholly owned subsidiary corporation of The Bear Stearns Companies Inc. and is an affiliate of the depositor and the underwriter. The principal office of the master servicer is located at 2780 Lake Vista Drive, Lewisville, Texas 75067.

In November 2006, EMC began acting in the capacity of master servicer as described in this prospectus supplement. As EMC has only been acting as master servicer since November 2006, the portfolio of mortgage loans master serviced by EMC at the present time is not substantial such that the portfolio information would be meaningful.  However, EMC continues to implement policies and procedures to facilitate its master servicing business and has assembled a management team with years of experience and expertise in the residential mortgage servicing business. In addition, EMC has appointed personnel in other key management positions.  EMC is currently rated as a master servicer by each of Moody’s Investors Service, Inc., Fitch and S&P. As of July 30, 2007, EMC was acting as master servicer for residential mortgage-backed securities with an aggregate outstanding principal balance of approximately $6,358,579,752.28.

 The master servicer is responsible for the aggregation of monthly servicer reports and remittances and for the oversight of the performance of the servicers under the terms of their respective servicing agreements. In particular, the master servicer independently calculates monthly loan balances based on servicer data, compares its results to servicer loan-level reports and reconciles any discrepancies with the Servicers. The master servicer also reviews the servicing of defaulted loans for compliance with the terms of the Pooling and Servicing Agreement. In addition, upon the occurrence of certain servicer events of default under the terms of any servicing agreement, the master servicer may be required to enforce certain remedies on behalf of the issuing entity and at the direction of the trustee against such defaulting servicer.

SERVICING OF THE MORTGAGE LOANS

           Approximately 97.73% of the mortgage loans will be serviced by EMC Mortgage Corporation. EMC Mortgage Corporation, along with various other servicers, none of which will service more than 10% of the mortgage loans, will service in accordance with their respective servicing agreements which will be assigned to the issuing entity on the closing date, or the Pooling and Servicing Agreement, as applicable.

EMC

EMC will act as servicer under the Pooling and Servicing Agreement. See “The Sponsor” in this prospectus supplement.

The principal business of EMC since inception has been specializing in the acquisition, securitization, servicing and disposition of mortgage loans. EMC’s portfolio consists primarily of two categories: (1) “performing loans,” or performing investment-quality loans serviced for the sponsor’s own account or the account of Fannie Mae, Freddie Mac, private mortgage conduits and various institutional investors; and (2) “non-performing loans,” or non-investment quality, sub-performing loans, non-performing loans and REO properties serviced for EMC’s own account and for the account of investors in securitized performing and non-performing collateral transactions.

EMC will service the mortgage loans in accordance with the description of the applicable servicing procedures contained in this section in the prospectus supplement.

EMC has been servicing residential mortgage loans since 1990. From year end 2004 to June 30, 2007, the loan count of EMC’s servicing portfolio grew by approximately 102.3% and the unpaid principal balance of EMC’s servicing portfolio grew by approximately 190.3%.

As of June 30, 2007, EMC was acting as servicer for approximately 312 series of residential mortgage-backed securities and other mortgage loans with an outstanding principal balance of approximately $80.6 billion.

The following table describes size, composition and growth of EMC’s total residential mortgage loan servicing portfolio as of the dates indicated.

	As of December 31, 2004										As of December 31, 2005
Loan Type	No. of Loans		Dollar Amount		Percent by No. of Loans			Percent by Dollar Amount			No. of Loans		Dollar Amount		Percent by No. of Loans			Percent by Dollar Amount
Alt-A Arm		19,498	$	4,427,820,708		7.96	%		15.94	%		57,510	$	13,625,934,322		12.69	%		23.00	%
Alt-A Fixed		25,539		4,578,725,473		10.43			16.48			17,680		3,569,563,859		3.90			6.03
PrimeArm		8,311		1,045,610,015		3.39			3.76			7,428		1,010,068,679		1.64			1.71
PrimeFixed		14,560		1,573,271,574		5.95			5.66			15,975		2,140,487,566		3.52			3.61
Seconds		39,486		1,381,961,155		16.13			4.98			155,510		7,164,515,426		34.31			12.10
Subprime		114,436		13,706,363,250		46.74			49.34			142,890		20,373,550,691		31.53			34.40
Other		23,010		1,063,682,459		9.40			3.83			56,216		11,347,144,056		12.40			19.16
Total		244,840	$	27,777,434,635		100.00	%		100.00	%		453,209	$	59,231,264,599		100.00	%		100.00	%

 

	As of December 31, 2006										As of June 30, 2007
Loan Type	No. of Loans		Dollar Amount		Percent by No. of Loans			Percent by Dollar Amount			No. of Loans		Dollar Amount		Percent by No. of Loans			Percent by Dollar Amount
Alta-A Arm		52,563	$	13,691,917,206		10.87	%		19.03	%		52,729	$	13,832,608,749		10.65	%		17.15	%
Alt-A Fixed		24,841		5,066,670,855		5.14			7.04			31,561		6,871,224,020		6.37			8.52
Prime Arm		6,374		879,656,182		1.32			1.22			6,260		929,778,835		1.26			1.15
Prime Fixed		14,872		2,152,608,940		3.08			2.99			15,078		2,409,083,088		3.04			2.99
Seconds		169,022		8,428,612,513		34.97			11.71			168,229		8,554,440,442		33.97			10.61
Subprime		132,808		20,106,000,306		27.47			27.94			137,526		22,509,787,024		27.77			27.91
Other		82,918		21,636,703,709		17.15			30.07			83,874		25,542,370,332		16.94			31.67
Total		483,398	$	71,962,169,710		100.00	%		100.00	%		495,257	$	80,649,292,489		100.00	%		100.00	%

Due to an industry wide increase in the number of delinquencies and foreclosures, EMC recently initiated an expanded loss mitigation program to assist borrowers in avoiding foreclosure and benefit investors by reducing the loss typically associated with foreclosure.  As part of the program, this team is implementing various strategies to contact and assist borrowers that are in default or are having difficulties making their mortgage payments. EMC is engaging in one-on-one meetings with borrowers, working with local community groups and holding educational workshops in an effort to reach out to these homeowners.  Various financial restructuring alternatives are being offered, including different types of loan modifications.   There have been no other appreciable changes to EMC’s servicing procedures outside of the normal changes warranted by regulatory and product type changes in the portfolio.

Collection and Other Servicing Procedures

The servicers will use reasonable efforts to ensure that all payments required under the terms and provisions of the mortgage loans are collected, and shall follow collection procedures comparable to the collection procedures of prudent mortgage lenders servicing mortgage loans for their own account, to the extent such procedures shall be consistent with the Pooling and Servicing Agreement or the related servicing agreement, as applicable.

In instances in which a loan is in default, or if default is reasonably foreseeable, and if determined by the related servicer to be in the best interests of the certificateholders, such servicer may engage, either directly or through subservicers, in a wide variety of loss mitigation practices including waivers, modifications, payment forbearances, partial forgiveness, entering into repayment schedule arrangements, and capitalization of arrearages rather than proceeding with foreclosure or repossession, if applicable. In making that determination, the related servicer will take into account whether such loss mitigation practice will not be materially adverse to the interests of the certificateholders in the aggregate on a present value basis using reasonable assumptions (including taking into account any estimated Realized Losses that might result absent such action). Modifications may have the effect of, among other things, reducing or otherwise changing the loan rate, forgiving payments of principal, interest or other amounts owed under the mortgage loan, such as taxes or insurance premiums, extending the final maturity date of the loan, capitalizing or deferring delinquent interest and other amounts owed under the mortgage loan, or any combination of these or other modifications. In addition, if the loan is not in default or if default is not reasonably foreseeable, the related servicer may modify the loan only to the extent set forth in the related servicing agreement or the Pooling and Servicing Agreement, as applicable; provided that, such modification will not result in the imposition of taxes on any REMIC or otherwise adversely affect the REMIC status of the issuing entity. Any modified loan may remain in the issuing entity, and the reduction in collections resulting from a modification may result in reduced distributions of interest or principal on, may extend the final maturity of, or result in a allocation of a Realized Loss to, one or more classes of the certificates.

In connection with any such Servicing Modification, the related servicer or the master servicer may reimburse itself from the issuing entity for any outstanding advances and servicing advances in the same calendar month as the Servicing Modification to the extent that such advances or servicing advances are reimbursable to the related servicer or the master servicer and to the extent of the principal portion of Available Funds for the related distribution date. To the extent the principal portion of the Available Funds available on the distribution date is not sufficient to reimburse the related servicer or the master servicer for such advances or servicing advances, the related servicer or the master servicer, as applicable, may reimburse itself on a first priority basis from the principal portion of the Available Funds that are available on future distribution dates in the manner set forth in the Pooling and Servicing Agreement or the related servicing agreement. If any mortgagor’s obligation to repay any outstanding amounts due under the terms of the related mortgage loan for which an advance or servicing advance has been made by the related servicer or the master servicer is forgiven, any such reimbursement will be treated as a Realized Loss which will be incurred on the distribution date related to the calendar month during which the Servicing Modification occurred.

The servicers will establish and maintain, in addition to the protected accounts described below under “—Protected Accounts,” one or more servicing accounts in an eligible account. The servicers will deposit and retain therein all collections from the mortgagors for the payment of taxes, assessments, insurance premiums, or comparable items as agent of the mortgagors as provided in the related servicing agreement or the Pooling and Servicing Agreement, as applicable. Each servicing account and the investment of deposits therein will comply with the requirements of the related servicing agreement or the Pooling and Servicing Agreement, as applicable and will meet the requirements of the rating agencies. Withdrawals of amounts from the servicing accounts may be made only to effect timely payment of taxes, assessments, insurance premiums, or comparable items, to reimburse the related servicer or master servicer for any advances made with respect to such items, to refund to any mortgagors any sums as may be determined to be overages, to pay interest, if required, to mortgagors on balances in the servicing accounts, to pay earnings not required to be paid to mortgagors to the master servicer or the related servicer, or to clear and terminate the servicing accounts at or at any time after the termination of the related servicing agreement or the Pooling and Servicing Agreement, as applicable.

The servicers will maintain errors and omissions insurance and fidelity bonds in certain specified amounts to the extent required under the related servicing agreement or the Pooling and Servicing Agreement, as applicable.

The Master Servicer Collection Account

The master servicer shall establish and maintain in the name of the trustee, for the benefit of the certificateholders, an account (the “Master Servicer Collection Account”), into which it will deposit amounts received from each servicer and advances (to the extent required to make advances) made from the master servicer’s own funds (less the master servicer’s expenses, as provided in the Pooling and Servicing Agreement). The Master Servicer Collection Account and amounts at any time credited thereto shall comply with the requirements of the Pooling and Servicing Agreement and shall meet the requirements of the rating agencies.  The master servicer shall be entitled to any amounts earned and will be liable for any losses on permitted investments in the Master Servicer Collection Account.

The amount at any time credited to the Master Servicer Collection Account may be invested in such permitted investments selected by the master servicer.  Any one or more of the following obligations or securities held in the name of the trustee for the benefit of the master servicer will be considered a permitted investment:

(i)obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States;

(ii)general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the certificates by each Rating Agency;

(iii)commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the certificates by each Rating Agency;

(iv)certificates of deposit, demand or time deposits, or bankers’ acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities (including the trustee in its commercial banking capacity), 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 such Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the certificates by any Rating Agency;

(v)guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the certificates by any such Rating Agency;

(vi)repurchase obligations with respect to any security described in clauses (i) and (ii) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (iv) above;

(vii)securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have one of the two highest long term ratings of each Rating Agency (except if the Rating Agency is Moody’s, such rating shall be the highest commercial paper rating of Moody’s for any such securities), or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the certificates by any Rating Agency, as evidenced by a signed writing delivered by each Rating Agency;

(viii)interests in any money market fund (including any such fund managed or advised by the Trustee or any affiliate thereof) which at the date of acquisition of the interests in such fund and throughout the time such interests are held in such fund has the highest applicable long term rating by each Rating Agency rating such fund or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the certificates by each Rating Agency;

(ix)short term investment funds sponsored by any trust company or banking association incorporated under the laws of the United States or any state thereof (including any such fund managed or advised by the Trustee or any affiliate thereof) which on the date of acquisition has been rated by each Rating Agency in their respective highest applicable rating category or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the certificates by each Rating Agency; and

(x)such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the certificates by any Rating Agency, as evidenced by a signed writing delivered by each Rating Agency.

Hazard Insurance

The servicers will maintain and keep, or cause to be maintained and kept, with respect to each mortgage loan, in full force and effect for each mortgaged property, a hazard insurance policy with extended coverage customary in the area where the mortgaged property is located in an amount equal to the amounts required in the Pooling and Servicing Agreement or the related servicing agreement, as applicable, or in general equal to at least the lesser of the outstanding principal balance of the mortgage loan or the maximum insurable value of the improvements securing such mortgage loan and containing a standard mortgagee clause; but no less than the amount necessary to prevent loss due to the application of any co-insurance provision of the related policy. Any amounts collected by the related servicer under any such hazard insurance policy, other than amounts to be applied to the restoration or repair of the mortgaged property or amounts released to the mortgagor in accordance with normal servicing procedures, will be deposited in the protected account. Any cost incurred in maintaining any such hazard insurance policy will not be added to the amount owing under the mortgage loan for the purpose of calculating monthly distributions to certificateholders, notwithstanding that the terms of the mortgage loan so permit. Such costs will be recoverable by the related servicer out of related late payments by the mortgagor or out of Insurance Proceeds or Liquidation Proceeds or any other amounts in the protected account. The right of the related servicer to reimbursement for such costs incurred will be subject to the approval of the master servicer of any claim for such reimbursement to the extent set forth in the related servicing agreement and the Pooling and Servicing Agreement.

In general, the standard form of fire and extended coverage policy covers physical damage to or destruction of the improvements on the property by fire, lightning, explosion, smoke, windstorm and hail, riot, strike and civil commotion, subject to the conditions and exclusions particularized in each policy. Although the policies relating to the mortgage loans will be underwritten by different hazard insurers and therefore will not contain identical terms and conditions, the basic terms thereof are dictated by state law. Such policies typically do not cover any physical damage resulting from the following: war, revolution, governmental actions, floods and other water-related causes, earth movement (including earthquakes, landslides and mud flows), nuclear reactions, wet or dry rot, vermin, rodents, insects or domestic animals, theft and, in certain cases, vandalism and malicious mischief. The foregoing list is merely indicative of certain kinds of uninsured risks and is not intended to be all-inclusive.

Hazard insurance policies covering properties similar to the mortgaged properties typically contain a clause which in effect requires the insured at all times to carry insurance of a specified percentage generally at least 80% of the full replacement value of the improvements on the property in order to recover the full amount of any partial loss. If the insured’s coverage falls below this specified percentage, such clause provides that the hazard insurer’s liability in the event of partial loss does not exceed the greater of (i) the replacement cost of the improvements less physical depreciation, or (ii) such proportion of the loss as the amount of insurance carried bears to the specified percentage of the full replacement cost of such improvements.

Since the amount of hazard insurance to be maintained on the improvements securing the mortgage loans may decline as the principal balances owing thereon decrease, and since residential properties have historically appreciated in value over time, in the event of partial loss, hazard insurance proceeds may be insufficient to restore fully the damaged property.

Where the property securing a mortgage loan is located at the time of origination in a federally designated flood area, the related servicer will cause with respect to such mortgage loan flood insurance to the extent available and in accordance with industry practices to be maintained. Such flood insurance will generally be in an amount equal to the lesser of (i) the outstanding principal balance of the related mortgage loan, (ii) either (a) the minimum amount required under the terms of coverage to compensate for any damage or loss on a replacement cost basis, or (b) the maximum insurable value of the improvements securing such mortgage loan, and (iii) the maximum amount of such insurance available for the related mortgaged property under either the regular or emergency programs of the National Flood Insurance Program, assuming that the area in which such mortgaged property is located is participating in such program.

The servicers, on behalf of the trustee and certificateholders, will present claims to the hazard insurer under any applicable hazard insurance policy. As set forth above, all collections under such policies that are not applied to the restoration or repair of the related mortgaged property or released to the mortgagor in accordance with normal servicing procedures are to be deposited in the related protected account. The servicers are required to deposit in the related protected account the amount of any deductible under a blanket hazard insurance policy, if applicable.

Realization Upon Defaulted Mortgage Loans

The servicers will take such action either as each such servicer deems to be in the best interest of the issuing entity, or as is consistent with accepted servicing practices or in accordance with established practices for other mortgage loans serviced by the servicers with respect to defaulted mortgage loans and foreclose upon or otherwise comparably convert the ownership of properties securing defaulted mortgage loans as to which no satisfactory collection arrangements can be made. To the extent set forth in the Pooling and Servicing Agreement or the related servicing agreement, as applicable, the related servicer will service the property acquired by the issuing entity through foreclosure or deed-in-lieu of foreclosure in accordance with procedures that the related servicer employs and exercises in servicing and administering mortgage loans for its own account and which are in accordance with accepted mortgage servicing practices of prudent lending institutions and Fannie Mae guidelines and to the extent set forth in the related servicing agreement or the Pooling and Servicing Agreement, as applicable. The related servicer will not be required to expend its own moneys with respect to the restoration or to make servicing advances with respect to such mortgaged properties unless such entity has determined that (i) such amounts would be recovered and (ii) it believes such restoration will increase proceeds to the issuing entity following the mortgaged property’s eventual liquidation.

Since Insurance Proceeds received in connection with a mortgage loan cannot exceed deficiency claims and certain expenses incurred by the related servicer, no insurance payments will result in a recovery to certificateholders which exceeds the principal balance of the defaulted mortgage loan together with accrued interest thereon at its applicable Net Mortgage Rate.

Servicing Compensation and Payment of Expenses

The master servicer will be entitled to receive a fee as compensation for its activities under the Pooling and Servicing Agreement equal to any amounts earned on permitted investments in the Master Servicer Collection Account. The master servicer will also be entitled to be reimbursed from the issuing entity for its expenses, costs and liabilities incurred by or reimbursable to it pursuant to the Pooling and Servicing Agreement.  Each servicer will be entitled to 1/12th of the servicing fee rate multiplied by the Stated Principal Balance of each mortgage loan serviced by such entity as of the due date in the month preceding the month in which such distribution date occurs. The servicing fee rate will be 0.250% per annum. Interest shortfalls on the mortgage loans resulting from prepayments made during the related prepayment period that are being distributed to the certificateholders on that distribution date will be offset by the related servicer on the distribution date in the following calendar month to the extent of compensating interest payments as described herein.

In addition to the primary compensation described above, the related servicer will retain all assumption fees, tax service fees, fees for statements of account payoff and late payment charges and certain other amounts as set forth in the related servicing agreement and the Pooling and Servicing Agreement, as applicable, all to the extent collected from mortgagors.

The related servicer will pay all related expenses incurred in connection with its servicing responsibilities, subject to limited reimbursement as described in this prospectus supplement.

Protected Accounts

Each servicer will establish and maintain one or more custodial accounts (referred to in this prospectus supplement as protected accounts) into which they will deposit daily or at such other time specified in the applicable servicing agreement or the Pooling and Servicing Agreement, as applicable, all collections of principal and interest on any mortgage loans, including principal prepayments, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries, the repurchase price for any mortgage loans repurchased, and advances made from the servicer’s own funds, less the applicable servicing fee. All protected accounts and amounts at any time credited thereto will comply with the requirements of the related servicing agreement and the Pooling and Servicing Agreement, as applicable, and will meet the requirements of the rating agencies.

With respect to the mortgage loans, the related servicer will retain in the protected account for distribution directly to the master servicer the daily collections of interest and principal, Insurance Proceeds, Subsequent Recoveries, and the repurchase price with respect to any repurchased mortgage.

On the date specified in the Pooling and Servicing Agreement or the applicable servicing agreement, as the case may be, each servicer will withdraw from its protected account amounts on deposit therein and will remit them to the master servicer for deposit in the Master Servicer Collection Account.

Distribution Account

The trustee shall establish and maintain in the name of the trustee, for the benefit of the certificateholders, an account, referred to in this prospectus supplement as the Distribution Account, into which on the business day prior to each distribution date all Available Funds in the Master Servicer Collection Account will be transferred by the master servicer. All amounts deposited to the Distribution Account shall be held in the name of the trustee in trust for the benefit of the certificateholders in accordance with the terms and provisions of the Pooling and Servicing Agreement. The amount at any time credited to the Distribution Account shall be (i) in an Eligible Account or (ii) invested in the name of the trustee, in such permitted investments selected by the trustee or deposited in demand deposits with such depository institutions as selected by the trustee, provided that time deposits of such depository institutions would be a permitted investment (as specified in the Pooling and Servicing Agreement). The trustee will be entitled to any amounts earned and will be liable for any related losses on permitted investments in the Distribution Account.

On each distribution date, the trustee shall pay the certificateholders in accordance with the provisions set forth under “Description of the Certificates—Distributions on the Certificates” in this prospectus supplement.  The trustee will be entitled to a trustee fee equal to 1/12^th of the trustee fee rate, multiplied by the aggregate Stated Principal Balance of the mortgage loans as of the due date in the month preceding the month in which such distribution date occurs. The trustee fee rate will be 0.020% per annum. The custodian will be entitled to compensation for its services under the custodial agreement which will be paid by the trustee. The trustee and the custodian will also be entitled to be reimbursed from the issuing entity for their expenses, costs and liabilities incurred by or reimbursable to them pursuant to the Pooling and Servicing Agreement prior to the distribution of the available funds.

Prepayment Interest Shortfalls and Compensating Interest

When a borrower prepays all of a mortgage loan between due dates, the borrower pays interest on the amount prepaid only to the date of prepayment.  When a borrower prepays a portion of a mortgage loan between due dates, the borrower does not pay interest on the amount prepaid.  Accordingly, an interest shortfall will result equal to the difference between the amount of interest collected and the amount of interest that would have been due absent such prepayment (such shortfall, the “Prepayment Interest Shortfall”). In order to mitigate the effect of any such shortfall in interest distributions to holders of the offered certificates on any distribution date, generally, the amount of the servicing fee otherwise payable to the servicers for such month will, to the extent of such shortfall, be remitted by the related servicer to the master servicer for deposit in the Master Servicer Collection Account. We refer to such deposited amounts as “Compensating Interest.” Any such deposit or remittance by the related servicer will be reflected in the distributions to holders of the offered certificates entitled thereto made on the distribution date on which the principal prepayment received would be distributed. The master servicer will not cover these shortfalls.

Advances

If the scheduled payment on a mortgage loan (other than any balloon payments) which was due on a related due date is delinquent other than for certain reasons as set forth in the applicable servicing agreement or the Pooling and Servicing Agreement, for example as a result of application of the Relief Act or similar state or local laws, the related servicer will remit to the master servicer for deposit in the Master Servicer Collection Account within the number of days prior to the related distribution date set forth in the related servicing agreement or the Pooling and Servicing Agreement, as applicable, an amount equal to such delinquency, net of the related servicing fee except to the extent the servicer determines any such advance to be nonrecoverable from Liquidation Proceeds, Insurance Proceeds or from future payments on the mortgage loan for which such advance was made. Subject to the foregoing, such advances will be made by the related servicer until the liquidation of the related mortgaged property. Failure by the related servicer to remit any required advance, which failure goes unremedied for the number of days specified in the Pooling and Servicing Agreement or the related servicing agreement, as applicable, would constitute an event of default under such agreement. If the related servicer is terminated, the master servicer, the trustee (in its capacity as successor master servicer) or an appointed successor servicer will be obligated to advance such amounts to the Master Servicer Collection Account to the extent provided in the Pooling and Servicing Agreement. In addition, if the master servicer is required to make an advance, and fails to make such advance, such failure would constitute an event of default as discussed under “Description of the Certificates—Events of Default” in this prospectus supplement.

Evidence as to Compliance

The Pooling and Servicing Agreement will provide that no later than the date specified in the Pooling and Servicing Agreement or the related servicing agreement, as applicable, beginning with the first year after the year in which the cut-off date occurs, each party responsible for the servicing function (each, a “responsible party”) will provide to the master servicer and the depositor a report on an assessment of compliance with the minimum servicing criteria established in Item 1122(d) of Regulation AB (the “AB Servicing Criteria”). The AB Servicing Criteria include specific criteria relating to the following areas: general servicing considerations, cash collection and administration, investor remittances and reporting, and pool asset administration. Such report will indicate that the AB Servicing Criteria were used to test compliance on a platform level basis and will set out any material instances of noncompliance.

The Pooling and Servicing Agreement and the applicable servicing agreement, as applicable, will also provide that each party responsible for the servicing function will deliver along with its report on assessment of compliance, an attestation report from a firm of independent public accountants on the assessment of compliance with the AB Servicing Criteria.

The Pooling and Servicing Agreement and the applicable servicing agreement, as applicable, will also provide for delivery to the master servicer, the trustee and the depositor on or before the date specified in the Pooling and Servicing Agreement or servicing agreement, as applicable, a separate annual statement of compliance from the servicer to the effect that, to the best knowledge of the signing officer, the servicer has fulfilled in all material respects its obligations under the Pooling and Servicing Agreement or servicing agreement, as applicable, throughout the preceding year or, if there has been a material failure in the fulfillment of any obligation, the statement will specify such failure and the nature and status thereof. The same statement may be provided as the required statement for each relevant Pooling and Servicing Agreement or servicing agreement.

The Pooling and Servicing Agreement will also provide for delivery to the depositor and the trustee on or before a specified date in each year, an annual statement signed by officers of the master servicer to the effect that the master servicer has fulfilled its obligations under the Pooling and Servicing Agreement throughout the preceding year.

Copies of the annual reports of assessment of compliance, attestation reports, and statements of compliance may be obtained by certificateholders without charge, if not available on the trustee’s website, upon written request to the trustee at the address of the trustee set forth above under “The Trustee”. These items will be filed with the issuing entity’s annual report on Form 10-K, to the extent received by the trustee and required under Regulation AB.

Certain Matters Regarding the Master Servicer and the Depositor

The Pooling and Servicing Agreement will provide that the master servicer may not resign from its obligations and duties under the Pooling and Servicing Agreement except (a) with the prior written consent of the trustee (which consent shall not be unreasonably withheld) or (b) if its duties thereunder are no longer permissible under applicable law and such impermissibility cannot be cured, in each case, evidenced by an opinion of counsel, addressed to and delivered to, the trustee. No such resignation will become effective unless:

·         the trustee or a successor master servicer has assumed the obligations and duties of the master servicer to the extent required in the Pooling and Servicing Agreement;

·         the proposed successor is qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac; and

·         the trustee has received written confirmation from each rating agency substantially to the effect that the appointment of such successor will not cause that rating agency to reduce, suspend or withdraw its then-current ratings assigned to any class of offered certificates.

Notwithstanding the foregoing, the master servicer, however, has the right, with the written consent of the trustee (which consent will not be unreasonably withheld), to assign, sell or transfer its rights and delegate its duties and obligations under the Pooling and Servicing Agreement; provided that, the purchaser or transferee accepting such assignment, sale, transfer or delegation is qualified to service mortgage loans for Fannie Mae or Freddie Mac and shall satisfy the other requirements listed in the Pooling and Servicing Agreement with respect to the qualifications of such purchaser or transferee.

The Pooling and Servicing Agreement will further provide that neither the master servicer nor the depositor nor any director, officer, employee, or agent of the master servicer or the depositor will be under any liability to the issuing entity or certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to the Pooling and Servicing Agreement, or for errors in judgment; provided, however, that neither the master servicer, nor the depositor nor any such person will be protected against any breach of its representations and warranties in the Pooling and Servicing Agreement or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross negligence in the performance of duties thereunder or by reason of reckless disregard of obligations and duties thereunder. The Pooling and Servicing Agreement will further provide that the master servicer, the depositor and any director, officer, employee or agent of the master servicer or the depositor will be entitled to indemnification by the issuing entity and will be held harmless against any loss, liability or expense incurred in connection with any legal action relating to the Pooling and Servicing Agreement or the certificates, other than any loss, liability or expense related to any specific mortgage loan or mortgage loans and any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of its respective duties thereunder or by reason of reckless disregard of its respective obligations and duties thereunder.

In addition, the Pooling and Servicing Agreement will provide that neither the master servicer nor the depositor will be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective responsibilities under the Pooling and Servicing Agreement and which in its opinion may involve it in any expense or liability. Either the master servicer or the depositor may, however, in its discretion undertake any such action which it may deem necessary or desirable with respect to the Pooling and Servicing Agreement and the rights and duties of the parties thereto and the interests of the certificateholders thereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the issuing entity, and the master servicer or the depositor, as the case may be, will be entitled to be reimbursed therefor out of funds otherwise distributable to certificateholders.

Any person into which either the master servicer may be merged or consolidated, or any person resulting from any merger or consolidation to which the master servicer is a party, or any person succeeding to the business of the master servicer, will be the successor of the master servicer under the Pooling and Servicing Agreement, provided that such person is qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac and further provided that such merger, consolidation or succession does not adversely affect the then-current ratings of any class of offered certificates.

DESCRIPTION OF THE CERTIFICATES

General

The issuing entity will issue the certificates pursuant to the Pooling and Servicing Agreement, which will be filed with the Commission in a current report on Form 8-K following the issuance of the certificates. The certificates consist of the classes of certificates reflected on the cover of this prospectus supplement, which we refer to collectively in this prospectus supplement as the offered certificates, and the Class B-4, Class B-5, Class B-6 and Class P Certificates, which we are not offering by this prospectus supplement.

The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6 and Class A-7 Certificates will each represent senior interests in the issuing entity and are sometimes referred to collectively in this prospectus supplement as the Class A Certificates. The Class A-1 Certificates are sometimes referred to in this prospectus supplement as the Exchangeable Certificates.  The Class A-3, Class A-4, Class A-5, Class A-6 and Class A-7 Certificates are sometimes referred to collectively in this prospectus supplement as the Exchanged Certificates. The Class R Certificates will represent the sole class of residual interests in the real estate mortgage investment conduit established by the issuing entity, or REMIC, and we sometimes refer to these certificates in this prospectus supplement as the residual certificates. The Class PO, Class X and Class R Certificates will each represent senior interests in the issuing entity and are sometimes referred to in this prospectus supplement, collectively with the Class A Certificates, as the senior certificates. The Class B-1, Class B-2 and Class B-3 Certificates will each represent subordinate interests in the mortgage pool and we sometimes refer to these certificates collectively in this prospectus supplement as the offered subordinate certificates. We sometimes refer to the senior certificates and offered subordinate certificates collectively in this prospectus supplement as the offered certificates.

The initial owner of the Class R Certificates is expected to be Bear, Stearns & Co. Inc.

The issuing entity will also issue the Class B-4, Class B-5 and Class B-6 Certificates, each of which will represent subordinate interests in the mortgage pool, and the Class P Certificates, which are not offered by this prospectus supplement. The Class B-4, Class B-5 and Class B-6 Certificates are sometimes referred to in this prospectus supplement collectively as the non-offered subordinate certificates. The Class B-4, Class B-5 and Class B-6 Certificates have initial aggregate principal balances of approximately $2,850,000, $1,684,000 and $2,330,329, respectively. We sometimes refer to the offered subordinate certificates and non-offered subordinate certificates as the subordinate certificates or the Class B Certificates. The Class P, Class B-4, Class B-5 and Class B-6 Certificates are sometimes referred to in this prospectus supplement as the non-offered certificates. The non-offered certificates, together with the offered certificates, are sometimes referred to collectively in this prospectus supplement as the certificates.

The Class P Certificates will have an initial Certificate Principal Balance of $100 and will be entitled to any prepayment charges received in respect of the mortgage loans and remitted by the servicers to the master servicer.

The issuing entity will issue the offered certificates (other than the Class X Certificates and Class R Certificates) in book-entry form as described below, in minimum dollar denominations of $100,000 and integral multiples of $1.00 in excess thereof, except that one certificate of each class may be issued in the remainder of the class. The issuing entity will issue the Class X Certificates in book-entry form as described below, in minimum notional amount dollar denominations of $100,000 and multiples of $1.00 in excess thereof, except that one certificate of such class may be issued in the remainder of the class. The Class R Certificates will be issued as a single certificate of $50 in certificated fully registered form.

Book-Entry Registration

The offered certificates (other than the Class R Certificates) will be issued in book-entry form. Persons acquiring beneficial ownership interests in the book-entry securities will hold their securities through The Depository Trust Company in the United States and through Clearstream, Luxembourg or the Euroclear System in Europe, if they are participants of any of such systems, or indirectly through organizations which are participants. The Depository Trust Company is referred to as “DTC”. Clearstream, Luxembourg is referred to as “Clearstream”. The Euroclear System is referred to as “Euroclear”. The book-entry securities will be issued in one or more certificates that equal the aggregate principal balance of the applicable class or classes of securities and will initially be registered in the name of Cede & Co., the nominee of DTC. Clearstream and Euroclear will hold omnibus positions on behalf of their participants through customers’ securities accounts in Clearstream’s and Euroclear’s names on the books of their respective depositaries that in turn will hold such positions in customers’ securities accounts in the depositaries’ names on the books of DTC. Citibank N.A. will act as the relevant depositary for Clearstream and JPMorgan Chase Bank, N.A. will act as the relevant depositary for Euroclear. Except as described below, no person acquiring a book-entry security will be entitled to receive a physical certificate representing such security. Unless and until physical securities are issued, it is anticipated that the only “securityholder” with respect to a book-entry security will be Cede & Co., as nominee of DTC. Beneficial owners are only permitted to exercise their rights indirectly through participants and DTC.

An Owner’s ownership of a book-entry security will be recorded on the records of the brokerage firm, bank, thrift institution or other financial intermediary (each, a “Financial Intermediary”) that maintains the beneficial owner’s account for such purpose. In turn, the Financial Intermediary’s ownership of such book-entry security will be recorded on the records of DTC (or of a DTC participant that acts as agent for the Financial Intermediary, whose interest will in turn be recorded on the records of DTC, if the beneficial owner’s Financial Intermediary is not a DTC participant and on the records of Clearstream or Euroclear, as appropriate).

Beneficial owners will receive all distributions allocable to principal and interest with respect to the book-entry securities from the trustee through DTC and DTC participants. While the book-entry securities are outstanding (except under the circumstances described below), under the rules, regulations and procedures creating, governing and affecting DTC and its operations (the “Rules”), DTC is required to make book-entry transfers among participants on whose behalf it acts with respect to the securities. DTC is required to receive and transmit distributions allocable to principal and interest with respect to the securities. Participants and Financial Intermediaries with whom beneficial owners have accounts with respect to securities are similarly required to make book-entry transfers and receive and transmit such distributions on behalf of their respective beneficial owners. Accordingly, although beneficial owners will not possess physical certificates, the Rules provide a mechanism by which beneficial owners will receive distributions and will be able to transfer their beneficial ownership interests in the securities.

Beneficial owners will not receive or be entitled to receive definitive securities, except under the limited circumstances described below. Unless and until definitive securities are issued, beneficial owners who are not participants may transfer ownership of securities only through participants and Financial Intermediaries by instructing such participants and Financial Intermediaries to transfer beneficial ownership interests in the securities by book-entry transfer through DTC for the account of the purchasers of such securities, which account is maintained with their respective participants or Financial Intermediaries. Under the Rules and in accordance with DTC’s normal procedures, transfers of ownership of securities will be executed through DTC and the accounts of the respective participants at DTC will be debited and credited. Similarly, the participants and Financial Intermediaries will make debits or credits, as the case may be, on their records on behalf of the selling and purchasing beneficial owners.

Because of time zone differences, credits of securities received in Clearstream or Euroclear as a result of a transaction with a participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such securities settled during such processing will be reported to the relevant Euroclear or Clearstream participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream participant or Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Transfers between DTC participants will occur in accordance with DTC rules. Transfers between Clearstream participants and Euroclear participants will occur in accordance with their respective rules and operating procedures.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream participants or Euroclear participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by the relevant depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to the relevant depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same day funds settlement applicable to DTC. Clearstream participants and Euroclear participants may not deliver instructions directly to the relevant depositaries.

DTC is a New York-chartered limited purpose trust company that performs services for its participants, some of which (and/or their representatives) own DTC. In accordance with its normal procedures, DTC is expected to record the positions held by each DTC participant in the book-entry securities, whether held for its own account or as a nominee for another person. In general, beneficial ownership of book-entry securities will be subject to the Rules as in effect from time to time.

Clearstream has advised that it is incorporated under the laws of the Grand Duchy of Luxembourg as a professional depository. Clearstream holds securities for its participating organizations or participants. Clearstream facilitates the clearance and settlement of securities transactions between Clearstream participants through electronic book-entry changes in account of Clearstream participants, eliminating the need for physical movement of securities.

Clearstream provides to Clearstream participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a professional depository, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (the “CSSF”). Clearstream participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream participant, either directly or indirectly.

Distributions, to the extent received by the relevant depository for Clearstream, with respect to the securities held beneficially through Clearstream will be credited to cash accounts of Clearstream participants in accordance with its rules and procedures.

Euroclear was created in 1968 to hold securities for its participants and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for movement of physical securities and any risk from lack of simultaneous transfers of securities and cash. Transactions may be settled in any of 32 currencies, including United States dollars. Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. Euroclear is operated by Euroclear Bank S.A./NV under contract with Euroclear Clearance Systems S.C., a Belgian cooperative corporation. Euroclear Bank S.A./NV conducts all operations. All Euroclear securities clearance accounts and Euroclear cash accounts are accounts with Euroclear Bank S.A./NV, not Euroclear Clearance Systems S.C. Euroclear Clearance Systems S.C. establishes policy for Euroclear on behalf of Euroclear participants. Euroclear participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear participant, either directly or indirectly.

Euroclear Bank S.A./NV has advised us that it is licensed by the Belgian Banking and Finance Commission to carry out banking activities on a global basis. As a Belgian bank, it is regulated and examined by the Belgian Banking Commission.

Securities clearance accounts and cash accounts with Euroclear Bank S.A./NV are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law. These terms and conditions, operating procedures and laws govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. Euroclear Bank S.A./NV acts under the Terms and Conditions only on behalf of Euroclear participants, and has no record of or relationship with persons holding through Euroclear participants.

The trustee will make distributions on the book-entry securities on each distribution date to DTC. DTC will be responsible for crediting the amount of such payments to the accounts of the applicable DTC participants in accordance with DTC’s normal procedures. Each DTC participant will be responsible for disbursing such payments to the beneficial owners that it represents and to each Financial Intermediary for which it acts as agent. Each such Financial Intermediary will be responsible for disbursing funds to the beneficial owners that it represents.

Under a book-entry format, beneficial owners may experience some delay in their receipt of payments, since the trustee will forward such payments to Cede & Co. Distributions with respect to securities held through Clearstream or Euroclear will be credited to the cash accounts of Clearstream participants or Euroclear participants in accordance with the relevant system’s rules and procedures, to the extent received by the relevant depository. Such distributions will be subject to tax reporting in accordance with relevant United States tax laws and regulations. Because DTC can only act on behalf of DTC participants that in turn can only act on behalf of Financial Intermediaries, the ability of a beneficial owner to pledge book-entry securities to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such book-entry securities, may be limited due to the lack of physical certificates for such book-entry securities. In addition, issuance of the book-entry securities in book-entry form may reduce the liquidity of such securities in the secondary market since certain potential investors may be unwilling to purchase securities for which they cannot obtain physical certificates.

Monthly and annual reports of the issuing entity will be provided to Cede & Co., as nominee of DTC, and Cede & Co. may make such reports available to beneficial owners upon request, in accordance with the Rules, and to the DTC participants to whose DTC accounts the book-entry securities of such beneficial owners are credited directly or are credited indirectly through Financial Intermediaries.

DTC has advised the trustee that, unless and until definitive securities are issued, DTC will take any action permitted to be taken by the holders of the book-entry securities under the Pooling and Servicing Agreement only at the direction of one or more DTC participants to whose DTC accounts the book-entry securities are credited, to the extent that such actions are taken on behalf of such participants whose holdings include such book-entry securities. Clearstream or Euroclear Bank S.A./NV, as the case may be, will take any other action permitted to be taken by a holder under the Pooling and Servicing Agreement on behalf of a Clearstream participant or Euroclear participant only in accordance with its relevant rules and procedures and subject to the ability of the relevant depositary to effect such actions on its behalf through DTC. DTC may take actions, at the direction of the related participants, with respect to some securities which conflict with actions taken with respect to other securities.

Physical certificates representing an offered certificate will be issued to beneficial owners only upon the events specified in the Pooling and Servicing Agreement. Such events may include the following:

·        we advise the trustee in writing that DTC is no longer willing or able to properly discharge its responsibilities as depository with respect to the securities, and that we or the trustee is unable to locate a qualified successor, or

·        we elect to terminate the book-entry system through DTC with the consent of DTC participants.

Additionally, after the occurrence of an event of default under the Pooling and Servicing Agreement, any certificate owner materially and adversely affected thereby may, at its option, request and, subject to the procedures set forth in the Pooling and Servicing Agreement, receive a definitive certificate evidencing such certificate owner’s percentage interest in the related class of certificates. Upon the occurrence of any of the events specified in the Pooling and Servicing Agreement, DTC will be required to notify all participants of the availability through DTC of physical certificates. Upon surrender by DTC of the certificates representing the book-entry securities and instruction for re-registration, the trustee will issue the securities in the form of physical certificates, and thereafter the trustee will recognize the holders of such physical certificates as securityholders. Thereafter, payments of principal of and interest on the securities will be made by the trustee directly to securityholders in accordance with the procedures listed in this prospectus supplement and in the Pooling and Servicing Agreement. The final distribution of any security (whether physical certificates or securities registered in the name of Cede & Co.), however, will be made only upon presentation and surrender of such securities on the final distribution date at such office or agency as is specified in the notice of final payment to securityholders.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures to facilitate transfers of securities among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.

Neither the issuing entity nor the trustee will have any responsibility for any aspect of the records relating to or payments made on account of beneficial ownership interests of the book-entry securities held by Cede & Co., as nominee for DTC, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

ExchangeableCertificates

After the closing date, the Exchangeable Certificates may be exchanged for a proportionate interest in certain Exchanged Certificates, only in alternative combination scenarios as described in Appendix A, each referred to as a Combination Group.   All or a portion of the Exchanged Certificates may also be exchanged for a proportionate interest in the related Exchangeable Certificates in the same manner.  This process may occur repeatedly until the maturity of the Exchangeable Certificates and Exchanged Certificates. The classes of Exchanged Certificates and of Exchangeable Certificates that are outstanding at any given time, and the outstanding principal balances of these classes, will depend upon any related distributions of principal or reductions, as well as any exchanges that occur.  Exchanged Certificates or Exchangeable Certificates may be exchanged only for the related Exchanged Certificates or Exchangeable Certificates in the related Combination Group in the proportions described for such Combination Group.  Holders of Exchanged Certificates and Exchangeable Certificates will be the beneficial owners of a proportionate interest in the amounts otherwise distributable to the related group of Exchangeable Certificates or Exchanged Certificates for which they may be exchanged in the alternative related Combination Group.

Procedures

If a certificateholder wishes to exchange certificates, the certificateholder must notify the Trustee by e-mail to William.Augustin@wellsfargo.com, Michelle.Y.Treadwell@wellsfargo.com and GCTSSPGTEAMB-2@wellsfargo.com no later than seven Business Days before the proposed exchange date. The exchange date will be subject to the Trustee’s approval but can be any Business Day from the 25th day of the month to the second to the last Business Day of the month. The notice must be (i) on the certificateholder's letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: the CUSIP number of both Exchangeable Certificates or Exchanged Certificates to be relinquished and Exchangeable Certificates or Exchanged Certificates to be received, outstanding principal amount and/or notional amount and the original principal balance and/or notional amount of the Exchangeable Certificates or Exchanged Certificates to be relinquished, the certificateholder's DTC participant number and the proposed exchange date. After receiving the notice, the Trustee will e-mail the certificateholder with wire payment instructions relating to the exchange fee, which shall be equal to $5,000 per exchange.  The Trustee will notify the depositor of any such exchange for the purpose of DTC eligibility and will notify the Rating Agencies of any such exchange.  The certificateholder will utilize the Deposit and Withdrawal System at DTC to exchange the Exchangeable Certificates or Exchanged Certificates. A notice becomes irrevocable on the seventh Business Day before the proposed exchange date.  The Trustee will make the first distribution on any Exchanged Certificate or any 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.

Exchanges

If a certificateholder elects to exchange its Exchangeable Certificates for related Exchanged Certificates or vice versa, the following three conditions must be satisfied:

·        the aggregate Certificate Principal Balance of the Exchanged Certificates received in the exchange, immediately after the exchange, must equal the aggregate Certificate Principal Balance, immediately prior to the exchange, of the Exchangeable Certificates relinquished therefor, and vice versa;

·        the annual interest amount payable with respect to the Exchanged Certificates received in the exchange must equal the aggregate annual interest amount payable with respect to the Exchangeable Certificates relinquished therefor, and vice versa; and

·        the class or classes of Exchangeable Certificates must be exchanged for Exchanged Certificates in the related Combination Group in the applicable proportions, if any, described in this prospectus supplement for such Combination Group and vice versa.

Additional Considerations

The characteristics of the Exchanged Certificates will reflect, in the aggregate, generally the characteristics of the related Exchangeable Certificates relinquished therefor, and vice versa.  Investors are encouraged to also consider a number of factors that will limit a certificateholder's ability to exchange Exchangeable Certificates for Exchanged Certificates and vice versa:

·        At the time of the proposed exchange, a certificateholder must own the related class or classes of Exchangeable Certificates or Exchanged Certificates, as applicable, in the proportions necessary in each Combination Group to make the desired exchange.

·        The holder of Exchanged Certificates or Exchangeable Certificates required for a desired exchange may refuse to sell them at a reasonable price (or any price) or may be unable to sell them.

·        Certain Exchanged Certificates or Exchangeable Certificates may have been purchased or placed into other financial structures and thus may be unavailable.

·        Principal distributions will decrease the amounts available for exchange over time.

·        Only the alternative combinations for the exchange of the Exchangeable Certificates or Exchanged Certificates listed in Appendix A for each Combination Group are permitted.

·        The record dates for Exchangeable Certificates and the Exchanged Certificates that are the subject of the exchange, and vice versa, must be the same.

Glossary

“Accrued Certificate Interest” for any certificate (other than the Class PO Certificates and Class P Certificates) for any distribution date, means an amount equal to the interest accrued during the related interest accrual period at the applicable Pass-Through Rate on the Certificate Principal Balance or Notional Amount of such certificate immediately prior to such distribution date less (i) in the case of any such senior certificate, such certificate’s share of any Net Interest Shortfalls from the mortgage loans and, after the Cross-Over Date, the interest portion of any Realized Losses on the mortgage loans and (ii) in the case of a subordinate certificate, such certificate’s share of any Net Interest Shortfalls and the interest portion of any Realized Losses on the mortgage loans. Such Net Interest Shortfalls will be allocated among the certificates in proportion to the amount of Accrued Certificate Interest that would have been allocated thereto in the absence of such shortfalls. No Accrued Certificate Interest is payable to the Class PO Certificates and Class P Certificates. Accrued Certificate Interest with respect to the Class A, Class X, Class R and Class B Certificates will be based on a 360-day year that consists of twelve 30-day months. No Accrued Certificate Interest will be payable with respect to any class of certificates after the distribution date on which the outstanding Certificate Principal Balance or Notional Amount of such certificate has been reduced to zero.

“Allocable Share” with respect to any class of subordinate certificates on any distribution date will generally equal such class’s pro rata share (based on the Certificate Principal Balance of each class entitled thereto) of the sum of each of the components of the definition of Subordinate Optimal Principal Amount; provided that, except as described in the second succeeding sentence, no class of subordinate certificates (other than the class of subordinate certificates outstanding with the lowest numerical designation) shall be entitled on any distribution date to receive distributions pursuant to clauses (2), (3) and (5) of the definitions of Subordinate Optimal Principal Amount unless the Class Prepayment Distribution Trigger for the related class is satisfied for such distribution date. The “Class Prepayment Distribution Trigger” for a class of subordinate certificates for any distribution date is satisfied if the fraction (expressed as a percentage), the numerator of which is the aggregate Certificate Principal Balance of such class and each class subordinated thereto, if any, and the denominator of which is the aggregate Stated Principal Balance of all of the mortgage loans as of the related due date, equals or exceeds such percentage calculated as of the closing date. If on any distribution date the Certificate Principal Balance of any class of subordinate certificates for which the related Class Prepayment Distribution Trigger was satisfied on such distribution date is reduced to zero, any amounts distributable to such class pursuant to clauses (2), (3) and (5) of the definition of Subordinate Optimal Principal Amount, to the extent of such class’s remaining Allocable Share, shall be distributed to the remaining classes of subordinate certificates in reduction of their respective Certificate Principal Balances, sequentially, in the order of their numerical class designations. If the Class Prepayment Distribution Trigger is not satisfied for any class of subordinate certificates on any distribution date, this may have the effect of accelerating the amortization of more senior classes of subordinate certificates.

“Available Funds” shall mean the sum of Interest Funds and Principal Funds relating to the mortgage loans.

“Capitalization Reimbursement Amount” means, with respect to any distribution date, the aggregate of amounts added to the Stated Principal Balance of the mortgage loans during the preceding calendar month in connection with the modification of a mortgage loan which amounts represent unreimbursed advances or servicing advances owed to the servicers or the master servicer.

“Certificate Principal Balance” with respect to any class of offered certificates (other than the Class X Certificates) and any distribution date is the original Certificate Principal Balance of such class as set forth on the cover page of this prospectus supplement, and with respect to the Class B-4, Class B-5 and Class B-6 Certificates, $2,850,000, $1,684,000 and $2,330,329, respectively, less the sum of (i) all amounts in respect of principal distributed to such class on previous distribution dates and (ii) any Realized Losses allocated to such class on previous distribution dates; provided that, the Certificate Principal Balance of any class of certificates (other than the Class X Certificates and Class P Certificates) with the highest payment priority to which Realized Losses have been allocated will be increased by the amount of any Subsequent Recoveries received on the mortgage loans not previously allocated, but not by more than the amount of Realized Losses previously allocated to reduce the Certificate Principal Balance of that certificate. See “Description of the Certificates — Allocation of Losses” in this prospectus supplement.

“Class A Certificates” means any of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6 and Class A-7 Certificates.

“Class B Certificates” means any of the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates.

“Class PO Certificate Deferred Payment Writedown Amount” means, with respect to any distribution date and the Class PO Certificates, the amount distributed to the Class PO Certificates on such distribution date pursuant to priority fifth under clause (A) under “— Distributions on the Certificates — Distributions on the Certificates.” The Class PO Certificate Deferred Payment Writedown Amount will be allocated to the classes of subordinate certificates in inverse order of their numerical class designations, until the Certificate Principal Balance of each such class has been reduced to zero.

“Class PO Certificate Principal Distribution Amount” with respect to each distribution date and the Class PO Certificates, means an amount equal to

(x)           the sum of the following (but in no event greater than the aggregate Certificate Principal Balance of the Class PO Certificates immediately prior to such distribution date):

(i)the PO Percentage of the principal portion of all monthly payments due on the Discount Mortgage Loans on the related due date, as specified in the amortization schedule at the time applicable thereto (after adjustment for previous principal prepayments but before any adjustment to such amortization schedule by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period);

(ii)the PO Percentage of the Stated Principal Balance of each Discount Mortgage Loan which was the subject of a prepayment in full received by the related servicer during the applicable Prepayment Period;

(iii)the PO Percentage of all partial prepayments allocated to principal received during the applicable Prepayment Period with respect to any Discount Mortgage Loan;

(iv)the lesser of (a) the PO Percentage of the sum of (A) all Net Liquidation Proceeds allocable to principal received in respect of each Discount Mortgage Loan which became a liquidated mortgage loan during the related Prepayment Period (other than a Discount Mortgage Loan described in the immediately following clause (B)) and all Subsequent Recoveries received in respect of each defaulted Discount Mortgage Loan during the related Due Period and (B) the Stated Principal Balance of each such Discount Mortgage Loan purchased by an insurer from the trustee during the related Prepayment Period pursuant to the related primary mortgage insurance policy, if any, or otherwise; and (b) the PO Percentage of the sum of (A) the Stated Principal Balance of each Discount Mortgage Loan which became a liquidated mortgage loan during the related Prepayment Period (other than a Discount Mortgage Loan described in the immediately following clause (B)) and (B) the Stated Principal Balance of each such Discount Mortgage Loan that was purchased by an insurer from the trustee during the related Prepayment Period pursuant to the related primary mortgage insurance policy, if any or otherwise; and

(v)the PO Percentage of the sum of (a) the Stated Principal Balance of each Discount Mortgage Loan which was repurchased by the seller in connection with such distribution date and (b) the excess, if any, of the Stated Principal Balance of each Discount Mortgage Loan that has been replaced by the seller with a substitute mortgage loan pursuant to the Pooling and Servicing Agreement in connection with such distribution date over the Stated Principal Balance of each such substitute Discount Mortgage Loan; minus

(y)           the PO Percentage of the portion of the Capitalization Reimbursement Amount for such distribution date, if any, related to each Discount Mortgage Loan.

“Compensating Interest” shall mean, any payments made by the servicers to cover Prepayment Interest Shortfalls.

“Cross-Over Date” with respect to the certificates means the distribution date on which the aggregate Certificate Principal Balance of the subordinate certificates has been reduced to zero (giving effect to all related distributions for such distribution date).

“Discount Mortgage Loan” means any mortgage loan with a Net Mortgage Rate less than 6.500% per annum.

“Due Period” with respect to any distribution date is the period commencing on the second day of the month preceding the calendar month in which such distribution date occurs and ending at the close of business on the first day of the month in which such distribution date occurs.

“Exchangeable Certificates” means the Class A-1 Certificates.

“Exchanged Certificates” means any of the Class A-3, Class A-4, Class A-5, Class A-6 or Class A-7 Certificates.

“Fiscal Quarter” with respect to any quarter is December 1 to February 29 (or the last day in such month), March 1 to May 31, June 1 to August 31, or September 1 to November 30, as applicable.

“Insurance Proceeds” are all proceeds of any insurance policies, to the extent such proceeds are not applied to the restoration of the property or released to the mortgagor in accordance with the related servicer’s normal servicing procedures, other than proceeds that represent reimbursement of the related servicer’s costs and expenses incurred in connection with presenting claims under the related insurance policies.

“Interest Funds” with respect to any distribution date are equal to the sum for such distribution date, without duplication, of:

·        all scheduled interest collected in respect of the mortgage loans, less the related servicing fee, the trustee fee and the lender-paid mortgage insurance fee, if any,

·        all advances relating to interest on the mortgage loans,

·        all Compensating Interest,

·        Net Liquidation Proceeds and Subsequent Recoveries, to the extent such Net Liquidation Proceeds and Subsequent Recoveries relate to interest, less all non-recoverable advances relating to interest and certain expenses reimbursed during the prior calendar month, in each case with respect to the mortgage loans,

·        the interest portion of proceeds of the repurchase of any mortgage loans, and

·        the interest portion of the purchase price of the assets of the issuing entity upon exercise by the depositor or its designee of the optional termination right with respect to the mortgage loans, less

·        amounts reimbursable to the related servicer, the master servicer, the trustee and the custodian as provided in the Pooling and Servicing Agreement.

“Interest Only Certificates” means the Class X Certificates.

“Interest Shortfall” with respect to any distribution date, means the aggregate shortfall, if any, in collections of interest (adjusted to the related Net Mortgage Rates) on the mortgage loans resulting from (a) prepayments in full received during the related Prepayment Period, (b) partial prepayments received during the related Prepayment Period to the extent applied prior to the due date in the month of the distribution date and (c) interest payments on certain of the mortgage loans being limited pursuant to the provisions of the Relief Act or similar state or local laws.

“Liquidation Proceeds” are all proceeds, other than Insurance Proceeds and Subsequent Recoveries, received in connection with the partial or complete liquidation of mortgage loans, whether through trustee’s sale, foreclosure sale or otherwise, or in connection with any condemnation or partial release of a mortgaged property, together with the net proceeds received with respect to any mortgaged properties acquired by the related servicer by foreclosure or deed in lieu of foreclosure in connection with defaulted mortgage loans, other than the amount of such net proceeds representing any profit realized by the related servicer in connection with the disposition of any such properties.

“Net Interest Shortfalls” means Interest Shortfalls net of payments by the related servicer in respect of Compensating Interest, together with interest shortfalls due to the application of the Relief Act or similar state or local laws.

“Net Liquidation Proceeds” with respect to a mortgage loan are Liquidation Proceeds net of related unreimbursed advances, servicing fees and servicing advances and all expenses of liquidation, including property protection expenses and foreclosure and sale costs, including court and reasonable attorneys fees reimbursable to the Master Servicer pursuant to the Pooling and Servicing Agreement and the related servicer pursuant to the related servicing agreement.

“Net Mortgage Rate” with respect to any mortgage loan is a rate equal to the applicable interest rate borne by such mortgage loan less the sum of the respective rates used to calculate the servicing fee, the trustee fee and the lender-paid mortgage insurance fee.

“Non-Discount Mortgage Loan” means any mortgage loan with a Net Mortgage Rate greater than or equal to 6.500% per annum.

“Non-PO Percentage” means with respect to any mortgage loan with a Net Mortgage Rate less than 6.500% per annum, a fraction, expressed as a percentage, (x) the numerator of which is equal to the related Net Mortgage Rate, and (y) the denominator of which is equal to 6.500% per annum. With respect to any Non-Discount Mortgage Loan, 100%.

“Notional Amount” means as of any date of determination with respect to the Class X Certificates, an amount equal to the aggregate Stated Principal Balance of the mortgage loans. Reference to the Notional Amount of the Class X Certificates is solely for convenience in calculations and does not represent the right to receive any payments allocable to principal.

“Pass-Through Rate” means, with respect to each of the Class A-1, Class A-2, Class A-5, Class A-6, Class A-7, Class R and Class B Certificates, the fixed rates set forth on the cover of the prospectus supplement. The Pass-Through Rate with respect to the Class A-3 Certificates is equal to One-Month LIBOR plus 0.700% per annum, subject to a maximum rate of 7.500% per annum and a minimum rate of 0.700% per annum. The Pass-Through Rate with respect to the Class A-4 Certificates is equal to 44.200% per annum minus 6.5 x One-Month LIBOR, subject to a maximum rate of 44.200% per annum and a minimum rate of 0.000% per annum. The Pass-Through Rate with respect to the Class X Certificates is equal to weighted average of the excess, if any, of (a) the Net Mortgage Rate on each mortgage loan, over (b) 6.500% per annum. The Pass-Through Rate with respect to the Class X Certificates for the initial interest accrual period is approximately 0.501% per annum.

“Prepayment Period” as to any distribution date (i) with respect to each mortgage loan for which EMC is the servicer, for each principal prepayment in full, the period commencing on the 16^th day of the month prior to the month in which the related distribution date occurs (or with respect to the first distribution date, the period commencing on the Cut-off Date) and ending on the 15^th day of the month in which such distribution date occurs and for each partial principal prepayment, the calendar month prior to the month in which such distribution date occurs and (ii) with respect to any other mortgage loan, the period set forth in the related servicing agreement.

“PO Percentage” means with respect any Discount Mortgage Loan a fraction, expressed as a percentage, (x) the numerator of which is equal to 6.500% per annum minus the Net Mortgage Rate thereof and (y) the denominator of which is equal to 6.500% per annum.

“Principal Funds” with respect to any distribution date are equal to the sum, without duplication, of:

·        the scheduled principal collected on the mortgage loans during the related Due Period or advanced on or before the remittance date,

·        prepayments in respect of the mortgage loans, exclusive of any prepayment charges, collected in the related Prepayment Period,

·        the Stated Principal Balance of each mortgage loan that was repurchased by the sponsor,

·        the amount, if any, by which the aggregate unpaid principal balance of any replacement mortgage loans is less than the aggregate unpaid principal balance of any deleted mortgage loans delivered by the sponsor in connection with a substitution of such mortgage loan,

·        all Net Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries collected during the prior calendar month on the mortgage loans, to the extent such Net Liquidation Proceeds and Subsequent Recoveries relate to principal, less all non-recoverable advances relating to principal reimbursed during the related Due Period, in each case with respect to the mortgage loans,

·        the principal portion of the purchase price of the assets of the issuing entity upon the exercise by the depositor or its designee of the optional termination right with respect to the mortgage loans, minus

·        amounts reimbursable to the related servicer, the master servicer, the trustee and the custodian as provided in the Pooling and Servicing Agreement; and

·        any Capitalization Reimbursement Amount.

“Priority Amount” means for any distribution date the product of (i) the Shift Percentage and (ii) the sum of (x) the Scheduled Principal Payment Amount for such distribution date and (y) the Unscheduled Principal Payment Amount for such distribution date.

“Realized Loss” is the excess of the unpaid Stated Principal Balance of a defaulted mortgage loan plus accrued and unpaid interest thereon at the mortgage rate to the extent not advanced by the related servicer through the last day of the month of liquidation over the Net Liquidation Proceeds with respect thereto. With respect to each mortgage loan which is the subject of a Servicing Modification during the calendar month immediately preceding the related distribution date, the sum of (a) the total amount of interest and principal which is forgiven with respect to the related mortgage loan or the amount by which a monthly payment has been reduced due to a reduction of the interest rate and (b) the amount of any advances and servicing advances, to the extent forgiven, made by the master servicer or the related servicer with respect to such mortgage loan which are reimbursable from the issuing entity to the master servicer or the related servicer with respect to that Servicing Modification, subject to the terms of the Pooling and Servicing Agreement; provided that, the amounts expressed in clause (a) above shall not include the amounts expressed in clause (b) above. To the extent that the related servicer receives Subsequent Recoveries with respect to any mortgage loan, the amount of the Realized Loss with respect to that mortgage loan will be reduced to the extent that such recoveries are applied to reduce the Certificate Principal Balance of any class of certificates on any distribution date.

“Relief Act” means the Servicemembers Civil Relief Act, as amended, or any similar state or local law.

“Scheduled Principal Payment Amount” means for any distribution date and with respect to the Class A-7 Certificates, an amount equal to the product of (x) the aggregate of the collections described in clause (1) of the definition of Senior Principal Distribution Amount and that distribution date (without application of the Senior Percentage) multiplied by (y) a fraction, (i) the numerator of which is the Certificate Principal Balance of the Class A-7 Certificates immediately prior to that distribution date and (ii) the denominator of which is the sum of the Non-PO Percentages of the Stated Principal Balances of the mortgage loans as of the first day of the related Due Period.

“Servicing Modification” with respect to any mortgage loan that is in default or with respect to which default is imminent or reasonably foreseeable or as otherwise set forth in the Pooling and Servicing Agreement or related servicing agreement, as applicable, any modification which is effected by the servicers in accordance with the terms of the Pooling and Servicing Agreement or the related servicing agreement, as applicable, that results in any change to the payment terms of the mortgage loan.

“Senior Percentage” the lesser of (a) 100% and (b) the percentage obtained by dividing the aggregate Certificate Principal Balance of the senior certificates (other than the Class X Certificates and Class PO Certificates), immediately prior to such distribution date, by the aggregate Stated Principal Balance of the mortgage loans (other than the PO Percentage thereof with respect to the Discount Mortgage Loans) as of the beginning of the related Due Period. The initial Senior Percentage will be approximately 91.96%.

“Senior Prepayment Percentage” the Senior Prepayment Percentage on any distribution date occurring during the periods set forth below will be as follows:

                 Period (dates inclusive)  Senior PrepaymentPercentage

                 October 25, 2007 – September 25, 2012  100%

                October 25, 2012 – September 25, 2013 Senior Percentage plus 70% of the Subordinate Percentage.

                October 25, 2013 - September 25, 2014 Senior Percentage plus 60% of the Subordinate Percentage.

                October 25, 2014 - September 25, 2015 Senior Percentage plus 40% of the Subordinate Percentage.

                October 25, 2015 – September 25, 2016 Senior Percentage plus 20% of the Subordinate Percentage.

                October 25, 2016 and thereafter  Senior Percentage.

Any scheduled reduction to the Senior Prepayment Percentage for the senior certificates shall not be made as of any distribution date unless, as of the last day of the month preceding such distribution date (1) the aggregate Stated Principal Balance of the mortgage loans delinquent 60 days or more (including for this purpose any such mortgage loans in foreclosure and such mortgage loans with respect to which the related mortgaged property has been acquired by the issuing entity) averaged over the last six months, as a percentage of the aggregate Certificate Principal Balance of the subordinate certificates does not exceed 50% and (2) cumulative Realized Losses on the mortgage loans do not exceed (a) 30% of the aggregate Certificate Principal Balance of the subordinate certificates as of the closing date (“Original Subordinate Principal Balance”) if such distribution date occurs between and including October 2012 and September 2013, (b) 35% of the Original Subordinate Principal Balance if such distribution date occurs between and including October 2013 and September 2014, (c) 40% of the Original Subordinate Principal Balance if such distribution date occurs between and including October 2014 and September 2015, (d) 45% of the Original Subordinate Principal Balance if such distribution date occurs between and including October 2015 and September 2016, and (e) 50% of the Original Subordinate Principal Balance if such distribution date occurs during or after October 2016.

Notwithstanding the foregoing, if on any distribution date, the percentage, the numerator of which is the aggregate Certificate Principal Balance of the senior certificates (other than the Class X Certificates and Class PO Certificates) immediately preceding such distribution date, and the denominator of which is the aggregate Stated Principal Balance of the mortgage loans (other than the PO Percentage thereof with respect to the Discount Mortgage Loans) as of the beginning of the related Due Period, exceeds such percentage as of the cut-off date, then the Senior Prepayment Percentage with respect to the senior certificates for such distribution date will equal 100%.

“Senior Principal Distribution Amount” with respect to each of the senior certificates and each distribution date, means an amount equal to

(x)           the sum of the following (but in no event greater than the aggregate Certificate Principal Balance of the senior certificates immediately prior to such distribution date):

(1)the Senior Percentage of the Non-PO Percentage of the principal portion of all Monthly Payments due on the mortgage loans on the related due date, as specified in the amortization schedule at the time applicable thereto (after adjustment for previous principal prepayments but before any adjustment to such amortization schedule by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period);

(2)the applicable Senior Prepayment Percentage of the Non-PO Percentage of the Stated Principal Balance of each mortgage loan which was the subject of a prepayment in full received by the Master Servicer during the applicable Prepayment Period;

(3)the applicable Senior Prepayment Percentage of the Non-PO Percentage of all partial prepayments allocated to principal received during the applicable Prepayment Period;

(4)the lesser of (a) the applicable Senior Prepayment Percentage of the Non-PO Percentage of the sum of (i) all Net Liquidation Proceeds allocable to principal received in respect of each mortgage loan which became a liquidated mortgage loan during the related Prepayment Period (other than mortgage loans described in the immediately following clause (ii)) and all Subsequent Recoveries received in respect of each liquidated mortgage loan during the related Due Period and (ii) the Stated Principal Balance of each such mortgage loan purchased by an insurer from the Trustee during the related Prepayment Period pursuant to the related primary mortgage insurance policy, if any, or otherwise; and (b) the Senior Percentage of the Non-PO Percentage of the sum of (i) the Stated Principal Balance of each mortgage loan which became a liquidated mortgage loan during the related Prepayment Period (other than the mortgage loans described in the immediately following clause (ii)) and (ii) the Stated Principal Balance of each such mortgage loan that was purchased by an insurer from the Trustee during the related Prepayment Period pursuant to the related primary mortgage insurance policy, if any or otherwise; and

(5)the applicable Senior Prepayment Percentage of the Non-PO Percentage of the sum of (a) the Stated Principal Balance of each mortgage loan which was repurchased by EMC or its designee in connection with such distribution date and (b) the excess, if any, of the Stated Principal Balance of each mortgage loan that has been replaced by EMC or its designee with a substitute mortgage loan pursuant to the mortgage loan purchase agreement in connection with such distribution date over the Stated Principal Balance of each such substitute mortgage loan; minus

(y)           the Capitalization Reimbursement Amount for such distribution date, other than the Class PO Percentage of any portion of that amount related to each Discount Mortgage Loan, multiplied by a fraction, the numerator of which is the Senior Principal Distribution Amount, without giving effect to this clause (y), and the denominator of which is the sum of the principal distribution amounts for all classes of Certificates, other than the Class PO Certificates, payable from the Available Funds without giving effect to any reductions for the Capitalization Reimbursement Amount.

“Shift Percentage” on any distribution date occurring during the periods set forth below will be as follows:

Period (dates inclusive)	Shift Percentage
October 25, 2007 – September 25, 2012	0%
October 25, 2012 – September 25, 2013	30%
October 25, 2013 – September 25, 2014	40%
October 25, 2014 – September 25, 2015	60%
October 25, 2015 – September 25, 2016	80%
October 25, 2016 and thereafter	100%

“Stated Principal Balance” of any mortgage loan means, with respect to any distribution date, (1) the sum of (a) the cut-off date principal balance thereof and (b) the amount by which the Stated Principal Balance of the mortgage loan has been increased pursuant to a Servicing Modification, minus (2) the sum of:

(i)the principal portion of the scheduled monthly payments due from mortgagors with respect to such mortgage loan during the related Due Period (and irrespective of any delinquency in their payment);

(ii)all prepayments of principal with respect to such mortgage loan received prior to or during the related Prepayment Period;

(iii)all Liquidation Proceeds and Insurance Proceeds to the extent applied by the master servicer or the related servicer as recoveries of principal in accordance with the Pooling and Servicing Agreement or the related servicing agreement that were received by the master servicer or the related servicer as of the close of business on the last day of the calendar month immediately preceding such distribution date, and

(iv)any Realized Loss thereon incurred during the prior calendar month.

The Stated Principal Balance of any liquidated mortgage loan is zero.

“Subordinate Certificate Writedown Amount” with respect to the subordinate certificates, the amount by which (x) the sum of the Certificate Principal Balances of the certificates (other than the Class X Certificates and Class P Certificates) (after giving effect to the distribution of principal and the allocation of Realized Losses in reduction of the Certificate Principal Balances of the certificates (other than the Class X Certificates and Class P Certificates) on such distribution date) exceeds (y) the Stated Principal Balances of the mortgage loans on the due date related to such distribution date.

“Subordinate Optimal Principal Amount” with respect to the subordinate certificates and each distribution date will be an amount equal to:

(x)           the sum of the following (but in no event greater than the aggregate Certificate Principal Balance of the subordinate certificates immediately prior to such distribution date):

(1)the Subordinate Percentage of the Non-PO Percentage of the principal portion of all Monthly Payments due on each mortgage loan on the related due date, as specified in the amortization schedule at the time applicable thereto (after adjustment for previous principal prepayments but before any adjustment to such amortization schedule by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period);

(2)the applicable Subordinate Prepayment Percentage of the Non-PO Percentage of the Stated Principal Balance of each mortgage loan which was the subject of a prepayment in full received by the Master Servicer during the applicable Prepayment Period;

(3)the applicable Subordinate Prepayment Percentage of the Non-PO Percentage of all partial prepayments of principal received during the applicable Prepayment Period for each mortgage loan;

(4)the excess, if any, of (a) the Net Liquidation Proceeds allocable to principal received during the related Prepayment Period in respect of each liquidated mortgage loan over (b) the sum of the amounts distributable to the holders of the senior certificates (other than the Class X Certificates and Class PO Certificates) pursuant to clause (4) of the definition of “Senior Principal Distribution Amount” and clause (iv) of the definition of “Class PO Certificate Principal Distribution Amount” on such distribution date;

(5)the applicable Subordinate Prepayment Percentage of the Non-PO Percentage of the sum of (a) the Stated Principal Balance of each mortgage loan which was repurchased by EMC or its designee in connection with such distribution date and (b) the difference, if any, between the Stated Principal Balance of a mortgage loan that has been replaced by EMC or its designee with a substitute mortgage loan pursuant to the mortgage loan purchase agreement in connection with such distribution date and the Stated Principal Balance of such substitute mortgage loan; and

(6)on the distribution date on which the Certificate Principal Balances of the senior certificates (other than the related Interest Only Certificates and Class PO Certificates) have all been reduced to zero, 100% of any Senior Principal Distribution Amount; minus

(y)           the Capitalization Reimbursement Amount for such distribution date, other than the Class PO Percentage of any portion of that amount related to each Discount Mortgage Loan multiplied by a fraction, the numerator of which is the Subordinate Optimal Principal Amount payable to such class of subordinate certificates, without giving effect to this clause (y), and the denominator of which is the sum of the principal distribution amounts for all classes of certificates, other than the Class PO Certificates, payable from the Available Funds without giving effect to any reductions for the Capitalization Reimbursement Amount.

“Subordinate Percentage” as of any distribution date, 100% minus the Senior Percentage. The initial Subordinate Percentage will be equal to approximately 8.04%.

“Subordinate Prepayment Percentage” as of any distribution date, 100% minus the Senior Prepayment Percentage, except that on any distribution date after the Certificate Principal Balance of each class of senior certificates have each been reduced to zero, the Subordinate Prepayment Percentage for the subordinate certificates will equal 100%.

“Subsequent Recoveries” means subsequent recoveries, net of reimbursable expenses, with respect to mortgage loans that have been previously liquidated and that resulted in a Realized Loss.

“Unscheduled Principal Payment Amount” means for any distribution date and with respect to the Class A-7 Certificates, an amount equal to the product of (x) the aggregate of the collections described in clauses (2) through (5) of the definition of Senior Principal Distribution Amount and that distribution date (without application of the related Senior Prepayment Percentage) multiplied by (y) a fraction, (i) the numerator of which is the Certificate Principal Balance of the Class A-7 Certificates immediately prior to that distribution date and (ii) the denominator of which is the sum of the Non-PO Percentages of the Stated Principal Balances of the mortgage loans as of the first day of the related Due Period.

Calculation of One-Month LIBOR

On the second LIBOR business day preceding the commencement of each accrual period, for the offered certificates bearing interest at an adjustable rate, which date we refer to as an interest determination date, the trustee will determine One-Month LIBOR for such accrual period on the basis of such rate as it appears on Bloomberg Terminal Telerate Successor Page 3750, as of 11:00 a.m. London time on such interest determination date. If such rate does not appear on such page, or such other page as may replace that page on that service, or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be reasonably selected by the trustee, One-Month LIBOR for the applicable accrual period will be the Reference Bank Rate. If no such quotations can be obtained and no Reference Bank Rate is available, One-Month LIBOR will be the One-Month LIBOR applicable to the preceding accrual period.  One-Month LIBOR for the initial interest accrual period will be approximately 5.61875% with regard to the Class A-3 Certificates and Class A-4 Certificates.

The Reference Bank Rate with respect to any accrual period, means the arithmetic mean, rounded upwards, if necessary, to the nearest whole multiple of 0.03125%, of the offered rates for United States dollar deposits for one month that are quoted by the Reference Banks, as described below, as of 11:00 a.m., New York City time, on the related interest determination date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of all classes of offered certificates bearing interest at an adjustable rate for such accrual period, provided that at least two such Reference Banks provide such rate. If fewer than two offered rates appear, the Reference Bank Rate will be the arithmetic mean, rounded upwards, if necessary, to the nearest whole multiple of 0.03125%, of the rates quoted by one or more major banks in New York City, selected by the trustee, as of 11:00 a.m., New York City time, on such date for loans in U.S. dollars to leading European banks for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of all classes of offered certificates bearing interest at an adjustable rate for such accrual period. As used in this section, “LIBOR Business Day” means a day on which banks are open for dealing in foreign currency and exchange in London and New York City; and “Reference Banks” means leading banks selected by the trustee and engaged in transactions in Eurodollar deposits in the international Eurocurrency market:

·        with an established place of business in London,

·        which have been designated as such by the trustee and

·        which are not controlling, controlled by, or under common control with, the depositor, the sponsor, the servicers or the master servicer.

The establishment of One-Month LIBOR on each interest determination date by the trustee and the trustee’s calculation of the rate of interest applicable to the classes of offered certificates bearing interest at an adjustable rate for the related accrual period will, in the absence of manifest error, be final and binding.

Distributions on the Certificates

General. On each distribution date, the trustee will make distributions on the certificates to the persons in whose names such certificates are registered at the related record date.

The trustee will make distributions on each distribution date by wire transfer in immediately available funds to the account of a certificateholder at a bank or other depository institution having appropriate wire transfer facilities as instructed by a certificateholder in writing in accordance with the Pooling and Servicing Agreement. If no such instructions are given to the trustee, then the trustee will make such distributions by check mailed to the address of the person entitled thereto as it appears on the certificate register; provided, however, that the final distribution in retirement of the certificates will be made only upon presentation and surrender of such certificates at the offices of the trustee designated for such purposes. As of the closing date, the trustee designates its offices located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust Services/BSABS I 2007-AC6 for purposes of surrender, transfer and exchange. On each distribution date, a holder of a certificate will receive such holder’s percentage interest of the amounts required to be distributed with respect to the applicable class of certificates. The percentage interest evidenced by a certificate will equal the percentage derived by dividing the denomination of such certificate by the aggregate denominations of all certificates of the applicable class.

(A)On each distribution date the trustee will withdraw Available Funds from the Distribution Account for such distribution date and such amounts will be distributed to the certificates in the following manner and priority:

first, to the senior certificates (other than the Class PO Certificates), on a pro rata basis, based on the respective amounts of accrued interest due on such certificates, the Accrued Certificate Interest on such classes for such distribution date, and then any Accrued Certificate Interest thereon remaining undistributed from previous distribution dates; and

second, to the Class R Certificates, the Senior Principal Distribution Amount, in reduction of the Certificate Principal Balance thereof, until the Certificate Principal Balance thereof has been reduced to zero;

third, to the Class A-1 Certificates and Class A-2 Certificates and each group of Exchanged Certificates in a Combination Group (as further allocated under “Description of the Certificates – Distributions on the Exchanged Certificates” below), on a pro rata basis, the Senior Principal Distribution Amount, in reduction of the aggregate Certificate Principal Balances thereof, until the aggregate Certificate Principal Balances thereof have been reduced to zero;

fourth, to the Class PO Certificates, the Class PO Certificate Principal Distribution Amount for such distribution date to the extent of the remaining Available Funds, until the Certificate Principal Balance thereof has been reduced to zero; and

fifth, to the Class PO Certificates, the Class PO Certificate Deferred Payment Writedown Amount, provided, that (i) on any distribution date, distributions pursuant to this priority fifth shall not exceed the excess, if any, of (x) Available Funds remaining after giving effect to distributions pursuant to priority first through fourth above over (y) the sum of the amount of Accrued Certificate Interest for such distribution date and Accrued Certificate Interest remaining undistributed from previous distribution dates on all classes of subordinate certificates then outstanding, (ii) such distributions shall not reduce the Certificate Principal Balance of the Class PO Certificates and (iii) no distribution will be made in respect of the Class PO Certificate Deferred Payment Writedown Amount on or after the Cross-Over Date.

(B)On each distribution date on or prior to the Cross-Over Date, an amount equal to the sum of the remaining Available Funds after the distributions in (A) above will be distributed sequentially, in the following order, to the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, respectively, in each case up to an amount equal to and in the following order: (a) the Accrued Certificate Interest thereon for such distribution date, (b) any Accrued Certificate Interest thereon remaining undistributed from previous distribution dates and (c) such Class’s Allocable Share, if any, for such distribution date, in each case, to the extent of the sum of the remaining Available Funds.

(C)If, after distributions have been made pursuant to priority first of clause (A) above on any distribution date, the remaining Available Funds is less than the sum of the Senior Principal Distribution Amount and Class PO Certificate Principal Distribution Amount, such amounts shall be reduced, and such remaining funds will be distributed to the senior certificates (other than the Interest Only Certificates) on the basis of such reduced amounts. Notwithstanding any reduction in principal distributable to the Class PO Certificates pursuant to this paragraph, the Certificate Principal Balance of the Class PO Certificates shall be reduced not only by principal so distributed but also by the difference between (i) principal distributable to the Class PO Certificates in accordance with priority fourth of clause (A) above, and (ii) principal actually distributed to the Class PO Certificates after giving effect to this paragraph (such difference for the Class PO Certificates, the “Class PO Certificate Cash Shortfall”). The Class PO Certificate Cash Shortfall for the Class PO Certificates with respect to any distribution date will be added to the Class PO Certificate Deferred Payment Writedown Amount.

On each distribution date, any Available Funds remaining after payment of interest and principal to the classes of certificates entitled thereto, as described above, will be distributed to the Class R Certificates. It is not anticipated that there will be any significant amounts remaining for such distribution.

On each distribution date, all amounts representing prepayment charges in respect of the mortgage loans received during the related prepayment period will be withdrawn from the Distribution Account and distributed to the Class P Certificates and shall not be available for distribution to the holders of any other class of certificates. The payment of such prepayment charges shall not reduce the Certificate Principal Balance of the Class P Certificates.

The definition of Senior Principal Distribution Amount allocates the entire amount of prepayments and certain other unscheduled recoveries of principal with respect to the mortgage loans (other than the PO Percentage thereof with respect to the Discount Mortgage Loans) based on the Senior Prepayment Percentage, rather than the Senior Percentage, which is the allocation concept used for scheduled payments of principal. While the Senior Percentage allocates scheduled payments of principal between the senior certificates (other than the Class X Certificates and Class PO Certificates) and the percentage interest evidenced by the subordinate certificates on a pro rata basis, the Senior Prepayment Percentage allocates 100% of the unscheduled principal collections to the senior certificates for the first five years after the closing date with a reduced but still disproportionate percentage of unscheduled principal collections being allocated to the senior certificates (other than the Class X Certificates and Class PO Certificates) over an additional four year period (subject to certain loss and delinquency tests being met). This disproportionate allocation of unscheduled principal collections will have the effect of accelerating the amortization of the senior certificates (other than the Class X Certificates and Class PO Certificates) while, in the absence of Realized Losses, increasing the respective percentage interest in the Stated Principal Balance of the mortgage loans evidenced by the subordinate certificates. Increasing the respective percentage interest of the subordinate certificates relative to that of the senior certificates is intended to preserve the availability of the subordination provided by the subordinate certificates.

For purposes of all principal distributions described above and for calculating the applicable Subordinate Optimal Principal Amount, Subordinate Percentage and Subordinate Prepayment Percentage, the applicable Certificate Principal Balance for any distribution date shall be determined before the allocation of losses on the mortgage loans in the mortgage pool to be made on such distribution date as described under “—Allocation of Losses” below.

Realized Losses on the mortgage loans will reduce the Accrued Certificate Interest payable to the certificates on a distribution date; provided, however, that prior to the date on which the aggregate Certificate Principal Balance of the subordinate certificates has been reduced to zero, the interest portion of Realized Losses will be allocated sequentially to the subordinate certificates, beginning with the class of subordinate certificates with the highest numerical class designation, and will not reduce the accrued interest on the senior certificates. Once the aggregate Certificate Principal Balance of the subordinate certificates has been reduced to zero the interest portion of Realized Losses will be allocated to the senior certificates (other than the Interest Only Certificates and Class PO Certificates), pro rata based on the amount of Accrued Certificate Interest otherwise payable to such certificates.

Net Interest Shortfalls on the mortgage loans will be allocated among the holders of each class of senior certificates (other than the Class PO Certificates) and Subordinate Certificates, on a pro rata basis, in proportion to the respective amounts of Accrued Certificate Interest for that distribution date that would have been allocated thereto in the absence of such Net Interest Shortfalls for such distribution date. In addition, the amount of any interest shortfalls with respect to the mortgage loans will constitute unpaid Accrued Certificate Interest and will be distributable to holders of the related certificates entitled to such amounts on subsequent distribution dates, to the extent of the Available Funds remaining after current interest distributions as described in this prospectus supplement. Any such amounts so carried forward will not bear interest. Any interest shortfalls will not be offset by a reduction in the servicing compensation of the Servicers or otherwise, except to the limited extent described in this prospectus supplement with respect to Prepayment Interest Shortfalls. The interest portion of Realized Losses on the mortgage loans will be allocated first to the Subordinate Certificates, and after the Cross-Over Date, to the senior certificates, in each case on a pro rata basis, in proportion to the amount of Accrued Certificate Interest that would have been allocated thereto in the absence of such Realized Losses.

Distributions on the Exchanged Certificates

In the event that the Exchangeable Certificates or Exchanged Certificates are exchanged for their related Exchanged Certificates or Exchangeable Certificates within a Combination Group, such Exchanged Certificates or Exchangeable Certificates received in such exchange will be entitled to a proportionate share of the principal distributions of the Exchangeable Certificates or Exchanged Certificates relinquished therefor. Such Exchanged Certificates or Exchangeable Certificates will also be entitled to the interest accrued on, and amounts payable in respect of certain interest shortfalls to, the Exchangeable Certificates or Exchangeable Certificates relinquished therefor.  In addition, the Exchanged Certificates or Exchangeable Certificates will bear a proportionate share of losses and interest shortfalls allocable to the Exchangeable Certificates or Exchanged Certificates received therefor in the related Combination Group.

On each distribution date, holders of each class of Exchanged Certificates of a Combination Group will be entitled to receive interest distributions in an amount equal to the Accrued Certificate Interest on that class on each distribution date based on the pass-through rate as described in this prospectus supplement.

On each distribution date, principal allocable to the Exchanged Certificates of a Combination Group will be distributed in the following order of priority:

(A)           Combination Group I. To the Class A-3 Certificates and Class A-4 Certificates, concurrently, on a pro rata basis, until the Certificate Principal Balances thereof are reduced to zero; or

(B)           Combination Group II. To the Class A-5, Class A-6 and Class A-7 Certificates in the following order of priority:

(a) to the Class A-7 Certificates, the Priority Amount, until its Certificate Principal Balance is reduced to zero;

(b) sequentially, to the Class A-5 Certificates and Class A-6 Certificates, in that order, in each case, until their respective Certificate Principal Balances are reduced to zero; and

(c) to the Class A-7 Certificates, without regard to the Priority Amount, until its Certificate Principal Balance is reduced to zero.

Distributions on the Subordinate Certificates

Distributions in reduction of the Certificate Principal Balances of the subordinate certificates will be made pursuant to priority (c) of clause (B) under “—Distributions on the Certificates.” In accordance with such priority, the Available Funds, if any, remaining after distributions of principal and interest on the class or classes of senior certificates on such distribution date will be allocated to the subordinate certificates in an amount equal to each such class’s Allocable Share for such distribution date, provided that no distribution of principal will be made on any such class until all classes ranking prior thereto have received distributions of interest and principal, and such class has received distributions of interest, on such distribution date.

All unscheduled principal collections on the mortgage loans (other than the PO Percentage thereof with respect to the Discount Mortgage Loans) not otherwise distributable to the senior certificates (other than the related Interest Only Certificates) will be allocated on a pro rata basis among the class of subordinate certificates with the highest payment priority then outstanding and each other class of subordinate certificates for which certain loss levels established for such class in the Pooling and Servicing Agreement have not been exceeded. The related loss level on any distribution date would be satisfied as to any Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Certificates, respectively, only if the sum of the current percentage interests in the mortgage loans (other than the PO Percentage thereof with respect to the Discount Mortgage Loans) evidenced by such class and each class, if any, subordinate thereto were at least equal to the sum of the initial percentage interests in the mortgage loans evidenced by such class and each class, if any, subordinate thereto.

As stated above, during the first five years after the closing date, the entire amount of any prepayments and certain other unscheduled recoveries of principal with respect to the mortgage loans (other than the PO Percentage thereof with respect to the Discount Mortgage Loans) will be allocated to the senior certificates (other than the Class X Certificates and Class PO Certificates), with such allocation to be subject to further reduction over an additional four year period thereafter, as described in this prospectus supplement, subject to certain loss and delinquency tests being satisfied. In addition, if on any distribution date, the percentage, the numerator of which is the aggregate Certificate Principal Balance of the senior certificates (other than the Class X Certificates and Class PO Certificates) immediately preceding such distribution date, and the denominator of which is the aggregate Stated Principal Balance of the mortgage loans (other than the PO Percentage thereof with respect to the Discount Mortgage Loans) as of the beginning of the related Due Period exceeds such percentage as of the cut-off date, then the Senior Prepayment Percentage for such senior certificates will equal 100%.

Table of Fees and Expenses

The following table indicates the fees and expenses to be paid from the cash flows from the mortgage loans and other assets of the issuing entity, while the offered certificates are outstanding.

All fee rates are expressed in percentages, at an annualized rate, applied to the outstanding aggregate principal balance of the mortgage loans.

Item	Fee Rate	Paid From
Servicing Fee(1)(2)	0.250% per annum	mortgage loan collections
Trustee Fee(1)(3)(4)	0.020% per annum	mortgage loan collections

⁽¹⁾    The servicing fee and the trustee fee are paid on a first priority basis from collections on the mortgage loans, prior to distributions to certificateholders.

⁽²⁾   The servicing fee will be equal to 1/12th of the servicing fee rate multiplied by the Stated Principal Balance of each mortgage loan serviced by the related servicer as of the due date in the month preceding the month in which such distribution date occurs.

⁽³⁾   The trustee fee includes the trustee, the paying agent and certificate registrar fees and Wells Fargo’s fee in its capacity as custodian.  The trustee performs each of these functions. The trustee is also entitled to receive any amounts earned on permitted investments in the Distribution Account.

⁽⁴⁾   The trustee fee will be equal to 1/12th of the trustee fee rate multiplied by the aggregate Stated Principal Balance of the mortgage loans as of the due date in the month preceding the month in which such distribution date occurs.

Allocation of Losses

Realized Losses with respect to any mortgage loan will be allocated on a pro rata basis between the PO Percentage of the Stated Principal Balance of such mortgage loan and the Non-PO Percentage of such Stated Principal Balance.

On each distribution date, the PO Percentage of the principal portion of any Realized Loss on a Discount Mortgage Loan and any Class PO Certificate Cash Shortfall, subject to any amounts available to cover such Realized Losses or any Class PO Certificate Cash Shortfall through the operation of the Subordinate Certificate Writedown Amount as described in this paragraph, will be allocated to the Class PO Certificates until the Certificate Principal Balance of the Class PO Certificates is reduced to zero and the remainder of such Realized Losses will be allocated as described in the following paragraph below. With respect to any distribution date through the Cross-Over Date, the aggregate of all amounts so allocable to the Class PO Certificates on such date in respect of any Realized Losses and any Class PO Certificate Cash Shortfalls and all amounts previously allocated in respect of such Realized Losses or Class PO Certificate Cash Shortfalls and not distributed on prior distribution dates will be the “Class PO Certificate Deferred Amount.” To the extent funds are available therefor on any distribution date through the Cross-Over Date, distributions in respect of the Class PO Certificate Deferred Amount for the Class PO Certificates will be made in accordance with priority fifth of clause (A) under “—Distributions on the Certificates” above. No interest will accrue on the Class PO Certificate Deferred Amount. On each distribution date through the Cross-Over Date, the Certificate Principal Balance of the lowest ranking class of subordinate certificates then outstanding will be reduced by the amount of any distributions in respect of any Class PO Certificate Deferred Amount on such distribution date in accordance with the priorities set forth above, through the operation of the Subordinate Certificate Writedown Amount. After the Cross-Over Date, no more distributions will be made in respect of, and applicable Realized Losses and Class PO Certificate Cash Shortfalls allocable to the Class PO Certificates will not be added to, the Class PO Certificate Deferred Amount.

The Non-PO Percentage of the principal portion of Realized Losses on the mortgage loans will be allocated on any distribution date as follows: first, to the Class B-6 Certificates; second, to the Class B-5 Certificates; third, to the Class B-4 Certificates; fourth, to the Class B-3 Certificates; fifth, to the Class B-2 Certificates; and sixth, to the Class B-1 Certificates, in each case until the Certificate Principal Balance of such class has been reduced to zero. Thereafter, the Non-PO Percentage of principal portion of Realized Losses on the mortgage loans will be allocated on any distribution date to the outstanding class or classes of senior certificates (other than the Interest Only Certificates and Class PO Certificates), pro rata, based upon their respective Certificate Principal Balances; provided, however, that the amount of any Realized Losses otherwise allocable to the Class A-1 Certificates will be allocated to the Class A-2 Certificates, until the Certificate Principal Balance of that class has been reduced to zero, and then to the Class A-1 Certificates.

No reduction of the Certificate Principal Balance of any class of senior certificates (other than the related Interest Only Certificates) will be made on any distribution date on account of Realized Losses to the extent that such reduction would have the effect of reducing the aggregate Certificate Principal Balance of all of the classes of senior certificates (other than the related Interest Only Certificates) as of such distribution date to an amount less than the aggregate Stated Principal Balance of the mortgage loans as of the related due date. This limitation is referred to in this prospectus supplement as the Loss Allocation Limitation.

In the event that the related servicer or the master servicer receives any Subsequent Recoveries in respect of the mortgage loans, such Subsequent Recoveries will be included as a part of the Interest Funds or Principal Funds, as the case may be, for the related distribution date and distributed in accordance with the priorities described under “Description of the Certificates—Distributions on the Certificates” in this prospectus supplement, and the Certificate Principal Balance of each class of subordinate certificates that has been reduced by the allocation of a Realized Loss to such certificate will be increased, in order of seniority, by the amount of such Subsequent Recoveries. Holders of such certificates will not be entitled to any payment in respect of current interest on the amount of such increases for any interest accrual period preceding the distribution date on which such increase occurs.

Reports to Certificateholders

On each distribution date, the trustee will make available to each certificateholder, the master servicer and the depositor a statement generally setting forth, among other information:

1.           the applicable record dates, accrual periods, determination dates for calculating distributions and general distribution dates;

2.           the total cash flows received and the general sources thereof;

3.           the amount, if any, of fees or expenses accrued and paid, with an identification of the payee and the general purpose of such fees;

4.           the amount of the related distribution to holders of the offered certificates (other than the Class X Certificates) (by class) allocable to principal, separately identifying (A) the aggregate amount of any principal prepayments included therein and (B) the aggregate of all scheduled payments of principal included therein;

5.           the Certificate Principal Balance of the offered certificates (other than the Class X Certificates) and the Notional Amount of the Class X Certificates before and after giving effect to the distribution of principal and allocation of Realized Loss Amounts on such distribution date;

6.           the number and Stated Principal Balance of all the mortgage loans for the following distribution date, together with updated pool composition information;

7.           the Pass-Through Rate for each class of offered certificates for such distribution date;

8.           the aggregate amount of advances included in the distributions on the distribution date (including the general purpose of such advances), the aggregate amount of unreimbursed advances as of the end of the Due Period, and the general source of funds for reimbursements;

9.           the total number and principal balance of any mortgage loans that have been modified in the previous twelve distribution dates (beginning with the cut-off date);

10.           the total number and principal balance of any mortgage loans that have been repurchased and substituted in the previous twelve distribution dates;

11.           the number and aggregate Stated Principal Balance of the mortgage loans, using the OTS method of calculation (A) delinquent, exclusive of mortgage loans in foreclosure, (1) 30 days delinquent, (2) 60 days delinquent and (3) 90 days or more delinquent, and (B) in foreclosure and delinquent (1) 30 days delinquent, (2) 60 days delinquent and (3) 90 days or more delinquent, in each case as of the close of business on the last day of the calendar month preceding such distribution date;

12.           with respect to any mortgage loan that was liquidated during the preceding calendar month, the aggregate Stated Principal Balance of, and Realized Loss on, such mortgage loans as of the end of the related Due Period;

13.           information on loss, delinquency or other tests used for determining early amortization, liquidation, stepdowns or other performance triggers as more completely described in this prospectus supplement and whether the trigger was met;

14.           the total number and principal balance of any real estate owned, or REO, properties as of the end of the related Due Period;

15.           the cumulative Realized Losses through the end of the preceding month;

16.           the three-month rolling average of the percent equivalent of a fraction, the numerator of which is the aggregate Stated Principal Balance of the mortgage loans that are 60 days or more delinquent or are in bankruptcy or foreclosure or are REO properties, and the denominator of which is the Stated Principal Balances of all of the mortgage loans;

17.           unless otherwise set forth in the Form 10-D relating to such distribution date, material modifications, extensions or waivers to pool asset terms, fees, penalties or payments during the distribution period or that have become material over time;

18.           unless otherwise set forth in the Form 10-D relating to such distribution date, material breaches of pool asset representation or warranties or transaction covenants which have been reported to the trustee in accordance with the Pooling and Servicing Agreement or the related servicing agreement; and

19.           the amount of the prepayment charges remitted by the servicers.

The trustee will make the monthly statement and, at its option, any additional files containing the same information in an alternative format, available each month to certificateholders via the trustee’s internet website at www.ctslink.com. Assistance in using the trustee’s website service can be obtained by calling the trustee’s customer service desk at (866) 846-4526. Parties that are unable to use the above distribution options 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 may change the way monthly statements are distributed in order to make such distributions more convenient or more accessible to the above parties.

So long as the issuing entity is required to file reports under the Exchange Act, these monthly statements will be made available as described below under “Available Information” in this prospectus supplement.

If the issuing entity is no longer required to file reports under the Exchange Act, periodic distribution reports will be posted on the trustee’s website referenced below under “Available Information”.  Annual reports of assessment of compliance with the AB Servicing Criteria, attestation reports, and statements of compliance will be provided to registered holders of the certificates upon request free of charge.  See “Servicing of the Mortgage Loans — Evidence as to Compliance” and “Description of the Certificates — Reports to Certificateholders.”

The annual reports on Form 10-K, the distribution reports on Form 10-D, certain current reports on Form 8-K and amendments to those reports filed or furnished with respect to the issuing entity pursuant to section 13(a) or 15(d) of the Exchange Act will be made available on the website of the trustee promptly after such material is electronically filed with, or furnished to, the SEC.

In addition, within a reasonable period of time after the end of each calendar year, the trustee will prepare and make available to each certificateholder of record during the previous calendar year a statement containing information necessary to enable certificateholders to prepare their tax returns. Such statements will not have been examined and reported upon by an independent public accountant.

Amendment

The Pooling and Servicing Agreement may be amended by the depositor, the master servicer, the sponsor and the trustee, without the consent of certificateholders,

·        to cure any ambiguity,

·        to correct or supplement any provision therein,

·        to conform to the language in the prospectus supplement,

·        to comply with any changes in the Internal Revenue Code of 1986,

·        to revise any provisions to reflect the obligations of the parties to the Pooling and Servicing Agreement as they relate to Regulation AB, or

·        to change the manner in which the Protected Account or Distribution Account is maintained or to make any other revisions with respect to matters or questions arising under the Pooling and Servicing Agreement which are not inconsistent with the provisions thereof;

provided that such action will not adversely affect in any material respect the interests of any certificateholder. An amendment will be deemed not to adversely affect in any material respect the interests of the certificateholders if the person requesting such amendment obtains a letter from each rating agency stating that such amendment will not result in the downgrading or withdrawal of the respective ratings then assigned to any class of certificates.

In addition, the Pooling and Servicing Agreement may be amended without the consent of certificateholders to modify, eliminate or add to any of its provisions to such extent as may be necessary to maintain the qualification of the issuing entity’s REMIC elections, provided that the trustee has received an opinion of counsel to the effect that such action is necessary or helpful to maintain such qualification. In addition, the Pooling and Servicing Agreement may be amended by the depositor, the master servicer, the sponsor and the trustee with the consent of the holders of the certificates evidencing over 50% of the voting rights of the certificates or, if applicable, holders of each class of certificates affected thereby evidencing over 50% of the voting rights of such class or classes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the certificateholders; provided, however, that no such amendment may:

1.     reduce in any manner the amount of, or delay the timing of, payments required to be distributed on any certificate without the consent of the holder of such certificate;

2.     cause any REMIC to fail to qualify as a REMIC for federal tax purposes; or

3.     reduce the aforesaid percentage of aggregate outstanding principal amounts of certificates of each class, the holders of which are required to consent to any such amendment, without the consent of the holders of all certificates of such class.

The trustee will not be entitled to consent to any amendment to the Pooling and Servicing Agreement without having first received an opinion of counsel to the effect that such amendment is permitted under the terms of the Pooling and Servicing Agreement and will not cause the issuing entity’s REMIC elections to fail to qualify for REMIC status for federal tax purposes.

Voting Rights

As of any date of determination,

·        holders of the Class A Certificates and Class B Certificates will be allocated 96.50% of all voting rights, allocated among such classes of certificates in proportion to their respective outstanding Certificate Principal Balances, and

·        holders of each class of Class X, Class PO and Class P Certificates will be allocated 1% of all voting rights, and

·        holders of the residual certificates will be allocated 0.50% of all voting rights.

Voting rights will be allocated among the certificates of each such class in accordance with their respective percentage interests.

Optional Termination

The depositor or its designee will have the right to purchase all remaining mortgage loans and REO properties and thereby effect early retirement of all the certificates, subject to the Stated Principal Balance of the mortgage loans and REO properties at the time of repurchase being less than or equal to 10% of the aggregate Stated Principal Balance of the mortgage loans as of the cut-off date. We refer to such date as the optional termination date. In the event that the depositor or its designee exercises such option, it will effect such repurchase at a price equal to the sum of:

·        100% of the Stated Principal Balance of each mortgage loan, other than in respect of REO property, plus accrued interest thereon at the applicable mortgage rate,

·        the appraised value of any REO property, up to the Stated Principal Balance of the related mortgage loan, and

·        any unreimbursed out-of-pocket costs and expenses of the trustee, any servicer or the master servicer and the principal portion of any unreimbursed advances previously incurred by the related servicer in the performance of its servicing obligations.

Proceeds from such purchase will be distributed to the certificateholders in the priority described above in “Description of the Certificates — Distributions on the Certificates.” In the event that the purchase price to be paid by the depositor or its designee is based in part on the appraised value of any REO property and such appraised value is less than the Stated Principal Balance of the related mortgage loan, the proceeds may not be sufficient to distribute the full amount to which each class of certificates is entitled. In such event, the amount of the difference between the appraised value of such REO property and the Stated Principal Balance of the related mortgage loan will constitute a Realized Loss which will be allocated to the offered certificates as described under “Description of the Certificates — Allocation of Losses”. Any purchase of the mortgage loans and REO properties will result in an early retirement of the certificates.

Transfer of Servicing

Each servicer and the master servicer may sell and assign its rights and delegate its duties and obligations in its entirety as a servicer or master servicer, as applicable, under the Pooling and Servicing Agreement or the related servicing agreement; provided, however, that:  (i) the purchaser or transferee accepting such assignment and delegation (a) will be a person (or an affiliate thereof the primary business of which is the servicing of conventional residential mortgage loans) which will be qualified to service mortgage loans for Fannie Mae or Freddie Mac; (b) will have a net worth of not less than $15,000,000 (unless otherwise approved by each rating agency pursuant to clause (ii) below); (c) will be reasonably satisfactory to the trustee (as evidenced in a writing signed by the trustee); and (d) will execute and deliver to the trustee an agreement, in form and substance reasonably satisfactory to the trustee, which contains an assumption by such person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer or servicer under the Pooling and Servicing Agreement or the related servicing agreement, as applicable, and any custodial agreement from and after the effective date of such agreement; (ii) each rating agency will be given prior written notice of the identity of the proposed successor to such servicer or master servicer and each rating agency’s rating of the certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to such servicer and the trustee; and (iii) the master servicer or servicer assigning and selling the servicing will deliver to the trustee an officer’s certificate and an opinion of counsel addressed to the trustee, each stating that all conditions precedent to such action under the Pooling and Servicing Agreement or the related servicing agreement, as applicable, have been completed and such action is permitted by and complies with the terms of the Pooling and Servicing Agreement or the related servicing agreement, as applicable. No such assignment or delegation will affect any liability of the master servicer or such servicer arising prior to the effective date thereof.

Optional Purchase of Certain Loans

As to any mortgage loan which as of the first day of a Fiscal Quarter is delinquent in payment by 90 days or more, EMC will have the right, but not the obligation, to purchase such mortgage loan at a price equal to 100% of the Stated Principal Balance thereof plus accrued interest thereon at the applicable mortgage rate, from the date through which interest was last paid by the related mortgagor or advanced to the first day of the month in which such amount is to be distributed; provided that such mortgage loan is still delinquent in payment by 90 days or more as of the date of such purchase and provided further, that this limited purchase option, if not theretofore exercised, will terminate on the date prior to the last day of such Fiscal Quarter. Such option, if not exercised, will not thereafter be reinstated as to any such mortgage loan unless the delinquency is cured and the mortgage loan thereafter again becomes delinquent in payment 90 days or more. In that event, the option will again become exercisable on the first date of the subsequent Fiscal Quarter.

In addition, EMC will have the right, but not the obligation, to purchase any mortgage loan from the issuing entity for which (i) the initial scheduled payment due to the sponsor or (ii) the initial scheduled payment due to the issuing entity becomes thirty days past delinquent; provided, however, such optional purchase shall be exercised no later than the 270th day after such mortgage loan is subject to such optional repurchase. Such purchase shall be made at a price equal to 100% of the Stated Principal Balance thereof plus accrued interest thereon at the applicable mortgage rate, from the date through which interest was last paid by the related mortgagor or advanced to the first day of the month in which such amount is to be distributed.

These optional purchase rights described above may be assigned by EMC to a third party, including a holder of a class of certificates. Investors should note that the removal of any such mortgage loan from the issuing entity may affect the loss and delinquency tests which determine the distributions to the certificates, which may adversely affect the market value of the certificates.

Events of Default

Events of default with respect to the master servicer under the Pooling and Servicing Agreement include:

·        any failure by the master servicer to remit to the trustee any amount received or collected by it with respect to the mortgage loans, required to be made by the master servicer under the terms of the Pooling and Servicing Agreement, which continues unremedied for one business day after written notice of such failure will have been given to the master servicer by the trustee or the depositor, or to the master servicer and the trustee by the holders of certificates evidencing not less than 25% of the voting rights evidenced by the certificates;

·        any failure by the master servicer to observe or perform in any material respect any other of its covenants or agreements, or any breach of a representation or warranty made by the master servicer in the Pooling and Servicing Agreement, which continues unremedied for 60 days after the giving of written notice of such failure to the master servicer by the trustee or the depositor, or to the master servicer and the trustee by the holders of certificates evidencing not less than 25% of the voting rights evidenced by the certificates; or

·        insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, and certain actions by or on behalf of the master servicer indicating its insolvency or inability to pay its obligations.

Rights Upon Event of Default

So long as an event of default under the Pooling and Servicing Agreement with respect to the master servicer remains unremedied, the trustee will, but only upon the receipt of written instructions from the holders of certificates having not less than 25% of the voting rights evidenced by the certificates in the case of any event of default described in the first three bullet points above, terminate all of the rights and obligations of the master servicer under the Pooling and Servicing Agreement and in and to the mortgage loans, whereupon the trustee will, except as described below, automatically succeed, after a transition period not exceeding 90 days, to all of the responsibilities and duties of the master servicer under the Pooling and Servicing Agreement; provided, however, that the trustee in its capacity of successor master servicer will be responsible for making any advances required to be made by the master servicer immediately upon termination of the predecessor master servicer, and any such advance will be made on the distribution date on which such advance was required to be made by the predecessor master servicer; provided further, that the trustee will have no obligation whatsoever with respect to any liability incurred by the master servicer at or prior to the time of receipt by the master servicer of such notice of termination. As compensation therefor, the trustee will be entitled to all compensation which the master servicer would have been entitled to retain if the master servicer had continued to act as such, except for those amounts due the master servicer as reimbursement for advances previously made or expenses previously incurred. Notwithstanding the above, the trustee may, if it will be unwilling so to act, or will, if it is legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution which is a Fannie Mae or Freddie Mac approved servicer as the successor to the master servicer under the Pooling and Servicing Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the master servicer under the Pooling and Servicing Agreement. Pending appointment of a successor to the master servicer under the Pooling and Servicing Agreement, the trustee will act in such capacity as provided under the Pooling and Servicing Agreement. In connection with such appointment and assumption, the trustee may make such arrangements for the compensation of such successor out of payments on mortgage loans as it and such successor will agree; provided, however, that no such compensation will be in excess of that permitted the master servicer as provided above. No assurance can be given that termination of the rights and obligations of the master servicer under the Pooling and Servicing Agreement would not adversely affect the servicing of the mortgage loans, including the delinquency experience of the mortgage loans. The costs and expenses of the trustee in connection with the termination of the master servicer, appointment of a successor master servicer and the transfer of servicing, if applicable, to the extent not paid by the terminated master servicer, will be paid by the issuing entity.

No certificateholder, solely by virtue of such holder’s status as a certificateholder, will have any right under the Pooling and Servicing Agreement to institute any proceeding with respect thereto, unless such holder previously has given to the trustee written notice of the continuation of an event of default and unless the holders of certificates having not less than 25% of the voting rights evidenced by the certificates have made written request to the trustee to institute such proceeding in its own name as trustee thereunder and have offered to the trustee reasonable indemnity and the trustee for 60 days has neglected or refused to institute any such proceeding.

The Trustee

Wells Fargo Bank, N.A. (“Wells Fargo Bank”) will act as trustee under the Pooling and Servicing Agreement. Wells Fargo Bank is a national banking association and a wholly-owned subsidiary of Wells Fargo & Company.  A diversified financial services company with approximately $540 billion in assets and 158,000+ employees as of June 30, 2007, Wells Fargo & Company is a U.S. bank holding company, providing banking, insurance, trust, mortgage and consumer finance services throughout the United States and internationally.  Wells Fargo Bank provides retail and commercial banking services and corporate trust, custody, securities lending, securities transfer, cash management, investment management and other financial and fiduciary services.   The depositor and the sponsor may maintain banking and other commercial relationships with Wells Fargo Bank and its affiliates.  Wells Fargo Bank maintains principal corporate trust offices located at 9062 Old Annapolis Road, Columbia, Maryland 21045-1951 (among other locations), and its office for certificate transfer services is located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479.

Wells Fargo Bank's assessment of compliance with applicable servicing criteria relating to its provision of master servicing, trustee, securities administration and paying agent services for the twelve months ended December 31, 2006, furnished pursuant to Item 1122 of Regulation AB, discloses that it was not in compliance with the 1122(d)(3)(i) servicing criteria during that reporting period.  The assessment of compliance indicates that certain monthly investor or remittance reports included errors in the calculation and/or the reporting of delinquencies for the related pool assets, which errors may or may not have been material, and that all such errors were the result of data processing errors and/or the mistaken interpretation of data provided by other parties participating in the servicing function.  The assessment further states that all necessary adjustments to Wells Fargo Bank's data processing systems and/or interpretive clarifications have been made to correct those errors and to remedy related procedures.

Wells Fargo Bank serves or may have served within the past two years as loan file custodian for various mortgage loans owned by the sponsor or an affiliate of the sponsor and anticipates that one or more of those mortgage loans may be included in the issuing entity.  The terms of any custodial agreement under which those services are provided by Wells Fargo Bank are customary for the mortgage-backed securitization industry and provide for the delivery, receipt, review and safekeeping of mortgage loan files.

Wells Fargo Bank serves or may have served within the past two years as warehouse master servicer for various mortgage loans owned by the sponsor or an affiliate of the sponsor and anticipates that one or more of those mortgage loans may be included in the issuing entity.  The terms of the warehouse master servicing agreement under which those services are provided by Wells Fargo Bank are customary for the mortgage-backed securitization industry.

Wells Fargo Bank has provided corporate trust services since 1934.  Wells Fargo Bank acts as a trustee for a variety of transactions and asset types, including corporate and municipal bonds, mortgage-backed and asset-backed securities and collateralized debt obligations.  As of June 30, 2007, Wells Fargo Bank was acting as trustee on approximately 1,615 series of residential mortgage-backed securities with an aggregate principal balance of approximately $346,844,000,000.

Under the terms of the Pooling and Servicing Agreement, Wells Fargo Bank is responsible for duties which includes pool performance calculations, distribution calculations and the preparation of monthly distribution reports. As trustee, Wells Fargo Bank is responsible for the preparation and filing of all REMIC tax returns on behalf of the REMICs and the preparation of monthly reports on Form 10-D, certain current reports on Form 8-K and annual reports on Form 10-K that are required to be filed with the Securities and Exchange Commission on behalf of the issuing entity.

Using information set forth in this prospectus supplement, the trustee will recreate the cashflow model for the issuing entity based solely on the information received from the depositor. Based on the monthly loan information provided by the master servicer, the trustee will calculate the amount of principal and interest to be paid to each class of certificates on each distribution date. In accordance with the cashflow model and based on the monthly loan information provided by the master servicer, the trustee will perform distribution calculations, remit distributions on the distribution date to certificateholders and prepare a monthly statement to certificateholders detailing the payments received and the activity on the mortgage loans during the Due Period as described under “Description of the Certificates” and “Reports to Certificateholders”. In performing these obligations, the trustee will be able to conclusively rely on the information provided to it by the master servicer, and the trustee will not be required to recompute, recalculate or verify the information provided to it by the master servicer.

The trustee may resign at any time, in which event the depositor will be obligated to appoint a successor trustee. The depositor may also remove the trustee if the trustee ceases to be eligible to continue as such under the Pooling and Servicing Agreement or if the trustee becomes incapable of acting, bankrupt, insolvent or if a receiver or public officer takes charge of the trustee or its property. Upon such resignation or removal of the trustee, the depositor will be entitled to appoint a successor trustee. The trustee may also be removed at any time by the holders of certificates evidencing ownership of over 50% of the issuing entity. In the event that the certificateholders remove the trustee, the compensation of any successor trustee will be paid by the certificateholders to the extent that such compensation exceeds the amount agreed to by the depositor and the trustee. Any resignation or removal of the trustee and appointment of a successor trustee will not become effective until acceptance of the appointment by the successor trustee.

The trustee undertakes to perform such duties and only such duties as are specifically set forth in the Pooling and Servicing Agreement as duties of the trustee, including:

1.           Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments which are specifically required to be furnished to the trustee pursuant to the Pooling and Servicing Agreement, the trustee will examine them to determine whether they are in the required form; provided, however, the trustee will 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 will not be responsible for the accuracy or verification of any calculation provided to it pursuant to the Pooling and Servicing Agreement.

2.           On each distribution date, the trustee will make monthly distributions and the final distribution to the certificateholders from funds in the distribution account as provided in the Pooling and Servicing Agreement.

3.           Except for those actions that the trustee is required to take under the Pooling and Servicing Agreement, the trustee will not have any obligation or liability to take any action or to refrain from taking any action in the absence of written direction as provided in the Pooling and Servicing Agreement.

The trustee will 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). In no event will 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. Furthermore, the trustee will not be responsible for the acts or omissions of the other transaction parties, it being understood that the Pooling and Servicing Agreement will not be construed to render them partners, joint venturers or agents of one another. None of the foregoing will be construed, however, to relieve the trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct. The trustee will be entitled to reimbursement and indemnification by the issuing entity for any loss, liability or expense arising out of or in connection with the Pooling and Servicing Agreement as set forth in the Pooling and Servicing Agreement except any such loss, liability or expense as may arise from its negligence or intentional misconduct.

The Custodian

Wells Fargo Bank

Wells Fargo Bank is acting as a custodian the mortgage loans pursuant to the custodial agreement. In that capacity, Wells Fargo Bank is responsible to hold and safeguard the mortgage notes and other contents of the mortgage files on behalf of the trustee and the certificateholders.  Wells Fargo Bank maintains each mortgage loan file in a separate file folder marked with a unique bar code to assure loan-level file integrity and to assist in inventory management.  Files are segregated by transaction or investor.  Wells Fargo Bank has been engaged in the mortgage document custody business for more than 25 years.  Wells Fargo Bank maintains document custody facilities in its Minneapolis, Minnesota headquarters and in three regional offices located in Richfield, Minnesota, Irvine, California, and Salt Lake City, Utah.  As of June 30, 2007, Wells Fargo Bank maintains mortgage custody vaults in each of those locations with an aggregate capacity of over eleven million files.

YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

General

The weighted average life of, and the yield to maturity on, each class of offered certificates generally will be directly related to the rate of payment of principal, including prepayments, of the mortgage loans. The actual rate of principal prepayments on pools of mortgage loans is influenced by a variety of economic, tax, geographic, demographic, social, legal and other factors and has fluctuated considerably in recent years. In addition, the rate of principal prepayments may differ among pools of mortgage loans at any time because of specific factors relating to the mortgage loans in the particular pool, including, among other things, the age of the mortgage loans, the geographic locations of the properties securing the loans, the extent of the mortgagors’ equity in such properties, and changes in the mortgagors’ housing needs, job transfers and employment status. The rate of principal prepayments may also be affected by whether the mortgage loans impose prepayment penalties. Approximately 33.80% of the mortgage loans by aggregate principal balance as of the cut-off date, imposed a prepayment charge in connection with voluntary prepayments made within up to three years after origination, which prepayment charges may discourage prepayments during the applicable period. For a detailed description of the characteristics of the prepayment charges on the mortgage loans, and the standards under which the prepayment charges may be waived by the applicable servicer, please see “The Mortgage Pool—Prepayment Charges on the Mortgage Loans” in this prospectus supplement. There can be no assurance that the prepayment charges will have any effect on the prepayment performance of the mortgage loans. These penalties, if still applicable and if enforced by the related servicer would typically discourage prepayments on the mortgage loans. The holders of the Class P Certificates will be entitled to any prepayment charges on the mortgage loans remitted by the servicers to the master servicer. However, there can be no assurance that the prepayment charges will have any effect on the prepayment performance of the mortgage loans. Investors should conduct their own analysis of the effect, if any, that the prepayment charges may have on the prepayment performance of the mortgage loans.

The timing of changes in the rate of prepayments may significantly affect the actual yield to investors who purchase the offered certificates at prices other than par, even if the average rate of principal prepayments is consistent with the expectations of investors. In general, the earlier the payment of principal of the mortgage loans the greater the effect on an investor’s yield to maturity. As a result, the effect on an investor’s yield of principal prepayments occurring at a rate higher or lower than the rate anticipated by the investor during the period immediately following the issuance of the offered certificates may not be offset by a subsequent like reduction or increase in the rate of principal prepayments.

The mortgage loans were underwritten generally in accordance with underwriting standards which are primarily intended to provide for single family “non-conforming” mortgage loans. A “non-conforming” mortgage loan means a mortgage loan which is ineligible for purchase by Fannie Mae or Freddie Mac due to either credit characteristics of the related mortgagor, i.e. borrowers on the mortgage loans may have an impaired or unsubstantiated credit history, or documentation standards in connection with the underwriting of the related mortgage loan that do not meet the Fannie Mae or Freddie Mac underwriting guidelines. These documentation standards may include mortgagors who provide limited or no documentation in connection with the underwriting of the related mortgage loan. Accordingly, mortgage loans underwritten under the originator’s non-conforming credit underwriting standards are likely to experience rates of delinquency, foreclosure and loss that are higher, and may be substantially higher, than mortgage loans originated in accordance with the Fannie Mae or Freddie Mac underwriting guidelines. Any resulting losses, to the extent not covered by credit enhancement, may affect the yield to maturity of the offered certificates.

The yields to maturity of the offered certificates and, in particular the subordinate certificates, in the order of payment priority, will be progressively more sensitive to the rate, timing and severity of Realized Losses on the mortgage loans. If a Realized Loss is allocated to a class of subordinate certificates, that class will thereafter accrue interest on a reduced Certificate Principal Balance.

As described under “Description of the Certificates—Allocation of Losses”, amounts otherwise distributable to holders of the subordinate certificates may be made available to protect the holders of the senior certificates against interruptions in distributions due to mortgagor delinquencies, to the extent not covered by monthly advances, and amounts otherwise distributable to holders of the subordinate certificates with a higher numerical class designation may be made available to protect the holders of subordinate certificates with a lower numerical class designation against interruptions in distributions. Delinquencies on the mortgage loans may affect the yield to investors on the subordinate certificates, and, even if subsequently cured, will affect the timing of the receipt of distributions by the holders of the subordinate certificates. In addition, a larger than expected rate of delinquencies or losses on the mortgage loans will affect the rate of principal payments on each class of subordinate certificates if it delays the scheduled reduction of the Senior Prepayment Percentage, triggers an increase of the Senior Prepayment Percentage to 100% or triggers a lockout of one or more classes of subordinate certificates from distributions of portions of the Subordinate Optimal Principal Amount. See “Description of the Certificates—Distributions on the Certificates” and “—Distributions on the Subordinate Certificates” in this prospectus supplement.

Yield Considerations for Specific Classes

Class B-1, Class B-2 and Class B-3 Certificates. If the Certificate Principal Balance of the Class B-6, Class B-5, Class B-4, Class B-3 and Class B-2 Certificates have been reduced to zero, the yield to maturity on the Class B-1 Certificates will become extremely sensitive to losses on the mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of losses on the mortgage loans will be allocated to the Class B-1 Certificates. If the Certificate Principal Balances of the Class B-6, Class B-5, Class B-4 and Class B-3 Certificates have been reduced to zero, the yield to maturity on the Class B-2 Certificates will become extremely sensitive to losses on the mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of losses on the mortgage loans will be allocated to the Class B-2 Certificates. If the Certificate Principal Balances of the Class B-6, Class B-5 and Class B-4 Certificates have been reduced to zero, the yield to maturity on the Class B-3 Certificates will become extremely sensitive to losses on the mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of losses on the mortgage loans will be allocated to the Class B-3 Certificates. The initial undivided interest in the mortgage loans evidenced by the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in the aggregate, is approximately 7.90%. The initial undivided interest in the mortgage loans evidenced by the Class B-4, Class B-5 and Class B-6 Certificates, in the aggregate, is approximately 2.65%. Investors in the Class B Certificates should fully consider the risk that Realized Losses on the mortgage loans could result in the failure of these investors to fully recover their investments.

Prepayments and Yields of Offered Certificates

The extent to which the yield to maturity of the offered certificates may vary from the anticipated yield will depend upon the degree to which it is purchased at a discount or premium and, correspondingly, the degree to which the timing of payments thereon is sensitive to prepayments, liquidations and purchases of the mortgage loans. In particular, in the case of the offered certificates purchased at a discount, an investor is encouraged to consider the risk that a slower than anticipated rate of principal payments, liquidations and purchases of the mortgage loans could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of an offered certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments, liquidations and purchases of such mortgage loans could result in an actual yield to such investor that is lower than the anticipated yield.

All of the mortgage loans bear fixed rates. In general, if prevailing interest rates fall significantly below the interest rates on the mortgage loans, the mortgage loans are likely to be subject to higher prepayment rates than if prevailing rates remain at or above the interest rates on the mortgage loans. Conversely, if prevailing interest rates rise appreciably above the interest rates on the mortgage loans, the mortgage loans are likely to experience a lower prepayment rate than if prevailing rates remain at or below the interest rates on such mortgage loans.

The “last scheduled distribution date” for each class of offered certificates is the distribution date in October 2037, which is the distribution date in the month following the latest maturing mortgage loan.  The actual final distribution date with respect to each class of offered certificates could occur significantly earlier than its last scheduled distribution date because

·        prepayments on the mortgage loans are likely to occur which will be applied to the payment of the Certificate Principal Balances thereof, and

·        the depositor or its designee may purchase all the mortgage loans when the outstanding Stated Principal Balances thereof and REO properties have declined to 10% or less of the cut-off date principal balance of the mortgage loans and may purchase mortgage loans in certain other circumstances as described in this prospectus supplement.

Prepayments on the mortgage loans are commonly measured relative to a prepayment standard or model. The model used in this prospectus supplement, which we refer to as the Prepayment Assumption, is a prepayment assumption which represents an assumed rate of prepayment each month relative to the then outstanding principal balance of a pool of mortgage loans similar to the mortgage loans for the life of such mortgage loans. A 100% Prepayment Assumption assumes that the outstanding principal balance of a pool of mortgage loans prepays at a constant prepayment rate (“CPR”) of 8% in the first month of the life of such pool, such rate increasing by an additional approximate 1.45% CPR (precisely 16%/11) each month thereafter through the twelfth month of the life of such pool, and such rate thereafter remaining constant at 24% CPR for the remainder of the life of such pool.

There is no assurance, however, that prepayments on the mortgage loans will conform to any level of the prepayment model, and no representation is made that the mortgage loans will prepay at the prepayment rates shown or any other prepayment rate. The rate of principal payments on pools of mortgage loans is influenced by a variety of economic, geographic, social and other factors, including the level of interest rates. Other factors affecting prepayment of mortgage loans include changes in obligors, housing needs, job transfers and unemployment. In the case of mortgage loans in general, if prevailing interest rates fall significantly below the interest rates on such mortgage loans, the mortgage loans are likely to be subject to higher prepayment rates than if prevailing interest rates remain at or above the rates borne by such mortgage loans. Conversely, if prevailing interest rates rise above the interest rates on such mortgage loans, the rate of prepayment would be expected to decrease.

The following tables have been prepared on the basis of the following assumptions, which we refer to, collectively, as modeling assumptions:

·        the mortgage loans prepay at the indicated percentages of the prepayment assumption;

·        distributions on the offered certificates are received, in cash, on the 25th day of each month, commencing in October 2007, in accordance with the payment priorities defined in this prospectus supplement;

·        no defaults or delinquencies in, or modifications, waivers or amendments respecting, the payment by the mortgagors of principal and interest on the mortgage loans occur;

·        scheduled payments are assumed to be received on the first day of each month commencing in October 2007, there are no shortfalls in the payment of interest to certificateholders, and prepayments represent payment in full of individual mortgage loans and are assumed to be received on the last day of each month, commencing in September 2007, and include 30 days interest thereon;

·        the level of One-Month LIBOR remains constant at 5.61875% per annum;

·        scheduled payments of principal and interest on the mortgage loans are calculated on their respective principal balances (prior to giving effect to prepayments received thereon during the preceding calendar month), mortgage rate and remaining amortization terms to maturity such that the mortgage loans will fully amortize by their remaining amortization terms (taking into account any remaining interest only periods);

·        the Class P Certificates have a Certificate Principal Balance equal to zero;

·        the closing date for the certificates is September 19, 2007;

·        except as indicated with respect to the weighted average lives, the depositor or its designee does not exercise its right to purchase the assets of the issuing entity on the optional termination date;

·        with respect to the decrement tables for the Exchanged Certificates, it is assumed that the respective Combination Group is exchanged as of the closing date;

·        the Class A-3, Class A-4, Class A-5, Class A-6 and Class A-7 Certificates are assumed to have the Certificate Principal Balances as shown in Appendix A as of the closing date; and

·        the mortgage loans have the approximate characteristics described below:

Loan Number	Current Balance ($)		Gross Mortgage Rate (%)		Net Mortgage Rate (%)		Original Amortization Term (months)		Remaining Amortization Term (months)	Stated Remaining Term (months)	Remaining Interest Only (months)
1		142,739.81		5.5000000000		5.2300000000		180