Bear Stearns ARM Trust 2007-3 (Form: 10-K, Filing Date: 03 ...pdf.secdatabase.com/2459/0001056404-09-000056.pdfAnnual report pursuant to section 13 and 15(d) Filing Date: 2009-03-30

Business Address383 MADISON AVENUENEW YORK NY 10179212272-2000

Mailing Address383 MADISON AVENUENEW YORK NY 10179

SECURITIES AND EXCHANGE COMMISSION

FORM 10-KAnnual report pursuant to section 13 and 15(d)

Filing Date: 2009-03-30 | Period of Report: 2008-12-31SEC Accession No. 0001056404-09-000056

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FILERBear Stearns ARM Trust 2007-3CIK:1392865| State of Incorp.:DE | Fiscal Year End: 1231Type: 10-K | Act: 34 | File No.: 333-132232-35 | Film No.: 09712913SIC: 6189 Asset-backed securities

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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark one)

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008

OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period from ____________ to ____________

Commission file number: 333-132232-35

Bear Stearns ARM Trust 2007-3(exact name of issuing entity as specified in its charter)

Structured Asset Mortgage Investments II Inc.(exact name of the depositor as specified in its charter)

EMC Mortgage Corporation(exact name of the sponsor as specified in its charter)

New York 54-2199593(State or other jurisdiction of 54-2199594incorporation or organization) 54-2199595

(I.R.S. EmployerIdentification No.)

c/o Wells Fargo Bank, N.A.9062 Old Annapolis RoadColumbia, MD 21045

(Address of principal executive (Zip Code)offices)



Telephone number, including area code: (410) 884-2000

Securities registered pursuant to Section 12(b) of the Act:

NONE.

Securities registered pursuant to Section 12(g) of the Act:

NONE.

Indicate by check mark if the registrant is a well-known seasoned issuer, asdefined in Rule 405 of the Securities Act.

Yes ___ No X

Indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or Section 15(d) of the Act.

Yes ___ No X

Note - Checking the box above will not relieve any registrant required tofile reports pursuant to Section 13 or 15(d) of the Exchange Act from theirobligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.

Yes X No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item405 of Regulation S-K (Section 229.405 of this chapter) is not containedherein, and will not be contained, to the best of registrant's knowledge, indefinitive proxy or information statements incorporated by reference in PartIII of this Form 10-K or any amendment to this Form 10-K.



Not applicable.

Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See the definitions of "large accelerated filer", "acceleratedfiler" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ___Accelerated filer ___Non-accelerated filer X (Do not check if a smaller reporting company)Smaller reporting company ___

Indicate by check mark whether the registrant is a shell company (as definedin Rule 12b-2 of the Act).

Yes ___ No X

State the aggregate market value of the voting and non-voting common equityheld by non-affiliates computed by reference to the price at which thecommon equity was last sold, or the average bid and asked price of suchcommon equity, as of the last business day of the registrant's most recentlycompleted second fiscal quarter.

Not applicable.

Indicate by check mark whether the registrant has filed all documents andreports required to be filed by Section 12, 13 or 15(d) of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under aplan confirmed by a court.

Not applicable.

Indicate the number of shares outstanding of each of the registrant'sclasses of common stock, as of the latest practicable date.

Not applicable.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the



Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the documentis incorporated: (1)Any annual report to security holders; (2) Any proxy orinformation statement; and (3)Any prospectus filed pursuant to Rule 424(b)or (c) under the Securities Act of 1933. The listed documents should beclearly described for identification purposes (e.g., annual report tosecurity holders for fiscal year ended December 24, 1980).

See Item 15 (Part IV).

PART I

Item 1. Business.

Omitted.

Item 1A. Risk Factors.

Omitted.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Omitted.

Item 3. Legal Proceedings.

Omitted.

Item 4. Submission of Matters to a Vote of Security Holders.

Omitted.

PART II

Item 5. Market for Registrant's Common Equity, Related StockholderMatters and Issuer Purchases of Equity Securities.

Omitted.



Item 6. Selected Financial Data.

Omitted.

Item 7. Management's Discussion and Analysis of Financial Condition andResults of Operations.

Omitted.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Omitted.

Item 8. Financial Statements and Supplementary Data.

Omitted.

Item 9. Changes in and Disagreements With Accountants on Accounting andFinancial Disclosure.

Omitted.

Item 9A. Controls and Procedures.

Omitted.

Item 9A(T). Controls and Procedures.

Omitted.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Omitted.



Item 11. Executive Compensation.

Omitted.

Item 12. Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters.

Omitted.

Item 13. Certain Relationships and Related Transactions, and DirectorIndependence.

Omitted.

Item 14. Principal Accounting Fees and Services.

Omitted.

ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

Item 1112(b) of Regulation AB, Significant Obligor Financial Information.

No single obligor represents 10% or more of the pool assets held by the issuingentity.

Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider FinancialInformation.

No entity or group of affiliated entities provides any external creditenhancement or other support for the certificates within this transaction asdescribed under Item 1114 (a) of Regulation AB.

Item 1115(b) of Regulation AB, Certain Derivatives Instruments (FinancialInformation).

No entity or group of affiliated entities provides any derivative instrumentsor other support for the certificates within this transaction as describedunder Item 1115 of Regulation AB.



Item 1117 of Regulation AB, Legal Proceedings.

Countrywide Home Loans hereby notifies you of the following:

Certain state and local government officials have filed proceedings againstCountrywide Financial Corporation, Countrywide Home Loans, Inc. ("Countrywide")and Countrywide Home Loans Servicing LP ("Countrywide Servicing"), including,among others, lawsuits brought by the state attorneys general of California,Connecticut, Florida, Illinois, Indiana and West Virginia. The lawsuits allege,among other things, that Countrywide Financial Corporation, Countrywide andCountrywide Servicing violated state consumer protection laws by engaging indeceptive marketing practices designed to increase the volume of loans theyoriginated and then sold into the secondary market and (according to certain ofthe complaints) by improperly servicing loans. The lawsuits seek variousremedies, including among other things, restitution, other monetary relief,penalties and rescission or reformation of mortgage loans made to consumers. Inaddition, the Director of the Washington State Department of FinancialInstitutions has commenced an administrative proceeding against Countrywidealleging, among other things, that Countrywide did not provide borrowers withcertain required disclosures and that the loan products made available toWashington borrowers of protected races or ethnicities were less favorable thanthose made available to other similarly situated borrowers.

On October 6, 2008, Bank of America Corporation ("Bank of America") announcedsettlements in relation to allegations of unfair and deceptive marketingpractices with the states attorneys general of several states, includingArizona, California, Connecticut, Florida, Illinois, Iowa, Michigan, NorthCarolina, Ohio, Texas and Washington (such states, together with such additionalstates that enter into settlements, the "Settling States"). The settlement withthe Attorney General of Washington does not address the pending administrativeaction. Following its settlement announcement on October 6, 2008, Bank ofAmerica entered into settlements with the states attorneys general of Delaware,Kansas, Nevada and Pennsylvania, and has engaged in negotiations, and may haveentered into other settlements, with additional states attorneys general. Thecornerstone of the settlements is a loan modification program for subprimeborrowers and pay option ARM borrowers designed to avoid foreclosures, alongwith a nationwide fund of up to $150 million for payments to borrowers who havealready experienced foreclosure. While the loan modifications to be madepursuant to the settlements with the Settling States are intended to both avoidunnecessary foreclosures and increase recoveries relative to foreclosing ondefaulted borrowers, the ultimate effectiveness of these modifications inmitigating losses on Countrywide mortgage loans cannot be predicted withcertainty. This loan modification program could result in more modifications ofthe original terms of Countrywide mortgage loans, more delinquent anddefaulted Countrywide mortgage loans, delays in foreclosures and liquidationswith respect to defaulted Countrywide mortgage loans and/or permanentforgiveness of a portion of the amounts owing in respect of the relatedCountrywide mortgage loans, which could result in delays and reductions in



distribution to be made to certificateholders or an increase in realizedlosses allocated to the certificateholders.

While the outcome of the proceedings described above that are not subject tosettlements with Settling States is unknown, the relief sought by the governmentofficials in one or more of the matters could, if granted, result in delays inthe foreclosure process, reduced payments by borrowers, modification of theoriginal terms of the Countrywide mortgage loans, permanent forgiveness of allor a portion of the amounts owing in respect of the related Countrywide mortgageloans and/or increased reimbursable servicing expenses, which could result indelays and reductions in distributions to be made to certificateholders or anincrease in realized losses allocated to the certificateholders.

Item 1119 of Regulation AB, Affiliations and Certain Relationships and RelatedTransactions.

The information regarding this Item has been previously filed in a 424(b)(5)filing dated April 30, 2007.

Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.

The reports on assessment of compliance with the servicing criteria forasset-backed securities and the related attestation reports on such assessmentsof compliance are attached hereto under Item 15.

Countrywide Home Loans Servicing LP has identified certain instances ofnoncompliance with the following servicing criteria during the ReportingPeriod of the Platform:

1122(d)(4)(vi): Countrywide Home Loans Servicing LP notes that in someinstances changes with respect to the terms or status of an obligor's loanwere made without the clear consent of the trustee.

With respect to the noted material instances of noncompliance with criterion1122(d)(4)(vi), Countrywide Home Loans Servicing LP has advised the Depositorthat it believes that it received consent from the trustee in relation tochanges to the terms or status of an obligor's loan and that Countrywide HomeLoans Servicing LP disagrees with the findings of its auditors in this regard.

1122(d)(4)(vii): Countrywide Home Loans Servicing LP notes that certain lossmitigation or recovery actions were not initiated, conducted or concluded inaccordance with the required timeframes established under the transactionagreements.

1122(d)(4)(vii): Countrywide Home Loans Servicing LP is implementing moreobjective review criteria for delinquent loans to ensure appropriate contact,loss mitigation efforts and timely referral for foreclosure, second levelreviews by its internal audit group and additional reporting to management to



ensure that loss mitigation efforts and referral for foreclosure areperformed within objectively defined deadlines.

Item 1123 of Regulation AB, Servicer Compliance Statement.

The servicer compliance statements are attached hereto under Item 15.

Part IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Exhibits.

(4.1) Pooling and Servicing Agreement, dated April 1, 2007, among StructuredAsset Mortgage Investments II Inc., as depositor, EMC Mortgage Corporation,as seller and master servicer, Wells Fargo Bank, N.A. as securitiesadministrator, and Citibank, N.A., as trustee (As previously filed on Form8-K filed on May 24, 2007 and hereby incorporated by reference into thisreport on Form 10-K)

(10.1) Terms Agreement, dated April 26, 2007, between Bear, Stearns & Co.Inc., as underwriter and Structured Asset Mortgage Investments II Inc., asdepositor, relating to the Underwriting Agreement, dated February 26, 2007,between Bear, Stearns & Co. Inc., as underwriter Structured Asset MortgageInvestments II Inc., as depositor (As previously filed on Form 8-K filed onMay 24, 2007 and hereby incorporated by reference into this report on Form10-K)

(10.2) Custodial Agreement dated April 30, 2007, by and among Wells FargoBank, N.A., as trustee, Structured Asset Mortgage Investments II Inc., asdepositor, EMC Mortgage Corporation, as seller and master servicer, andTreasury Bank, a Division of Countrywide Bank, FSB, as custodian (Aspreviously filed on Form 8-K filed on May 24, 2007 and hereby incorporatedby reference into this report on Form 10-K)

(10.3) Seller's Warranties and Servicing Agreement dated September 1, 2002between EMC Mortgage Corporation, as purchaser, and Countrywide Home Loans,Inc., as seller and servicer (As previously filed on Form 8-K filed on May24, 2007 and hereby incorporated by reference into this report on Form 10-K)

(10.4) Amendment Number One is made this 1st day of January, 2003 by andbetween Countrywide Home Loans, Inc. and EMC Mortgage Corporation, to theSeller's Warranties and Servicing Agreement, dated September 1, 2002, by andbetween the Company and the purchaser (As previously filed on Form 8-K filedon May 24, 2007 and hereby incorporated by reference into this report onForm 10-K)



(10.5) Amendment Reg AB, dated January 1, 2006, by and between EMC MortgageCorporation, and Countrywide Home Loans, Inc. to that certain Seller'sWarranties and Servicing Agreement dated September 1, 2002 by and betweenthe Company and the purchaser (As previously filed on Form 8-K filed on May24, 2007 and hereby incorporated by reference into this report on Form 10-K)

(10.6) Assignment, Assumption and Recognition Agreement is made and enteredinto as of April 30, 2007 among EMC Mortgage Corporation, Wells Fargo Bank,N.A., as trustee Bear Stearns ARM Trust, Mortgage Pass-Through Certificates,Series 2007-3, and Countrywide Home Loans Servicing LP, (As previously filedon Form 8-K filed on May 24, 2007 and hereby incorporated by reference intothis report on Form 10-K)

(10.7) Mortgage Loan Purchase Agreement, dated April 30, 2007 by and betweenEMC Mortgage Corporation (the "Mortgage Loan Seller") and Structured AssetMortgage Investments II Inc. (the "Purchaser") (As previously filed on Form8-K filed on May 24, 2007 and hereby incorporated by reference into thisreport on Form 10-K)

(31) Rule 13a-14(d)/15d-14(d) Certification.

(33) Reports on assessment of compliance with servicing criteria forasset-backed securities.

<TABLE><s> <c>

33.1 Countrywide Home Loans Servicing LP as Servicer33.2 EMC Mortgage Corporation as Master Servicer33.3 Treasury Bank, a division of Countrywide Bank, N.A. as Custodian33.4 Wells Fargo Bank, N.A. as Trustee

</TABLE>

(34) Attestation reports on assessment of compliance with servicing criteriafor asset-backed securities.

<TABLE><s> <c>

34.1 Countrywide Home Loans Servicing LP as Servicer34.2 EMC Mortgage Corporation as Master Servicer34.3 Treasury Bank, a division of Countrywide Bank, N.A. as Custodian34.4 Wells Fargo Bank, N.A. as Trustee

</TABLE>



(35) Servicer compliance statement.

<TABLE><s> <c>

35.1 Countrywide Home Loans Servicing LP as Servicer35.2 EMC Mortgage Corporation as Master Servicer35.3 Wells Fargo Bank, N.A. as Trustee

</TABLE>

(b) Not applicable.

(c) Omitted.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.

Bear Stearns ARM Trust 2007-3(Issuing Entity)

EMC Mortgage Corporation(Master Servicer)

/s/ Michelle D. VinerMichelle D. Viner, Vice President(senior officer in charge of the servicing function of the masterservicer)

Date: March 30, 2009

Exhibit Index

Exhibit No.

(4.1) Pooling and Servicing Agreement, dated April 1, 2007, amongStructured Asset Mortgage Investments II Inc., as depositor, EMC MortgageCorporation, as seller and master servicer, Wells Fargo Bank, N.A. as



securities administrator, and Citibank, N.A., as trustee (As previouslyfiled on Form 8-K filed on May 24, 2007 and hereby incorporated byreference into this report on Form 10-K)

(10.1) Terms Agreement, dated April 26, 2007, between Bear, Stearns & Co.Inc., as underwriter and Structured Asset Mortgage Investments II Inc., asdepositor, relating to the Underwriting Agreement, dated February 26, 2007,between Bear, Stearns & Co. Inc., as underwriter Structured Asset MortgageInvestments II Inc., as depositor (As previously filed on Form 8-K filed onMay 24, 2007 and hereby incorporated by reference into this report on Form10-K)

(10.2) Custodial Agreement dated April 30, 2007, by and among Wells FargoBank, N.A., as trustee, Structured Asset Mortgage Investments II Inc., asdepositor, EMC Mortgage Corporation, as seller and master servicer, andTreasury Bank, a Division of Countrywide Bank, FSB, as custodian (Aspreviously filed on Form 8-K filed on May 24, 2007 and hereby incorporatedby reference into this report on Form 10-K)

(10.3) Seller's Warranties and Servicing Agreement dated September 1, 2002between EMC Mortgage Corporation, as purchaser, and Countrywide Home Loans,Inc., as seller and servicer (As previously filed on Form 8-K filed on May24, 2007 and hereby incorporated by reference into this report on Form 10-K)

(10.4) Amendment Number One is made this 1st day of January, 2003 by andbetween Countrywide Home Loans, Inc. and EMC Mortgage Corporation, to theSeller's Warranties and Servicing Agreement, dated September 1, 2002, byand between the Company and the purchaser (As previously filed on Form 8-Kfiled on May 24, 2007 and hereby incorporated by reference into this reporton Form 10-K)

(10.5) Amendment Reg AB, dated January 1, 2006, by and between EMC MortgageCorporation, and Countrywide Home Loans, Inc. to that certain Seller'sWarranties and Servicing Agreement dated September 1, 2002 by and betweenthe Company and the purchaser (As previously filed on Form 8-K filed onMay 24, 2007 and hereby incorporated by reference into this report on Form10-K)

(10.6) Assignment, Assumption and Recognition Agreement is made and enteredinto as of April 30, 2007 among EMC Mortgage Corporation, Wells Fargo Bank,N.A., as trustee Bear Stearns ARM Trust, Mortgage Pass-Through Certificates,Series 2007-3, and Countrywide Home Loans Servicing LP, (As previously

filed on Form 8-K filed on May 24, 2007 and hereby incorporated byreference into this report on Form 10-K)

(10.7) Mortgage Loan Purchase Agreement, dated April 30, 2007 by andbetween EMC Mortgage Corporation (the "Mortgage Loan Seller") andStructured Asset Mortgage Investments II Inc. (the "Purchaser") (Aspreviously filed on Form 8-K filed on May 24, 2007 and hereby incorporatedby reference into this report on Form 10-K)



(31) Rule 13a-14(d)/15d-14(d) Certification.

(33) Reports on assessment of compliance with servicing criteria forasset-backed securities.

<TABLE>

<s> <c>33.1 Countrywide Home Loans Servicing LP as Servicer33.2 EMC Mortgage Corporation as Master Servicer33.3 Treasury Bank, a division of Countrywide Bank, N.A. as Custodian33.4 Wells Fargo Bank, N.A. as Trustee

</TABLE>

(34) Attestation reports on assessment of compliance with servicingcriteria for asset-backed securities.

<TABLE>

<s> <c>34.1 Countrywide Home Loans Servicing LP as Servicer34.2 EMC Mortgage Corporation as Master Servicer34.3 Treasury Bank, a division of Countrywide Bank, N.A. as Custodian34.4 Wells Fargo Bank, N.A. as Trustee

</TABLE>

(35) Servicer compliance statement.

<TABLE>

<s> <c>35.1 Countrywide Home Loans Servicing LP as Servicer35.2 EMC Mortgage Corporation as Master Servicer35.3 Wells Fargo Bank, N.A. as Trustee

</TABLE>



EX-31 Rule 13a-14(d)/15d-14(d) Certification.

I, Michelle D. Viner, certify that:

1.I have reviewed this report on Form 10-K and all reports on Form 10-Drequired to be filed in respect of the period covered by this report onForm 10-K of Bear Stearns ARM Trust 2007-3 (the "Exchange Act periodicreports");

2.Based on my knowledge, the Exchange Act periodic reports, taken as awhole, do not contain any untrue statement of a material fact or omitto state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

3.Based on my knowledge, all of the distribution, servicing and otherinformation required to be provided under Form 10-D for the periodcovered by this report is included in the Exchange Act periodic reports;

4.I am responsible for reviewing the activities performed by theservicers and based on my knowledge and the compliance reviewsconducted in preparing the servicer compliance statements required inthis report under Item 1123 of Regulation AB, and except as disclosedin the Exchange Act periodic reports, the servicers have fulfilledtheir obligations under the servicing agreements in all materialrespects; and

5.All of the reports on assessment of compliance with servicing criteriafor asset-backed securities and their related attestation reports onassessment of compliance with servicing criteria for asset-backedsecurities required to be included in this report in accordance withItem 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18have been included as an exhibit to this report, except as otherwisedisclosed in this report. Any material instances of noncompliancedescribed in such reports have been disclosed in this report on Form10-K.

In giving the certifications above, I have reasonably relied oninformation provided to me by the following unaffiliated parties:Countrywide Home Loans Servicing LP as Servicer and Wells Fargo Bank, N.A.as Trustee.

Dated: March 30, 2009

/s/ Michelle D. VinerSignature



Vice President(senior officer in charge of the servicing function of the masterservicer)



EX-33.1(logo) Countrywide HOME LOANS

2900 MADERA RDSIMI VALLEY, CA 93065(805) 955-1000

ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

Countrywide Home Loans, Inc. ("CHL") and Countrywide Home Loans Servicing, L.P.("Countrywide Servicing LP," and together with CHL, the "Servicer"), each awholly-owned indirect subsidiary of Bank of America Corporation, together withtheir affiliates Countrywide Tax Services Corporation ("Countrywide TaxServices") and Newport Management Corporation ("Newport Management," andtogether with the Servicer and Countrywide Tax Services, the "Company"), eachbeing parties that participated in servicing functions, as such term isdescribed under Title 17, Section 229.1122 of the Code of Federal Regulations("Item 1122 of Regulation AB"), provide this platform-level assessment of theircompliance in respect of the following Applicable Servicing Criteria specifiedin Item 1122(d) of Regulation AB in regard to the following servicing platformfor the following period:

Platform: publicly-issued (i.e., registered with the Securities and ExchangeCommission pursuant to the Securities Act of 1933, as amended) residentialmortgage-backed securities (securities collateralized by residential mortgageloans, including prime, alternative loan products, sub-prime, HELOC and closedseconds) issued on or after January 1, 2006 for which the Company provides cashcollection and administration, investor remittances and reporting (except forthose activities relating to trustee and paying agent services), and pool assetadministration (except for those activities relating to custodial operations ofpool assets and related documents), and for which the related issuer has afiscal year end of December 31, 2008. The platform excludes any transactionsissued by any government sponsored enterprise for which the Company provides theservicing functions described in the preceding sentence.

Period: as of and for the year ended December 31, 2008.

Applicable Servicing Criteria: all servicing criteria set forth in Schedule Ahereto, to the extent required in the related agreements, except the criterialisted in the column titled "Inapplicable Servicing Criteria" on Schedule Ahereto and the portions of the criteria footnoted on that schedule that areinapplicable to the Company based on the activities it performs with respect tothe Platform.

With respect to the Platform and the Period, the Company provides the followingassessment of compliance in respect of the Applicable Servicing Criteria:

1. The Company is responsible for assessing its compliance with the ApplicableServicing Criteria.

2. The Company has assessed compliance with the Applicable Servicing Criteria.

3. Other than as identified on Schedule B hereto, as of and for the Period, theCompany complied in all material respects with the Applicable ServicingCriteria.

(page)

The foregoing assessment of compliance in respect of the Applicable ServicingCriteria is made by the Servicer for all Applicable Servicing Criteria otherthan those noted in Schedule A hereto as being performed by Countrywide TaxServices or Newport Management and is being made by either Countywide TaxServices or Newport Management, as the case may be, for the Applicable ServicingCriteria noted in Schedule A as being performed by it.

PricewaterhouseCoopers LLP, an independent registered public accounting firm,has issued an attestation report with respect to the Company's foregoingassessment of compliance as of and for the year ended December 31, 2008.

COUNTRYWIDE HOMELOANS, INC. &COUNTRYWIDE HOME LOANS SERVICING, L.P.(by Countrywide GP LLC, as its General Partner)

By: /s/ Steve BaileySteve BaileyIts: Senior Managing Director and Chief Executive OfficerDated: February 27, 2009

By: /s/ Craig Baingo



Craig BaingoIts: Executive Vice President, FinanceDated: February 27, 2009

COUNTRYWIDE TAX SERVICES CORPORATIONBy: /s/ Karen WillisKaren WillisIts: Senior Vice President, Chief Financial Officer and TreasurerDated: February 27, 2009

NEWPORT MANAGEMENT CORPORATIONBy: /s/ Mark UlmelMark UlmelIts: Executive Vice PresidentDated: February 27, 2009

(page)

Schedule A

Applicable Servicing Criteria

<TABLE><CAPTION>

INAPPLICABLEAPPLICABLE SERVICING

SERVICING CRITERIA SERVICING CRITERIA CRITERIA

Performedby Performed by NOTVendor(s) subservicer(s) performed byfor which or vendor(s) the Company

Performed the for which the or byDirectly Company is Company is subservicer(s)by the NOT the or vendor(s)

Reference Criteria the Responsible Responsible retained byCompany Party Party the Company

<S> <C> <C> <C> <C> <C>

General Servicing Considerations

1122(d)(1)(i) Policies and procedures are instituted Xto monitor any performance or othertriggers and events of default inaccordance with the transactionagreements.

1122(d)(1)(ii) If any material servicing activities Xare outsourced to third parties, policiesand procedures are instituted to monitorthe third party's performance andcompliance with such servicingactivities.

1122(d)(1)(iii) Any requirements in the transaction Xagreements to maintain a back-up servicerfor the pool assets are maintained.

1122(d)(1)(iv) A fidelity bond and errors and Xomissions policy is in effect on theparty participating in the servicingfunction throughout the reporting periodin the amount of coverage required by andotherwise in accordance with the terms ofthe transaction agreements.

Cash Collection and Administration

1122(d)(2)(i) Payments on pool assets are deposited Xinto the appropriate custodial bankaccounts and related bank clearingaccounts no more than two business daysfollowing receipt, or such other numberof days specified in the transactionagreements.

1122(d)(2)(ii) Disbursements made via wire transfer on Xbehalf of an obligor or to an investor aremade only by authorized personnel.

1122(d)(2)(iii) Advances of funds or guarantees Xregarding collections, cash flows or



distributions, and any interest or otherfees charged for such advances, are made,reviewed and approved as specified inthe transaction agreements.

1122(d)(2)(iv) The related accounts for the Xtransaction, such as cash reserveaccounts or accounts established as aform of overcollateralization, areseparately maintained (e.g., with respectto commingling of cash) as set forth inthe transaction agreements.

(page)

<CAPTION>INAPPLICABLE

APPLICABLE SERVICINGSERVICING CRITERIA SERVICING CRITERIA CRITERIA




<S> <C> <C> <C> <C> <C>

1122(d)(2)(v) Each custodial account is maintained at Xa federally insured depositoryinstitution as set forth in thetransaction agreements. For purposes ofthis criterion, "federally insureddepository institution" with respect to aforeign financial institution means aforeign financial institution that meetsthe requirements of Rule 13k-1(b)(1)of the Securities Exchange Act.

1122(d)(2)(vi) Unissued checks are safeguarded so as X^1to prevent unauthorized access.

1122(d)(2)(vii) Reconciliations are prepared on a Xmonthly basis for all asset-backedsecurities related bank accounts,including custodial accounts and relatedbank clearing accounts. Thesereconciliations are (A) mathematicallyaccurate; (B) prepared within 30calendar days after the bank statementcutoff date, or such other number of daysspecified in the transaction agreements;(C) reviewed and approved by someoneother than the person who prepared thereconciliation; and (D) containexplanations for reconciling items.These reconciling items are resolvedwithin 90 calendar days of their originalidentification, or such other number ofdays specified in the transactionagreements.

Investor Remittances and Reporting

1122(d)(3)(i) Reports to investors, including those X^2to be filed with the Commission, aremaintained in accordance with thetransaction agreements and applicableCommission requirements. Specifically,such reports (A) are prepared inaccordance with timeframes and otherterms set forth in the transactionagreements; (B) provide informationcalculated in accordance with the termsspecified in the transaction agreements;(C) are filed with the Commission asrequired by its rules and regulations;and (D) agree with the investors' or thetrustee's records as to the total unpaid



principal balance and number of poolassets serviced by the Servicer.

(page)






<S> <C> <C> <C> <C> <C>

1122(d)(3)(ii) Amounts due to investors are allocated X^3and remitted in accordance withtimeframes, distribution priority andother terms set forth in the transactionagreements.

1122(d)(3)(iii) Disbursements made to an investor are X^4posted within two business days to theServicer's investor records, or such othernumber of days specified in the transactionagreements.

1122(d)(3)(iv) Amounts remitted to investors per the X^5investor reports agree with cancelledchecks, or other form of payment, orcustodial bank statements.

Pool Asset Administration

1122(d)(4)(i) Collateral or security on pool assets X^6is maintained as required by thetransaction agreements or relatedmortgage loan documents.

1122(d)(4)(ii) Pool asset and related documents are X^6safeguarded as required by thetransaction agreements

1122(d)(4)(iii) Any additions, removals or Xsubstitutions to the asset pool are made,reviewed and approved in accordance withany conditions or requirements in thetransaction agreements.

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<S> <C> <C> <C> <C> <C>

1122(d)(4)(iv) Payments on pool assets, including any Xpayoffs, made in accordance with the relatedpool asset documents are posted to theServicer's obligor records maintained nomore than two business days afterreceipt, or such other number of daysspecified in the transaction agreements,



and allocated to principal, interest orother items (e.g., escrow) in accordancewith the related pool asset documents.

1122(d)(4)(v) The Servicer's records regarding the Xpool assets agree with the Servicer'srecords with respect to an obligor'sunpaid principal balance.

1122(d)(4)(vi) Changes with respect to the terms or Xstatus of an obligor's pool assets (e.g.,loan modifications or re-agings) aremade, reviewed and approved by authorizedpersonnel in accordance with thetransaction agreements and related poolasset documents.

1122(d)(4)(vii) Loss mitigation or recovery actions X^7(e.g., forbearance plans, modificationsand deeds in lieu of foreclosure,foreclosures and repossessions, asapplicable) are initiated, conducted andconcluded in accordance withthe timeframes or other requirementsestablished by the transactionagreements.

1122(d)(4)(viii) Records documenting collection efforts Xare maintained during the period a poolasset is delinquent in accordance withthe transaction agreements. Such recordsare maintained on at least a monthlybasis, or such other period specified inthe transaction agreements, and describethe entity's activities in monitoringdelinquent pool assets including, forexample, phone calls, letters andpayment rescheduling plans in cases wheredelinquency is deemed temporary (e.g.,illness or unemployment).

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<S> <C> <C> <C> <C> <C>

1122(d)(4)(ix) Adjustments to interest rates or rates Xof return for pool assets with variablerates are computed based on the relatedpool asset documents.

1122(d)(4)(x) Regarding any funds held in trust for Xan obligor (such as escrow accounts): (A)such funds are analyzed, in accordancewith the obligor's pool asset documents,on at least an annual basis, or suchother period specified in the transactionagreements; (B) interest on such funds ispaid, or credited, to obligors inaccordance with applicable pool assetdocuments and state laws; and (C) suchfunds are returned to the obligor within30 calendar days of full repayment of therelated pool assets, or such other numberof days specified in the transactionagreements.

1122(d)(4)(xi) Payments made on behalf of an obligor X^8(such as tax or insurance payments) are



made on or before the related penalty orexpiration dates, as indicated on theappropriate bills or notices for suchpayments, provided that such support hasbeen received by the Servicer at least 30calendar days prior to these dates, orsuch other number of days specified inthe transaction agreements.

1122(d)(4)(xii) Any late payment penalties in X^9connection with any payment to be made onbehalf of an obligor are paid from theServicer's funds and not charged to theobligor, unless the late payment was dueto the obligor's error or omission.

1122(d)(4)(xiii) Disbursements made on behalf of an X^10obligor are posted within two businessdays to the obligor's records maintainedby the Servicer, or such other number ofdays specified in the transactionagreements.

1122(d)(4)(xiv) Delinquencies, charge-offs and Xuncollectible accounts are recognized andrecorded in accordance with thetransaction agreements.

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<S> <C> <C> <C> <C> <C>

1122(d)(4)(xv) Any external enhancement or other X^11support identified in Item1114(a)(1) through (3) or Item 1115 ofRegulation AB, is maintained as setforth in the transaction agreements.

<FN>

1 Unissued checks held to make tax disbursements on behalf of obligors are safeguarded by CountrywideTax Services.

2 Servicing functions performed by the Company with respect to Item 1122(d)(3)(i)(B) do not relate toinformation other than that contained in the monthly remittance reports delivered by the Company to the masterservicer, trustee, and/or bond administrator. Servicing functions performed by the Company with respect to Item1122(d)(3)(i)(D) do not relate to the agreeing with investors' records as to the total unpaid principal balance andnumber of pool assets serviced by the Company.

3 Servicing functions performed by the Company with respect to Item 1122(d)(3)(ii) do not relate to amountsother than amounts remitted by the Company to the master servicer, trustee, and/orbond administrator.

4 Servicing functions performed by the Company with respect to Item 1122(d)(3)(iii) do not relate to recordsother than the applicable custodial bank account statements maintained by the Company pursuant to thetransaction agreements.

5 Servicing functions performed by the Company with respect to Item 1122(d)(3)(iv) do not related to recordsother than custodial bank account statements and wire records of the Company and the remittance reportsprepared and delivered by the Company.

6 Servicing functions performed by the Company with respect to Item 1122(d)(4)(i) and Item 1122(d)(4)(ii)do not relate to the custodial operations of the pool assets and related documents (collateral file) by the documentcustodian responsible for such functions for the related transaction.

7 In the absence of specific investor/insurer timeframe standards, the Company generally services loans inaccordance with Fannie Mae guidelines which are generally considered to be accepted industry standard. In thosecases where loss mitigation or recovery actions were not initiated, conducted and concluded within the specific



timeframes set forth in the Fannie Mae guidelines or transaction agreements that contain them, the Company doesnot consider foreclosure initiation delays to be instances of non-compliance when the Company has made contactwith the obligor and is actively engaged in negotiations regarding a loan modification or other loss mitigationalternative, and the Company does not consider delays in the timeframe to conduct and conclude foreclosures tobe instances of non-compliance when the foreclosure process is interrupted or impeded by a bankruptcy filing,automatic stay, court delay, delay in service of process, skip trace, probate, foreclosure moratorium, natural orman-made disaster, legal proceeding or government seizure.

8 Servicing functions relating to the responsibility of an obligor to make property tax payments areperformed by Countrywide Tax Services. Servicing functions relating to the responsibility of an obligor to insure amortgaged property are performed by Newport Management.

9 Performed by Countrywide Tax Services

10 Tax disbursements made on behalf of an obligor are posted to the obligor's account records byCountrywide Tax Services. Disbursements made on behalf of an obligor in respect of insurance required to bemaintained on a mortgaged property are posted to the obligor's account by Newport Management.

11 Servicing functions performed by the Company with respect to Item 1122(d)(4)(xv) do not related to Item1115 of Regulation AB (derivative transactions).

</FN></TABLE>

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Schedule B*

Material Instances of Noncompliance

1. For criterion 1122(d)(4)(vi), the Company notes that in some instanceschanges with respect to the terms or status of an obligor's loan were madewithout the clear consent of the trustee.

For criterion 1122(d)(4)(vii), the Company notes that certain loss mitigationor recovery actions were not initiated, conducted or concluded in accordancewith the required timeframes established under the transaction agreements.

2. With respect to criterion 1122(d)(4)(vii), the Company is implementing moreobjective review criteria for delinquent loans to ensure appropriate contact,loss mitigation efforts and timely referral for foreclosure, second levelreviews by its internal audit group and additional reporting to management toensure that loss mitigation efforts and referral for foreclosure areperformed within objectively defined deadlines.

*Accountants' attestation will cover only item 1 and will exclude item 2.



EX-33.2(logo) EMC

Mortgage Corporation

Management's Report on Assessment of Compliance with Applicable ServicingCriteria

EMC Mortgage Corporation as Master Servicer (the "Asserting Party") isresponsible for assessing compliance as of December 31, 2008 and for the periodfrom January 1, 2008 through December 31, 2008 (the "Reporting Period"), withthe servicing criteria set forth in Title 17. Section 229.1122(d) of the Code ofFederal Regulations (the "CFR"), excluding the inapplicable servicing criteriaas set forth in Exhibit A hereto (such criteria, after giving effect to theexclusions identified on Exhibit A, the "Applicable Servicing Criteria"). Thisreport covers the asset-backed securities transactions for which the AssertingParty performed master servicing functions set forth in Item 1122(d) involvingresidential mortgage loans that were closed from January 1, 2006 to December 31,2008 (as identified in Exhibit B) and (i) were registered with the Securitiesand Exchange Commission pursuant to the Securities and Exchange Act of 1933 or(ii) for which the Asserting Party contractually agree to report ("thePlatform") during the Reporting Period.

The Asserting Party (i) has used the criteria set forth in 17 CFR 229.1122(d) toassess the compliance by the Asserting Party with the Applicable ServicingCriteria for the Reporting Period and (ii) has concluded that the AssertingParty has complied, in all material respects, with the Applicable ServicingCriteria as of December 31, 2008 and for the Reporting Period with respect tothe Platform, taken as a whole.

PricewaterhouseCoopers LLP, an independent registered public accounting firm,has issued an attestation report for the Platform on our assessment ofcompliance with the Applicable Servicing Criteria as of December 31, 2008 andfor the Reporting Period as set forth in this report.

March 13, 2009

Signed: /s/ Mark T. NovachekName: Mark T. NovachekTitle: Senior Vice President

Signed: /s/ Michelle VinerName: Michelle VinerTitle: Vice President

(page)

Exhibit A

<TABLE><CAPTION>

INAPPLICABLEAPPLICABLE SERVICING

SERVICING CRITERIA SERVICING CRITERIA CRITERIANOTperformed byServicer,

Performed Performed Performed by Vendor(s)by by Sub-Servicer(s) and/or

Reference Criteria Servicer Vendor(s) or Vendor(s) Sub-Servicer(s)

General Servicing Considerations<S> <C> <C> <C> <C> <C>1122(d)(1)(i) Policies and procedures are instituted to X

monitor any performance or other triggers andevents of default in accordance with thetransaction agreements.

1122(d)(1)(ii) If any material servicing activities are Xoutsourced to third parties, policies andprocedures are instituted to monitor thethird party's performance and compliance withsuch servicing activities.

1122(d)(1)(iii) Any requirements in the transaction Xagreements to maintain a back-up servicer forthe mortgage loans are maintained.

1122(d)(1)(iv) A fidelity bond and errors and omissions Xpolicy is in effect on the party



participating in the servicing functionthroughout the reporting period in the amountof coverage required by and otherwise inaccordance with the terms of the transactionagreements.

Cash Collection and Administration

1122(d)(2)(i) Payments on mortgage loans are deposited into Xthe appropriate custodial bank accounts andrelated bank clearing accounts no more thantwo business days following receipt, or suchother number of days specified in thetransaction agreements.

1122(d)(2)(ii) Disbursements made via wire transfer on Xbehalf of an obligor or to an investor aremade only by authorized personnel.

1122(d)(2)(iii) Advances of funds or guarantees regarding Xcollections, cash flows or distributions, andany interest or other fees charged for suchadvances, are made, reviewed and approved asspecified in the transaction agreements.

1122(d)(2)(iv) The related accounts for the transaction, Xsuch as cash reserve accounts or accountsestablished as a form ofovercollateralization, are separatelymaintained (e.g., with respect to comminglingcash) as set forth in the transaction agreements.

1122(d)(2)(v) Each custodial account is maintained at a Xfederally insured depository institution asset forth in the transaction agreements. Forpurposes of this criterion, "federallyinsured depository institution" with respectto a foreign financial institution means aforeign financial institution that meets therequirements of Rule 13k-1(b)(1) of theSecurities Exchange Act.

1122(d)(2)(vi) Un-issued checks are safeguarded so as to Xprevent unauthorized access.

1122(d)(2)(vii) Reconciliations are prepared on a monthly Xbasis for all asset-backed securities relatedbank accounts, including custodial accountsand related bank clearing accounts. Thesereconciliations are (A) mathematicallyaccurate; (B) prepared within 30 calendardays after the bank statement cutoff date, orsuch other number of days specified in thetransaction agreements; (C) reviewed andapproved by someone other than the person whoprepared the reconciliation; items are resolvedwithin 90 calendar days of their originalidentification, or such other number of daysspecified in the transaction agreements.

Investor Remittances and Reporting

1122(d)(3)(i) Reports to investors, including those to be X^1filed with the Commission, are maintained inaccordance with the transaction agreementsand applicable Commission requirements.Specifically, such reports (A) are preparedin accordance with timeframes and other termsset forth in the transaction agreements; (B)provide information calculated in accordancewith the terms specified in the transactionagreements; (C) are filed with the Commissionas required by its rules and regulations; and(D) agree with investors' or the trustee'srecords as to the total unpaid principalbalance and number of mortgage loans servicedby the Servicer.

1122(d)(3)(ii) Amounts due to investors are allocated and X^2remitted in accordance with timeframes,distribution priority and other terms setforth in the transaction agreements.



1122(d)(3)(iii) Disbursements made to an investor are posted X^3within two business days to the Servicer'sinvestor records, or such other number ofdays specified in the transaction agreements.

1122(d)(3)(iv) Amounts remitted to investors per the X^4investor reports agree with cancelled checks,or other form of payment, or custodial bankstatements.

Pool Asset Administration

1122(d)(4)(i) Collateral or security on mortgage loans is Xmaintained as required by the transactionagreements or related mortgage loandocuments.

1122(d)(4)(ii) Mortgage loan and related documents are Xsafeguarded as required by the transactionagreements.

1122(d)(4)(iii) Any additions, removals or substitutions to the Xasset pool are made, reviewed and approved inaccordance with any conditions or requirementsin the transaction agreements.

1122(d)(4)(iv) Payments on mortgage loans, including any Xpayoffs, made in accordance with the relatedmortgage loan documents are posted to theServicer's obligor records maintained no morethan two business days after receipt, or suchother number of days specified in thetransaction agreements, and allocated toprincipal, interest or other items (e.g.,escrow) in accordance with the relatedmortgage loan documents.

1122(d)(4)(v) The Servicer's records regarding the mortgage Xloans agree with the Servicer's recordswith respect to an obligor's unpaid principalbalance.

1122(d)(4)(vi) Changes with respect to the terms or status Xof an obligor's mortgage loans (e.g., loanmodifications or re-agings) are madereviewed and approved by authorized personnelin accordance with the transaction agreementsand related pool asset documents.

1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., Xforbearance plans, modifications and deed inlieu of foreclosure, foreclosures andrepossessions, as applicable) are initiated,conducted and concluded in accordance withthe timeframes or other requirementsestablished by the transaction agreements.

1122(d)(4)(viii) Records documenting collection efforts are Xmaintained during the period a mortgage loanis delinquent in accordance with thetransaction agreements. Such records aremaintained on at least a monthly basis, orsuch other period specified in thetransaction agreements, and describe theentity's activities in monitoring delinquentmortgage loans including, for example, phonecalls, letters and payment rescheduling plansin cases where delinquency is deemedtemporary (e.g., illness or unemployment).

1122(d)(4)(ix) Adjustments to interest rates or rates of Xreturn for mortgage loans with variable ratesare computed based on the related mortgageloan documents.

1122(d)(4)(x) Regarding any funds held in trust for an Xobligor (such as escrow accounts): (A) suchfunds are analyzed, in accordance with theobligor's mortgage loan documents, on a leastan annual basis, or such other periodspecified n the transaction agreements; (B)interest on such funds is paid, or credited,to obligors in accordance with applicablemortgage loan documents and state laws; and



(C) such funds are returned to the obligorwithin 30 calendar days of full repayment ofthe related mortgage loans, or such othernumber of days specified in the transactionagreements.

1122(d)(4)(xi) Payments made on behalf of an obligor (such Xas tax or insurance payments) are made on orbefore the related penalty or expirationdates, as indicated on the appropriate billsor notices for such payments, provided thatsuch support has been received by theservicer at least 30 calendar days prior tothese dates, or such other number of daysspecified in the transaction agreements.

1122(d)(4)(xii) Any late payment penalties in connection with Xany payment to be made on behalf of anobligor are paid from the Servicer's fundsand not charged to the obligor, unless thelate payment was due to the obligor's erroror omission.

1122(d)(4)(xiii) Disbursements made on behalf of an obligor Xare posted within two business days to theobligor's records maintained by the Servicer,or such other number of days specified in thetransaction agreements.

1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible Xaccounts are recognized and recorded inaccordance with the transaction agreements.

1122(d)(4)(xv) Any External enhancement or other support, Xidentified in Item 1114(a)(1) through (3) orItem 1115 of Regulation AB, is maintained asset forth in the transaction agreements.

<FN>1 The Asserting Party provides monthly pool accounting reports to theappropriate party pursuant to the transaction agreements. The Asserting Party isnot responsible for filing with the commission.

2 The Asserting Party remits amounts to the appropriate party pursuant to thetransaction agreements.

3 Disbursements made to the appropriate party pursuant to the transactionagreements are posted within two business days to the Asserting Party's records,or such other number of days specified in the transaction agreements.

4 The Asserting Party reconciles its records relating to disbursements made tothe appropriate party pursuant to the transaction agreements.</FN></TABLE>

Exhibit BEMC MASTER SERVICING PLATFORM as of December 31, 2008

BSABS 2007-AC1BSABS 2007-AC2BSABS 2007-AC3BSABS 2007-AC4BSABS 2007-AC5BSABS 2007-AC6BSABS 2007-HE6BSABS 2007-HE7BSABS 2007-SD1BSARM 2007-1BSARM 2007-3BSARM 2007-4BSARM 2007-5IMPAC 2006-SD1PRIME 2006-2PRIME 2007-1PRIME 2007-2PRIME 2007-3



EX-33.3ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA

Countrywide Bank, FSB (the "Company") on behalf of Treasury Bank, a division ofCountrywide Bank, FSB and ReconTrust Company, an operating subsidiary ofCountrywide Bank, FSB provides this platform-level assessment, for which theCompany participated in servicing functions, as such term is described underTitle 17, Section 229.1122 of the Code of Federal Regulations ("Item 1122 ofRegulation AB"), of compliance in respect of the following Applicable ServicingCriteria specified in Item 1122(d) of Regulation AB promulgated by theSecurities and Exchange Commission in regard to the following servicing platformfor the following period:

Platform: publicly-issued (i.e., registered with the Securities and ExchangeCommission pursuant to the Securities Act of 1933, as amended) HELOC and otherresidential mortgage-backed securities issued on or after January 1, 2006 forwhich the Company provides custodial operations of pool assets and relateddocuments, and for which the related issuer has a fiscal year end of December31, 2008. For purposes of this assessment, the publicly-issued residentialmortgage-backed securities transactions included in the Company's servicingplatform for the following period are described on the attached Schedule A.

Period: as of and for the year ended December 31, 2008.

Applicable Servicing Criteria: Regulation AB Items 1122(d)(4)(i) and1122(d)(4)(ii). The Company has determined that no other servicing criteria areapplicable to the activities it performs with respect to the Platform.

With respect to the Platform and the Period, the Company provides the followingassessment of compliance in respect of the Applicable Servicing Criteria:


2. The Company has assessed compliance with the Applicable Servicing Criteria.

3. Other than as identified on Schedule B hereto, as of and for the Period, theCompany was in material compliance with the Applicable Servicing Criteria.

PricewaterhouseCooper LLP, an independent registered public accounting firm, hasissued an attestation report with respect to the Company's foregoing assessmentof compliance as of and for the year ended December 31, 2008.

(page)

COUNTRYWIDE BANK, FSB.



By: /s/ Greg MarkarianGreg Markarian

Its: Executive Vice President


By: /s/ Deanna BurnsDeanna Burns

Its: Senior Vice President


(page)

Schedule A

List of Residential Mortgage-Backed Securities Defined by Management AsConstituting the Platform

CWHEQ Revolving Home Equity Loan Trust, Series 2006-ACWHEQ Revolving Home Equity Loan Trust, Series 2006-BCWHEQ Revolving Home Equity Loan Trust, Series 2006-CCWHEQ Revolving Home Equity Loan Trust, Series 2006-DCWHEQ Revolving Home Equity Loan Trust, Series 2006-ECWHEQ Revolving Home Equity Loan Trust, Series 2006-FCWHEQ Revolving Home Equity Loan Trust, Series 2006-GCWHEQ Revolving Home Equity Loan Trust, Series 2006-HCWHEQ Revolving Home Equity Loan Trust, Series 2006-ICWHEQ Revolving Home Equity Loan Trust, Series 2007-ACWHEQ Revolving Home Equity Loan Trust, Series 2007-BCWHEQ Revolving Home Equity Loan Trust, Series 2007-CCWHEQ Revolving Home Equity Loan Trust, Series 2007-DCWHEQ Revolving Home Equity Loan Trust, Series 2007-ECWHEQ Revolving Home Equity Loan Trust, Series 2007-GBSALTA 2006-5BSALTA 2006-6BSALTA 2006-7BSARM 2006-4SAMI 2006-AR4SAMI 2006-AR6SAMI 2006-AR7SAMI 2006-AR8

(page)

BSALTA 2007-1



BSALTA 2007-3BSAAT 2007-1BSABS 2007-AC4BSARM 2007-1BSARM 2007-3BSARM 2007-4BSARM 2007-5SAMI 2007-AR1SAMI 2007-AR3PRIME 2007-3

(page)

Schedule B

Material Instances of Noncompliance

No material instances of noncompliance: the Company has complied, in allmaterial respects, with the Applicable Servicing Criteria as of and for the yearended December 31, 2008.



EX-33.4(logo) WELLS FARGO

Brian W. BartlettExecutive Vice Presidentand Business Manager

Corporate Trust ServicesMAC N2702-0119062 Old Annapolis RoadColumbia, MD 21045410 884-2087410 715-1690 [email protected]

Wells Fargo Bank Minnesota, N.A.

ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA

Corporate Trust Services division of Wells Fargo Bank, National Association (the"Company") is responsible for assessing compliance with the servicing criteriaset forth in Item 1122(d) of Regulation AB promulgated by the Securities andExchange Commission. The Company has determined that the servicing criteria areapplicable in regards to the servicing platform for the period as follows:

Platform: Publicly-issued (i.e., transaction-level reporting initially requiredunder the Securities Exchange Act of 1934, as amended) residentialmortgage-backed securities, commercial mortgage-backed securities and otherasset-backed securities, for which the Company provides master servicing,trustee, securities administration or paying agent services, excluding anypublicly issued transactions issued by any agency or instrumentality of the U.S.government or any government sponsored entity, and further excluding thetransactions issued prior to 2006 for which Wells Fargo outsources all materialservicing activities (as defined by Regulation AB) (the "Platform").

Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d),to the extent required in the related transaction agreements, or required by theItem 1122(d) servicing criteria in regards to the activities performed by theCompany, except for the following criteria: 1122(d)(4)(ii), 1122(d)(4)(iv),1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi),1122(d)(4)(xii) and 1122(d)(4)(xiii), which Management has determined are notapplicable to the activities the Company performs with respect to the Platform("the Applicable Servicing Criteria").

Period: As of and for the twelve months ended December 31, 2008 (the "Period").

Third parties classified as vendors: With respect to servicing criteria1122(d)(4)(i); the Company has engaged various vendors to handle certain UniformCommercial Code filing functions required by the servicing criteria ("vendors").



The Company has determined that none of these vendors are a "servicer" asdefined in Item 1101(j) of Regulation AB, and the Company elects to takeresponsibility for assessing compliance with the portion of the servicingcriteria applicable to each vendor as permitted by Interpretation 17.06 of theSEC Division of Corporation Finance Manual of Publicly Available TelephoneInterpretations ("Interpretation 17.06"). The Company has policies andprocedures in place to provide reasonable assurance that the vendor's activitiescomply in all material respects with the servicing criteria applicable to eachvendor. The Company is solely responsible for determining that it meets the SECrequirements to apply Interpretation 17.06 for the vendors and related criteria.

With respect to the Platform and the Period, the Company provides the followingassessment of compliance with respect to the Applicable Servicing Criteria:


2. The Company has assessed compliance with the Applicable Servicing Criteria,including servicing criteria for which compliance is determined based onInterpretation 17.06 as described above, as of and for the Period. In performingthis assessment, management used the criteria set forth by the Securities andExchange Commission in paragraph (d) of Item 1122 of Regulation AB.

3. Based on such assessment as of and for the Period, the Company has complied,in all material respects with the applicable servicing criteria.

KPMG LLP, a registered public accounting firm, has issued an attestation reportwith respect to the Company's assessment of compliance as of and for the Period.

WELLS FARGO BANK, National Association

By: /s/ Brian Bartlett

Brian BartlettIts: Executive Vice President

Dated: February 19, 2009



EX-34.1(logo) PRICEWATERHOUSECOOPERS

PricewaterhouseCoopers LLP350 South Grand AvenueLos Angeles CA 90071Telephone (213) 356 6000Facsimile (813) 637 4444

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholder of Countrywide Home Loans, Inc. andCountrywide Home Loans Servicing, L.P.:

We have examined Countrywide Home Loans, Inc. ("CHL") and Countrywide Home LoansServicing, L.P. ("Countrywide Servicing LP", and together with CHL, the"Servicer"), each a wholly-owned indirect subsidiary of Bank of AmericaCorporation, together with their affiliates Countrywide Tax Services Corporation("Countrywide Tax Services") and Newport Management Corporation ("NewportManagement", and together with the Servicer and Countrywide Tax Services, the"Company"), compliance with the servicing criteria set forth in Item 1122(d) ofthe Securities and Exchange Commission's Regulation AB for publicly-issued(i.e., registered with the Securities and Exchange Commission pursuant to theSecurities Act of 1933, as amended) residential mortgage-backed securities(securities collateralized by residential mortgage loans, including prime,alternative loan products, sub-prime, HELOC and closed seconds) issued on orafter January 1, 2006 for which the Company provides cash collection andadministration, investor remittances and reporting (except for those activitiesrelating to trustee and paying agent services), and pool asset administration(except for those activities relating to custodial operations of pool assets andrelated documents), and for which the related issuer has a fiscal year end ofDecember 31, 2008. The platform excludes any transactions issued by anygovernment sponsored enterprise for which the Company provides the servicingfunctions described in the preceding sentence (the Platform) described in theaccompanying Assessment of Compliance with Applicable Servicing Criteria, as ofDecember 31, 2008 and for the year then ended, excluding criterion1122(d)(1)(iii), which the Company determined is not applicable to the servicingactivities performed by them with respect to the Platform. Management isresponsible for the Company's compliance with the servicing criteria. Ourresponsibility is to express an opinion on the Company's compliance with theservicing criteria based on our examination.

Our examination was conducted in accordance with standards of the Public CompanyAccounting Oversight Board (United States) and, accordingly, included examining,on a test basis, evidence about the Company's compliance with the applicableservicing criteria and performing such other procedures as we considerednecessary in the circumstances. Our examination included testing of selectedasset-backed transactions and securities that comprise the Platform, testing ofselected servicing activities related to the Platform, and determining whether



the Company processed those selected transactions and performed those selectedactivities in compliance with the applicable servicing criteria. Our procedureswere limited to the selected transactions and servicing activities performed bythe Company during the period covered by this report. Our procedures were notdesigned to detect noncompliance arising from errors that may have occurredprior to or subsequent to our tests that may have affected the balances oramounts calculated or reported by the Company during the period covered by thisreport. We believe that our examination provides a reasonable basis for ouropinion. Our examination does not provide a legal determination on the Company'scompliance with the servicing criteria.

Our examination disclosed the following material noncompliance with theservicing criteria set forth in Item 1122(d)(4)(vi) and 1122(d)(4)(vii) ofRegulation AB applicable to the Company during year ended December 31, 2008. Forcriterion 1122(d)(4)(vi), in some instances changes with respect to the terms orstatus of an obligor's loan were made without the clear consent of the trustee.For criterion

(page)

1122(d)(4)(vii), certain loss mitigation or recovery actions were not initiated,conducted or concluded in accordance with the required timeframes establishedunder the transaction agreements.

In our opinion, except for the material noncompliance described in the precedingparagraph, the Company complied with the aforementioned applicable servicingcriteria as of and for the year ended December 31, 2008 for the Platform, in allmaterial respects.

/s/ PricewaterhouseCoopers LLP

February 27, 2009




PricewaterhouseCoopers LLP400 Campus Dr.Florham Park NJ 07932Telephone (973) 236 4000Facsimile (973) 236 5000www.pwc.com


To the Stockholder of EMC Mortgage Corporation:

We have examined EMC Mortgage Corporation (the "Company") compliance with theservicing criteria set forth in Item 1122(d) of the Securities and ExchangeCommission's Regulation AB for asset-backed securities transactions for whichthe Asserting Party performed master servicing functions set forth in Item1122(d) involving residential mortgage loans that were closed from January 1,2006 to December 31, 2008 (as identified in Exhibit B) and (i) were registeredwith the Securities and Exchange Commission pursuant to the Securities andExchange Act of 1933 or (ii) for which the Asserting Party contractually agreeto report ("the Platform") described in the accompanying Management's Report onAssessment of Compliance with Applicable Servicing Criteria as of and for theyear ended December 31, 2008 (the "Reporting Period"), excluding criteria1122(d)(1)(ii), (iii); 1122(d)(2)(iv); 1122(d)(4)(i), (ii), (iii), (iv), (v),(viii), (ix), (x), (xi), (xii), (xiii), and (xv), which the Companyhas determined are not applicable to the activities performed by it withrespect to the Platform. Management is responsible for the Company's compliancewith the servicing criteria. Our responsibility is to express an opinion on theCompany's compliance with the servicing criteria based on our examination.

Our examination was conducted in accordance with standards of the Public CompanyAccounting Oversight Board (United States) and, accordingly, includedexamining, on a test basis, evidence about the Company's compliance with theapplicable servicing criteria and performing such other procedures as weconsidered necessary in the circumstances. Our examination included testing ofselected residential mortgages that comprise the Platform, testing of selectedservicing activities related to the Platform, and determining whether theCompany processed those selected transactions and performed those selectedactivities in compliance with the applicable servicing criteria. Our procedureswere limited to the selected transactions and servicing activities performed bythe Company during the period covered by this report. Our procedures were notdesigned to detect noncompliance arising from errors that may have occurredprior to or subsequent to our tests that may have affected the balances oramounts calculated or reported by the Company during the period covered by thisreport. We believe that our examination provides a reasonable basis for our



opinion. Our examination does not provide a legal determination on the Company'scompliance with the servicing criteria.

In our opinion, management's assertion that the Company complied with theaforementioned applicable servicing criteria as of and for the year endedDecember 31, 2008, for residential mortgage loans for which the Asserting Partyperformed master servicing functions, where the related residential mortgageloans transactions were outstanding during the Reporting Period is fairlystated, in all material respects.


March 13, 2009

Exhibit BEMC MASTER SERVICING PLATFORM as of December 31, 2008

BSABS 2007-AC1BSABS 2007-AC2BSABS 2007-AC3BSABS 2007-AC4BSABS 2007-AC5BSABS 2007-AC6BSABS 2007-HE6BSABS 2007-HE7BSABS 2007-SD1BSARM 2007-1BSARM 2007-3BSARM 2007-4BSARM 2007-5IMPAC 2006-SDlPRIME 2006-2PRIME 2007-1PRIME 2007-2PRIME 2007-3




PricewaterhouseCoopers LLP350 South Grand AvenueLos Angeles, CA 90071Telephone (213)356-6000www.pwc.com


To the Board of Directors and Shareholders of Countrywide Bank, FSB:

We have examined management's assertion, included in the accompanyingManagement's Report on Assessment of Compliance with Applicable ServicingCriteria, that Countrywide Bank, FSB (the Company) on behalf of Treasury Bank, aDivision of Countrywide Bank, FSB and, ReconTrust Company, an operatingsubsidiary of Countrywide Bank, FSB complied with the servicing criteria setforth in Items 1122(d)(4)(i) and 1122(d)(4)(ii) of the Securities and ExchangeCommission's Regulation AB for publicly-issued (i.e., registered with theSecurities and Exchange Commission pursuant to the Securities Act of 1933, asamended) HELOC and other residential mortgage-backed securities issued on orafter January 1, 2006 for which the Company provides custodial operations ofpool assets and related documents, and for which the related issuer has a fiscalyear end of December 31, 2008 (the Platform), as of December 31, 2008 and forthe year then ended. The Company has determined that the remainder of theservicing criteria is not applicable to the activities it performs with respectto the Platform as of and for the year ended December 31, 2008. Schedule A tomanagement's assertion identifies the individual asset-backed transactions andsecurities defined by management as constituting the Platform. Management isresponsible for the Company's compliance with the servicing criteria. Ourresponsibility is to express an opinion on management's assertion based on ourexamination.

Our examination was conducted in accordance with standards of the Public CompanyAccounting Oversight Board (United States) and, accordingly, included examining,on a test basis, evidence about the Company's compliance with the applicableservicing criteria and performing such other procedures as we considerednecessary in the circumstances. Our examination included testing of selectedasset-backed transactions and securities that comprise the Platform, testing ofselected servicing activities related to the Platform, and determining whetherthe Company processed those selected transactions and performed those selectedactivities in compliance with the applicable servicing criteria. Our procedureswere limited to the selected transactions and servicing activities performed bythe Company during the period covered by this report. Our procedures were notdesigned to detect noncompliance arising from errors that may have occurredprior to or subsequent to our tests that may have affected the balances oramounts calculated or reported by the Company during the period covered by this



report. We believe that our examination provides a reasonable basis for ouropinion. Our examination does not provide a legal determination on the Company'scompliance with the servicing criteria.

In our opinion, management's assertion that the Company complied with theaforementioned applicable servicing criteria as of and for the year endedDecember 31, 2008 for the Platform is fairly stated, in all material respects.


March 13, 2009



EX-34.4(logo) KPMG

KPMG LLP303 East Wacker DriveChicago, IL 60601-5212


The Board of DirectorsThe Corporate Trust Services division of Wells Fargo Bank, National Association:

We have examined the accompanying management's assertion, that The CorporateTrust Services division of Wells Fargo Bank, National Association (the Company)complied with the servicing criteria set forth in Item 1122(d) of the Securitiesand Exchange Commission's Regulation AB for publicly-issued (i.e.,transaction-level reporting initially required under the Securities Exchange Actof 1934, as amended) residential mortgage-backed securities, commercialmortgage-backed securities and other asset-backed securities, for which theCompany provides master servicing, trustee, securities administration or payingagent services, excluding transactions issued by any agency or instrumentalityof the U.S. government or any government sponsored entity and further excludingthe transactions issued prior to 2006 for which Wells Fargo outsources allmaterial servicing activities (as defined by Regulation AB) (the Platform),except for servicing criteria 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v),1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi),1122(d)(4)(xii) and 1122(d)(4)(xiii), which the Company has determined are notapplicable to the activities it performs with respect to the Platform, as of andfor the twelve months ended December 31, 2008. Management is responsible for theCompany's compliance with those servicing criteria. Our responsibility is toexpress an opinion on management's assessment about the Company's compliancebased on our examination.

Our examination was conducted in accordance with the standards of the PublicCompany Accounting Oversight Board (United States) and, accordingly, includedexamining, on a test basis, evidence about the Company's compliance with theservicing criteria specified above and performing such other procedures as weconsidered necessary in the circumstances. Our examination included testingselected asset-backed transactions and securities that comprise the Platform,testing selected servicing activities related to the Platform, and determiningwhether the Company processed those selected transactions and performed thoseselected activities in compliance with the servicing criteria. Furthermore, ourprocedures were limited to the selected transactions and servicing activitiesperformed by the Company during the period covered by this report. Ourprocedures were not designed to determine whether errors may have occurredeither prior to or subsequent to our tests that may have affected the balances



or amounts calculated or reported by the Company during the period covered bythis report for the selected transactions or any other transactions. We believethat our examination provides a reasonable basis for our opinion. Ourexamination does not provide a legal determination on the Company's compliancewith the servicing criteria.

As described in the accompanying management's Assessment of Compliance WithApplicable Servicing Criteria, for servicing criteria 1122(d)(4)(i), the Companyhas engaged various vendors to perform the activities required by theseservicing criteria. The Company has determined that these vendors are notconsidered a "servicer" as defined in Item 1101(j) of Regulation AB, and theCompany has elected to take responsibility for assessing compliance with theservicing criteria applicable to each vendor as permitted by Interpretation17.06 of the SEC Division of Corporation Finance Manual of Publicly AvailableTelephone Interpretations ("Interpretation 17.06"). As permitted byInterpretation 17.06, the Company has asserted that it has policies andprocedures in place designed to provide reasonable assurance that the vendors'activities comply in all material respects with the servicing criteriaapplicable to each vendor. The Company is solely responsible for determiningthat it meets the SEC requirements to apply Interpretation 17.06 for the vendorsand related criteria as described in its assertion, and we performed noprocedures with respect to the Company's eligibility to apply Interpretation17.06.

In our opinion, management's assertion that the Company complied with theaforementioned servicing criteria, including servicing criteria 1122(d)(4)(i)for which compliance is determined based on Interpretation 17.06 as describedabove, as of and for the twelve months ended December 31, 2008 is fairly stated,in all material respects.

/s/ KPMG LLP

Chicago, IllinoisFebruary 19, 2009

KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMGInternational, a Swiss cooperative.



EX-35.1(logo) Countrywide

HOME LOANS

400 Countrywide WaySimi Valley, California 93065-6298

February 27, 2009

Wells Fargo Bank, N.A.Attn: Michelle Viner9062 Old Annapolis Rd.Columbia, MD 21045

OFFICER'S CERTIFICATE

I, Joseph Candelario, hereby certify that I am an officer of Countrywide GP,LLC, general partner of Countrywide Home Loans Servicing LP (the "Servicer"). Ifurther certify, with respect to the applicable servicing agreement relating tothe securitization transactions(s) set forth on Exhibit A attached hereto (the"Servicing Agreement") that:

(a) A review of the activities of the Servicer during the preceding calendaryear and of the performance of the Servicer under the Servicing Agreementhas been made under my supervision; and

(b) To the best of my knowledge, based on such review, the Servicer hasfulfilled all of its obligations under the Servicing Agreement in allmaterial respects throughout such year.

/s/ Joseph CandelarioJospeh CandelarioFirst Vice PresidentCompliance OfficerLoan Administration

February 27, 2009

(page)

Exhibit A - Securitized Transaction(s)Wells Fargo Bank, N.A - 9062 Old Annapolis Rd

ACE 2006-CW1ACE 2006-FM2



ACE 2006-NC2ACE 2006-NC3BAFC 2006-2BAFC 2006-ABAFC 2006-DBAFC 2006-HBCAP 2006AA1BCAP 2006-AA2BSALTA 2006-1BSALTA 2006-2BSALTA 2006-3BSALTA 2006-4BSALTA 2006-5BSALTA 2006-6BSALTA 2006-7BSALTA 2006-8BSARM 2006-2BSARM 2006-4CSAB 2006-2CSAB 2006-3CSAB 2006-4CSFB ARMT 2006-1CSFB ARMT 2006-2CSFB ARMT 2006-3CSMC 2006-1

(page)


CSMC 2006-2CSMC 2006-3CSMC 2006-4CSMC 2006-5CSMC 2006-7CSMC 2006-8CSMC 2006-9DBALT 2006-AB3 (SUB)DBALT 2006-AB4 (SUB)DBALT 2006-AF1DBALT 2006-AR1DBALT 2006-AR2DBALT 2006-AR3DBALT 2006-AR4DBALT 2006-AR5 (SUB)DBALT 2006-AR6DBALT 2006-AR6 (SUB)DBALT 2006-OA1



DBALT 2006-OA1 (SUB)GSAA 2006-10 (SUB)GSAA 2006-11GSAA 2006-14GSAA 2006-16GSAA 2006-17GSAA 2006-19GSAA 2006-20GSAA 2006-4

(page)


GSAA 2006-4 (SUB)GSAA 2006-7 SUBGSAA 2006-8GSAA 2006-8 (SUB)GSR 2006-10FGSR 2006-1FGSR 2006-1F (SUB)GSR 2006-1F (SUB)GSR 2006-2FGSR 2006-2F (SUB)GSR 2006-2F (SUB)GSR 2006-3FGSR 2006-3F (SUB)GSR 2006-3F (SUB)GSR 2006-5FGSR 2006-5F (SUB)GSR 2006-5F (SUB)GSR 2006-6FGSR 2006-7FGSR 2006-8FGSR 2006-9FGSR 2006-AR1GSR 2006-AR2GSR 2006-OA1HARBORVIEW 2006-11HARBORVIEW 2006-12HARBORVIEW 2006-2

(page)




HARBORVIEW 2006-6HASCO 2006-HE1JPALT 2006-A1JPALT 2006-A2JPALT 2006-A3JPALT 2006-A4JPALT 2006-A6JPALT 2006-A7JPALT 2006-S1JPALT 2006-S3JPALT 2006-S4JPMAC 2006-CW2JPMMT 2006-A1JPMMT 2006-A2JPMMT 2006-A3JPMMT 2006-A4JPMMT 2006-A6JPMMT 2006-A7JPMMT 2006-S2JPMMT 2006-S3JPMMT 2006-S4LMT 2006-9LUMINENT 2006-2LUMINENT 2006-5LUMINENT 2006-5LUMINENT 2006-6MARM 2006-2

(page)


MARM 2006-OA2MLMI 2006-A1MLMI 2006-A2MLMI 2006-A3MLMI 2006-A4MSAC 2006-HE8MSIX 2006-1MSM 2006-1ARPRIME 2006-CL1SAIL 2006-3SAMI II 2006-AR1SAMI II 2006-AR2SAMI II 2006-AR3SAMI II 2006-AR4SAMI II 2006-AR6



SAMI II 2006-AR7SAMI II 2006-AR8SARM 2006-1SARM 2006-2SARM 2006-3SARM 2006-4SARM 2006-5SARM 2006-7SARM 2006-8SARM 2006-9SASCO 2006-BC2SASCO 2006-BC3

(page)


SASCO 2006-BC4SASCO 2006-BC5SEQUOIA 2006-1SEQUOIA 2006-1SQALT 2006-1THORNBURG 2006-1THORNBURG 2006-2THORNBURG 2006-3THORNBURG 2006-4THORNBURG 2006-5THORNBURG 2006-6ZUNI 2006-OA1

(page)

Exhibit A - Securitized Transaction(s)WMMSC - 75 N FAIRWAY DR

WMALT 2006-AR4WMALT 2006-AR5WMALT 2006-AR7WMALT 2006-AR8WMALT 2006-AR9

(page)

Exhibit A - Securitized Transaction(s)



Wells Fargo Bank, N.A.

ACE 2007-HE2ACE 2007-HE2ACE 2007-HE4ACE 2007-HE4ACE 2007-WM1ACE 2007-WM1ARMT 2007-1ARMT 2007-1ARMT 2007-3BAFC 2007-1BAFC 2007-1BAFC 2007-3BAFC 2007-3BAFC 2007-4BAFC 2007-4BAFC 2007-7BAFC 2007-7BAFC 2007-ABAFC 2007-ABAFC 2007-BBAFC 2007-BBAFC 2007-CBAFC 2007-CBCAP 2007-AA5BSAAT 2007-1BSAAT 2007-1BSABS 2007-AC4

(page)

Exhibit A - Securitized Transaction(s)Wells Fargo Bank, N.A.

BSABS 2007-SD3BSABS 2007-SD3BSABS 2007-SD4BSABS 2007-SD4BSALTA 2007-1BSALTA 2007-1BSALTA 2007-3 or BALTA 2007-3BSALTA 2007-3 or BALTA 2007-3BSARM 2007-2BSARM 2007-2BSARM 2007-3BSARM 2007-5BSSP 2007-R6BSSP 2007-R6



CMLTI 2007-AMC2CMLTI 2007-AMC2CSAB 2007-1CSAB 2007-1CSAB 2007-2CSAB 2007-2CSARMT 2007-1CSARMT 2007-1CSARMT 2007-2CSARMT 2007-2CSARMT 2007-3CSARMT 2007-3CSMC 2007-1

(page)


CSMC 2007-1CSMC 2007-2CSMC 2007-2CSMC 2007-3CSMC 2007-3CSMC 2007-4CSMC 2007-4CSMC 2007-5CSMC 2007-5CSMC 2007-6CSMC 2007-6CSMC 2007-7DBALT 2007-1DBALT 2007-1DBALT 2007-2DBALT 2007-2DBALT 2007-3DBALT 2007-AB1DBALT 2007-AB1DBALT 2007-AR1DBALT 2007-AR1DBALT 2007-AR2DBALT 2007-AR2DBALT 2007-AR3DBALT 2007-AR3DBALT 2007-BAR1DBALT 2007-BAR1

(page)




DBALT 2007-OA1DBALT 2007-OA1DBALT 2007-OA2DBALT 2007-OA2DBALT 2007-OA3DBALT 2007-OA3DBALT 2007-OA4DBALT 2007-OA4DBALT 2007-OA5DBALT 2007-OA5GSAA 2007-1GSAA 2007-1GSAA 2007-3GSAA 2007-3GSAA 2007-5GSAA 2007-5GSAA 2007-6GSAA 2007-6GSR 2007-4FGSR 2007-4FGSR 2007-5FGSR 2007-AR1GSR 2007-AR1GSR 2007-AR2GSR 2007-AR2GSR 2007-OA1GSR 2007-OA1

(page)


HALO 2007-2HALO 2007-AR2HALO 2007-AR2HARBORVIEW 2007-1HARBORVIEW 2007-1HARBORVIEW 2007-4HARBORVIEW 2007-4HARBORVIEW 2007-6HARBORVIEW 2007-6Harborview 2007-7Harborview 2007-7



HASCO 2007-HE1HASCO 2007-HE1HASCO 2007-HE2HASCO 2007-HE2HASCO 2007-NC1HASCO 2007-NC1JPALT 2007-A2JPALT 2007-A2JPALT 2007-S1JPALT 2007-S1JPMMT 2007-A3JPMMT 2007-A3JPMMT 2007-A4JPMMT 2007-A4JPMMT 2007-S1JPMMT 2007-S1

(page)


JPMMT 2007-S2JPMMT 2007-S2JPMMT 2007-S3JPMMT 2007-S3LMT 2007-5LMT 2007-5MALT 2007-1MALT 2007-1MANA 2007-A2MANA 2007-A2MANA 2007-AF1MANA 2007-AF1MANA 2007-OAR2MANA 2007-OAR2MANA 2007-OAR5MANA 2007-OAR5MARM 2007-2MARM 2007-2MARM 2007-3MARM 2007-3MASTR 2007-1MLMBS 2007-1MLMBS 2007-1MLMBS 2007-3MLMBS 2007-3MSAC 2007-HE4MSAC 2007-HE5



(page)


MSAC 2007-HE5MSAC 2007-HE6MSAC 2007-HE6MSAC 2007-HE7MSAC 2007-HE7MSAC 2007-NC2MSAC 2007-NC2MSAC 2007-NC3MSAC 2007-NC3MSHEL 2007-2MSHEL 2007-2MSSTI 2007-1MSSTI 2007-1SAMI 2007-AR1SAMI 2007-AR1SAMI 2007-AR3SAMI 2007-AR3SAMI II 2007-AR1SAMI II 2007-AR1SARM 2007-1SARM 2007-2SARM 2007-3SARM 2007-4Sequoia 2007-1Soundview 2007-1Soundview 2007-WMC1Thornburg 2006-6

(page)


Thornburg 2006-6Thornburg 2007-3Thornburg 2007-3

(page)



Exhibit A - Securitized Transaction(s)WELLS FARGO BANK, N.A - 9062 Old Annapolis Road

Thornburg 2007-5Thornburg 2007-5



EX-35.2(logo) EMC

Mortgage CorporationProven Performance

ITEM 1123 ANNUAL STATEMENT OF COMPLIANCE

EMC MORTGAGE CORPORATION

The undersigned, as duly authorized Officers of EMC Mortgage Corporation ("EMC")as master servicer (the "Master Servicer") pursuant to the Bear Stearns ARMTrust 2007-3 ("the Agreement") hereby certify that:

1. A review of EMC Master Servicing activities during the period from andincluding January 1, 2008 through and including December 31, 2008 (the"Reporting Period") and the performance of the Master Servicer under theAgreement has been made under my supervision.

2. To the best of my knowledge, based on such review, EMC Master Servicing hasfulfilled all of its obligation under the Agreement in all material respectsthroughout the Reporting Period in all material respects.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this13th day of March 2009.

/s/ Mark T. NovachekMark T. NovachekSenior Vice President

/s/ Michelle VinerMichelle VinerManager-Vice President

800 State Highway 121 Bypass, Lewisville, TX 75067-4180Mailing Address: P.O. Box 293150, Lewisville, TX 75029-3150

(logo) MBAMemberMortgage Bankers Association of America



EX-35.3(logo) WELLS FARGO

Corporate Trust ServicesMAC N2702-0119062 Old Annapolis RoadColumbia, MD 21045410 884-2000410 715-2380 Fax


Structured Asset Mortgage Investments II Inc.383 Madison AvenueNew York, NY 10179

RE: Annual Statement as to Compliance

The undersigned, a duly authorized officer of Wells Fargo Bank, N.A. ("WellsFargo"), hereby certifies as follows for the calendar year 2008:

(a) a review of Wells Fargo's activities as Trustee under the servicingagreement(s) listed on Schedule A hereto (the "Servicing Agreement(s)") has beenmade under my supervision; and

(b) to the best of my knowledge, based on such review Wells Fargo has fulfilledall of its obligations under the Servicing Agreement(s) in all material respectsthroughout the reporting period.

February 24, 2009

/s/ Melissa Loiselle

MELISSA LOISELLEVice President

(page)

(logo) WELLS FARGO

Corporate Trust ServicesMAC N2702-0119062 Old Annapolis RoadColumbia, MD 21045410 884-2000



410 715-2380 Fax


To: Structured Asset Mortgage Investments II Inc.

Schedule A

List of Servicing Agreement(s) and Series

1 Pooling Agreement for Bear Stearns Structured Products Inc. Trust, Series2008-R1, Wells Fargo Bank, N.A. as Trustee

2 Pooling and Servicing Agreement for Bear Stearns ARM Trust, MortgagePass-Through Certificates Series 2007-3, Wells Fargo Bank, N.A. as Trustee



Documents

Bear Stearns ARM Trust 2007-3 (Form: 10-K, Filing Date: 03 ...pdf.secdatabase.com/2459/0001056404-09-000056.pdfAnnual report pursuant to section 13 and 15(d) Filing Date: 2009-03-30